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Notes to Accounts of PDS Ltd.

Mar 31, 2023

a) The Companyâs investment property comprises property situated at Udyog Vihar, Gurugram, Haryana, India. The Management has determined that the investment property consists of two class of assets - Land and building - based on the nature, characteristics and risks of the property.

b) The fair valuation of the said property is based on current prices in the active market for similar properties. The main input used are quantum, area, location, population, profile of surrounding developments, negotiations, connectivity and accessibility.

c) The fair value of investment property is H 5,768.11 (31 March 2022: H 5,768.11) and the same has been determined by an external independent registered valuer as defined under rule 2 of Companies (Registered Valuers and Valuation) Rules, 2017. Fair valuation of investment property is based on the sales comparable method for land and depreciated replacement cost method for built up structure. The fair value measurement is categorized in Level 3 of fair value hierarchy. Market approach has been considered for carrying out the value of the land and building and building depreciation method is used to carry out the value of building.

# During the year ended March 31, 2023, Company has issued 6,94,100 equity shares (March 31, 2022 : NIL) the employees who has exercised stock option as per stock option plan 2021. Further, the Company has purchased 1,11,000 equity shares (March 31, 2022: 4,245 equity shares) through the ESOP trust.

d) The Company has not issued any bonus shares or any shares for consideration other than cash during five years immediately preceding March 31, 2023.

*Pursuant to the approval of the shareholders at the Annual General Meeting of the Company held on July 29, 2022, each equity share of face value of H 10/- per share has been subdivided into 5 (five) equity shares of face value of H 2/- per share.

c) Terms/ rights attached to equity shares:

1. The Company has only one class of equity share having a par value of H2/- per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

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

ii) During the year, Company has issued equity shares to its employees against employee stock options the excess of grant price over face value and stock options reserve related to equity shares issued had been transferred to Securities Premium account

iii) Treasury shares are the shares purchased by the controlled trust from the external market for the benefits of employees.

iv) This represents the cumulative acturial gains and losses arising on the revaluation of employee benefits measured at fair value through other comprehensive income that have been recognized in other comprehensive income.

b) The nature of security for the loans are :

(i) Vehicle loan

- Vehicle loan of H27.00 taken by the Company, from Axis Bank, during the year ended March 31, 2019 and was secured

against hypothecation of the respective vehicle. The applicable rate of interest is 8.80% per annum (March 31, 2022: 8.80% per annum). The loan is repayable in 60 monthly instalments.

c) In case of term loans from bank, the terms are as under: -

(i) Short term loan of H350.00 (March 31, 2022: H 300.00) taken by the Company is guaranteed by Stand By Documentary Credit (SBDC) documents of its step down subsidiary, Norwest Industries Limited with HSBC Hong Kong. The maximum tenor of term loan is 120 days and it carries rate of interest of 10.25% per annum (March 31, 2022 - 7.50% per annum).

(ii) Bank overdraft limit of H350.00 (March 31, 2022: Nil) taken by the Company from Axis Bank is guaranteed by lien marked on the fixed deposit. The tenor of the loan is 12 months and it carries rate of interest of 9.25% per annum (March 31, 2022 - Nil).

(iii) Import loan facility of H2,000.00 (March 31, 2022: H1,500.00) taken by the Company is guaranteed by Stand By Documentary Credit (SBDC) documents of its step down subsidiary, Norwest Industries Limited with HSBC Hong Kong. The maximum tenor of term loan is 180 days and it carries rate of interest mutually agreed upon and linked to prevalent Bank MCLR.

c) The amount does not include any amount due to be transferred to Investor Protection and Education fund.

d) Disclosure of payable to vendors as defined under the Micro, Small and Medium Enterprises Development Act, 2006 is based on the information available with the Company regarding the status of registration of such vendors under the said Act and as per the intimation received from them on requests made by the Company. There are no overdue principal amounts / interest payable amounts for delayed payments to such vendors at the Balance Sheet date except disclosed above.

b) Defined benefit plans

In accordance with Ind AS 19 âEmployee benefitsâ, an actuarial valuation on the basis of âProjected unit credit methodâ was carried out, through which the Company is able to determine the present value of obligations. âProjected unit credit methodâ recognizes each period of service as giving rise to additional unit of employees benefit entitlement and measures each unit separately to built up the final obligation.

i) Gratuity scheme

The Company has defined benefit gratuity plan. Gratuity is calculated as 15 days salary for every completed year of service or part thereof in excess of 6 months and is payable on retirement / termination/ resignation. The benefit vests on completing 5 years of service by the employee. The Company makes provision of such gratuity liability in the books of account on the basis of actuarial valuation as per projected unit credit method.

g) Other transaction

The Company has taken an secured loan from bank guaranteed by stand by documentary credit limit of its step down subsidiary namely Norwest Industries Limited - Hong Kong with HSBC Bank.

h) Terms and conditions of transactions with related parties: All the transaction with the related parties are made on terms equivalent to those that prevail in armâs length transactions.

i) In respect of figures disclosed above:

(i) the amount of transactions/ balances are without giving effect to the Ind AS adjustments on account of fair valuation/ amortization.

(ii) Remuneration and outstanding balances of KMP does not include long term benefits by way of gratuity and compensated absences, which are currently not payable and are provided on the basis of actuarial valuation by the Company.

j) There are no reportable transactions/balances as required under Regulation 34(3) of SEBI (Listing and Other Disclosure requirements) Regulations, 2015.

Note 34: Capital management

The Company aims to manage its capital efficiently so as to safeguard its ability to continue as a going concern and to optimize returns to our shareholders.

The capital structure of the Company is based on managementâs judgement of the appropriate balance of key elements in order to meet its strategic and day-to-day needs. We consider the amount of capital in proportion to risk and manage the capital structure in light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders or issue new shares. The Company policy is to maintain a stable and strong capital structure with a focus on total equity so as to maintain investor, creditors and market confidence and to sustain future development and growth of its business. The Company will take appropriate steps in order to maintain, or if necessary adjust, its capital structure.

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

b) For the purpose of capital management, capital includes issued equity capital and all other reserves attributable to the equity holders of the Company.

c) No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (âIntermediariesâ) with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries). The Company has not received any fund from any party(s) (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

Note 35 : Fair value disclosure

Set out below, is a comparison by class of the carrying amounts and fair value of the Companyâs financial instruments, carrying value of financial assets and financial liabilities including trade receivable, cash and cash equivalent, other bank balances, other financial assets, trade payables, borrowings, other financial liabilities etc. represent the best estimate of fair value. The management assessed that fair value of these financial assets and liabilities significantly approximate their carrying amount.

Note 36 : Fair value hierarchy

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

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

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

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

i) Valuation technique used to determine fair value

Investment in Parc design investment limited: The investment (19%) has been valued at fair value based on exit price as per Ind AS 113, being determined based on a firm commitment by a buyer, secured by an agreement.

Investment in Waterbridge Ventures II (Trust): The investment has been valued at NAV obtained from the the Trust as at the reporting date.

ii) There have been no transfers between level 1, level 2 and level 3 category during the years ended on March 31, 2023 and March 31, 2022. Note 37: Financial risk management objectives and policies

The Company''s principal financial liabilities comprise trade and other payables, borrowings, current maturity of borrowings, lease liability, security deposit received, interest accrued, employees payable, dues to related party and capital creditors. The main purpose of these financial liabilities is to finance the Company''s operations and to provide guarantees to support its operations. The Company''s principal financial assets includes investment in subsidiaries, security deposits, loan receivable, trade receivables, cash and cash equivalents and other bank balances.

The Company is exposed to credit risk, liquidity risk and market risk. The Companyâs senior level personnel oversees the management of these risks.

A. Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk applicable in case of the Company primarily includes interest rate risk and currency risk.

i) Interest rate risk

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

B. Credit risk

Credit risk is the risk that counterparty will default on its contractual obligations resulting in finance loss to the Company. The Company continuously monitors defaults of customers and other counterparties and incorporate this information into its credit risk control. The Company also uses expected credit loss model to assess the impairment loss in trade receivables and makes an allowance of doubtful trade receivables using this model.

i) Trade receivables

The Company''s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the customer, including the default risk of the industry and country in which the customer operates, also has an influence on credit risk assessment. Customer credit risk is managed by each business unit subject to the Company''s established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed based on an extensive credit rating. Outstanding customer receivables are regularly monitored. The Company

limits its exposure to credit risk from trade receivables by establishing a appropriate credit period for customer. Loss rates are based on actual credit loss experience and past trends. Based on the historical data, loss on collection of receivable is not material hence no additional provision created.

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

An impairment analysis is performed at each reporting date on an individual basis for major clients. The calculation is based on historical data. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets is disclosed in note 35. The Company does not hold any collateral as security.

C. Liquidity risk

Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses. The Company''s objective is to, maintain optimum levels of liquidity to meet its cash and collateral requirements. It maintains adequate sources of financing including loans from banks at an optimized cost.

Note 38 : Segment reporting

In accordance with Accounting Standard Ind As 108 âOperating Segment'', segment information has been disclosed in the consolidated financial statements of the Company, and therefore, no separate disclosure on segment information is given in these standalone financial statements.

Performance obligations

Revenue is recognised when a customer obtains control of the goods which is ordinarily upon shipment or on delivery at the customer premises and on completion of performance obligation. Revenue is recognised at a transaction price allocated to the extent of performance obligation satisfied after deduction of any trade discounts, volume rebates and any taxes or duties collected on behalf of the government which are levied on sales such as goods and services tax, etc. For the accounting policy for revenue recognition refer Note 3 (g).

Sale of goods

The performance obligation is satisfied upon delivery of goods, except for new customers where payment in advance is normally required.

Note 40: Leases a) As a lessee

Assets taken on lease

The Company has taken leases for office building. The lease rent paid for short term lease is recognized as an expense in Statement of Profit and Loss during the year ended March 31, 2023.

b) As a lessor

The Company has entered into operating leases on its investment property located at Gurugram. All leases include a clause to enable upward revision of the rental charge on an annual basis according to prevailing market conditions. Refer note 5 for rental income and future minimum rentals receivable under non-cancellable operating leases as at March 31, 2023 and March 31, 2022.

Note 41 : Commitments and Contingencies a) Commitments

(i) Capital commitment:

Particulars	Year ended	Year ended
Particulars	March 31, 2023	March 31, 2022
Estimated amount of contracts remaining to be executed on capital account (net of advances)"	-	-

(ii) Other commitment:

a) The Company has entered into a Capital commitment agreement during the year where contribution has to be made to Fireside (the ââFundââ) and the contribution agreement has been executed between Vistra ITCL (India) Limited (the âTrustee Companyâ), WaterBridge Capital Management LLP (the âInvestment Managerâ) and the Company (The âââcontributorââ) in which the contributor has committed H 1000.00 which will be paid as per the terms of agreement. During the year, 10% (March 31, 2022 - 50%) of the amount i.e. H 100.00 (March 31, 2022- 500.00) has been contributed based on the drawdown notice received from the fund. Total contribution till March 31, 2023 is H 600.00.

b) The Company has entered into a Capital commitment agreement where contribution has to be made to Fireside Ventures Investment Fund III (âFundâ) and the contribution agreement has been executed between Orbis Trusteeship Services Private Limited (the âTrustee Companyâ), Fireside Ventures Advisory LLP (the âInvestment Managerâ) and The Company (The ââcontributorââ) in which the contributor has committed H 700.00 which will be paid as per the terms of agreement. During the year, 10% (March 31, 2022 - Nil) of the amount i.e. H 70.00 (March 31,2022 - Nil) has been contributed based on the drawdown notice received from the fund. Total contribution till March 31, 2023 is H 70.00.

b) Contingent Liabilities (to the extent not provided for)
Particulars	Year ended March 31, 2023	Year ended March 31, 2022
Claims against company not acknowledged as debt:
- On account of stamp duty on demerger - Tenancy case	148.20	148.20
- On account of stamp duty on demerger - Tenancy case	-	15.00
	148.20	163.20

- The Company has been a filed writ petition before the Hon''ble High Court of Delhi (PDS Multinational Fashions Limited Vs. Collector of Stamp, Civil Writ Petition being W. P. (C) No. 7509 of 2015) for quashing the orders dated June 19, 2015 and July 9, 2015 passed by the Collector of Stamps and saddled with a liability of H 148.20 based on the misrepresentation and misreading of the judgement passed by the Hon''ble High Court of Delhi in Delhi Towers vs. GNCT of Delhi 1(2010) 159 comp. cases 129 (Delhi).

- Pending resolution of the respective proceedings, it is difficult to estimate the timings of cash outflows, if any, in respect of the above as it is determinable only on receipt of judgement/decisions pending with various forums/authorities. The Group does not expect the outcome of these proceedings to have a materially adverse effect on its financial position. The Group does not expect any reimbursements in respect of the above contingent liabilities.

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

c) The Hon''ble Supreme Court of India has passed a judgement relating to definition of wages under the Provident Fund Act, 1952 on February 28, 2019. However, considering that there are numerous interpretative issues related to the judgement and in the absence of reliable measurement of the provision for the earlier period, the Company has made provision for provident fund contribution from the date of order. The Company will evaluate its position and update provision, if required, after receiving further clarity in this regard.

Note 43: Corporate Social Responsibility The Company has spent an amount of H15.16 (March 31, 2022: H 7.90) during the year as required under Section 135 of the Companies Act, 2013 in the areas of education, healthcare, woman empowerment and environment. The amount was spent by way of contribution to Soham Foundation for the purpose of educating children of H 15.16.

A. Employee Stock Option Plan 2021 - Plan A and Plan B

i) Brief description of the share based payment arrangement

On April 3, 2021, the Company established the PDS Multinational Fashions Limited - Employee Stock Option Plan 2021 -Plan A (âPlan Aâ) which entitles key managerial personnel and senior employees to purchase shares of the Company. On July 27, 2021, the Company established the PDS Multinational Fashions Limited Employee stock option plan 2021 - Plan B (âPlan Bâ) through Direct and through Trust route for other KMP and senior employees. The plans are designed to provide incentives to the employees of the Company to deliver long-term returns. The Plans are administered by the Nomination and Remuneration committee. During the year ended 31 March 2023, the Company has granted 4,70,000 (March 31, 2022 -5,443,660) equity settled stock options (ESOPs) under these plans. Vesting of the options would be subject to continuous employment with the Company and hence the options would vest with passage of time. In addition to this, the Nomination and remuneration committee may also specify certain performance parameters subject to which the options would vest. Options granted under the plan didnât carry dividend or voting rights. On exercise, each option is convertible into one equity share. The key terms and conditions related to the grants under these plans are as follows; all options are to be settled by the delivery of shares.

# Pursuant to the approval of the shareholders at the Annual General Meeting of the Company held on July 29, 2022, each equity share of face value of H 10/- per share has been subdivided into 5 (five) equity shares of face value of H2/- per share

*The number of instruments and the exercise prices are in absolute figures.

iii) Fair Value of the option granted during the year

The Fair value of ESOPs granted under Plan B have been measured using the Black-Scholes option-pricing model using the following assumptions, sorted according to their grant dates:

Expected volatility during the expected term of the options is based on historical volatility of the observed market prices of the Companyâs publicly traded equity shares during 5 years before the date of Grant. The Group believes that such measure of volatility is currently the best available indicator of the expected volatility used in these estimates.

The expected life of the ESOP is estimated based on the vesting term and contractual term of the ESOP, as well as expected exercise behavior of the employee who receives the ESOP.

Risk-free interest rates are determined using the implied yield currently available for India government issues with a remaining term equal to the expected life of the options

Expected dividend yields are based on the annualised approved dividend rate and the market price of Holding Companyâs common stock at the time of grant. No assumption for a future dividend rate change is included unless there is an approved plan to change the dividend in the near term.

The fair value per share of ESOP is determined based on the closing price of holding Companyâs share on the date of grant.

B. Cash Settled Share based payment (Phantom Stock Units )

i) Brief description of the share based payment arrangement

On October 22, 2021 the Group established the PDS Multinational Fashions Limited - Phantom Stock Units Plan 2021 (âPhantom stock planâ), which entities few senior employees of the Group to a cash payment on exercise. During the year ended March 31, 2023 the Group has not granted any Stock Units (âPhantom Stock Units/ PSUâ) (March 31, 2022 - 4,17,500). These PSUâs carry a verting period of up to 4 years and an exercise period of 4 years from the date of vesting.

*The number of instruments and the exercise prices are in absolute figures.

Expected volatility during the expected term of the options is based on historical volatility of the observed market prices of the Company''s publicly traded equity shares during 5 years before the date of Measurement. The Group believes that such measure of volatility is currently the best available indicator of the expected volatility used in these estimates.

The expected life of the PSU is estimated based on the vesting term and contractual term of the ESOP, as well as expected exercise behavior of the employee who receives the PSU.

Risk-free interest rates are determined using the implied yield currently available for India government issues with a remaining term equal to the expected life of the options

Expected dividend yields are based on the annualised approved dividend rate and the market price of Holding Company''s common stock at the time of grant. No assumption for a future dividend rate change is included unless there is an approved plan to change the dividend in the near term

The fair value per share of ESOP is determined based on the closing price of holding Company''s share on the date of grant.

Note 46: Additional information, as required under Schedule III to the Companies Act, 2013,

(a) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

(b) The Company does not have any transactions with companies struck off.

(c) The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or previous year.

(d) The Company has not been declared as wilful defaulter by any bank or financial institution or government or any government authority.

(e) The Company has complied with the number of layers prescribed under the Companies Act, 2013.

Note 47: Covid 19

The spread of COVID-19 had severely impacted businesses around the globe in FY 20 and FY 21. As a result, the operations of the Group were impacted in these financial years with a series of lockdowns announced by the Governments of respective countries. However, in the current year, the Group has carried out its business activities without any significant limitations imposed due to COVID 19The Group will continue to closely monitor any material changes arising of future economic conditions and impact on its business and believes that it has sufficient financial resources to operate for the next twelve months

Note 48: The Company has established a comprehensive system of maintenance of information and documents as required by the transfer pricing legislation under sections 92-92F of the Income Tax Act 1961. Since the law requires existence of such information and documentation to be contemporaneous in nature, the Company regularly updates the documentation for the International transactions entered into with the associated enterprises during the period as required under law. The Management is of the opinion that its international transactions are at arm''s length so that the aforesaid legislation will not have any impact on the standalone financial statements, particularly on the amount of tax expense and that of provision for taxation.

Note 49: No material events have occurred between the balance sheet date to the date of issue of these standalone financial statements that could affect the values stated in the standalone financial statements as at March 31, 2023.

Note 50: Figures have been rounded off to the nearest H lakhs except otherwise stated.

Note 51: Prior year amounts have been regrouped / reclassified wherever necessary, to conform to the presentation in the current year, which are not material.

Mar 31, 2022

The Company''s investment property comprises property situated at Udyog Vihar, Gurugram, Haryana, India. The Management has determined that the investment property consists of two class of assets - Land and building - based on the nature, characteristics and risks of the property.

The fair valuation of the said property is based on current prices in the active market for similar properties. The main input used are quantum, area, location, population, profile of surrounding developments, negotiations, connectivity and accessibility.

The fair value is based on valuation performed by an accredited independent valuer during the current year. Fair valuation of investment property is based on the sales comparable method for land and depreciated replacement cost method for built up structure. The fair value measurement is categorized in Level 3 of fair value hierarchy.

(d) The Company has entered into an agreement where contribution has to be made to WaterBridge Ventures II Trust (the "Fund") and the contribution agreement has been executed between Vistra ITCL (India) Limited (the âTrustee Companyâ), WaterBridge Capital Management LLP (the âInvestment Managerâ) and The Company (The "contributor").

*During the year Company has established share option plans that entitle key managerial personnel and senior employees of the group to purchase shares in the Company. The employee stock option plan is designed to provide incentives to the employees of the Company, its subsidiaries and step down subsidiaries (collectively referred to as ''the Group'') to deliver long-term returns.

During the year company has granted 653,400 stock options to key managerial personnel and senior employees of the group. and routed through deemed investment as subsidiaries and associates does not have primary obligation to settle the transaction.

b) The Company has not issued any bonus shares or any shares for consideration other than cash during five years immediately

preceding March 31,2022.

#, the Company has purchased 4,245 shares through ESOP trust during the year ended March 31, 2022.

c) Terms/ rights attached to equity shares:

1. The Company has only one class of equity share having a par value of ''10 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

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

b) The nature of security for the loans are :

(i) Vehicle loan

- Vehicle loan of ''57.35 taken by the Company, from BMW Financial Services, during the year ended March 31, 2021 and was secured against hypothecation of the respective vehicle. The applicable rate of interest is 7.50% per annum (March 31, 2021: 7.50% per annum). The loan is repayable in 60 monthly instalments. During the year company has repaid full amount with interest

- Vehicle loan of ''27 taken by the Company, from Axis Bank, during the year ended March 31, 2019 and was secured against hypothecation of the respective vehicle. The applicable rate of interest is 8.8% per annum (March 31, 2021: 8.8% per annum). The loan is repayable in 60 monthly instalments.

c) In case of term loans from bank, the terms are as under: -

(i) Term loan of ''1500 taken by the Company during the year ended March 31,2015 and March 31, 2016 is guaranteed by Stand By Documentary Credit (SBDC) documents of its step down subsidiary, Norwest Industries Limited with HSBC Hong Kong. The maximum tenor of term loan is 7 years with 1 year moratorium period and it is repayable in 24 equal quarterly installments over the said tenor.

(ii) Term Loan of ''300 taken by the Company during the year ended March 31,2017 is also guaranteed by SBDC documents of its step down subsidiary, Norwest Industries Limited with HSBC Hong Kong. The maximum tenor of term loan is 6 years and it is repayable in 23 equal quarterly installments over the said tenor.

(iii) Term Loan carries rate of interest ranging from 8.50% to 10.25% per annum (March 31, 2021: 9.60% to 10.25% per annum)

(iv) Short term loan of ''300 taken by the Company during the year ended March 31, 2022 is also is also guaranteed by SBDC documents of step down subsidiary, Norwest Industries Limited with HSBC Hong Kong. The maximum tenor of short term loan is 4 months and is repayable on demand. The applicable rate of interest is 7.5% per annum

d) Unsecured loan from related party are repayable on demand and carries interest rate of 10% per annum (March 31, 2021: 10% per annum). The loan has been repaid during the year.

The amount does not include any amount due to be transferred to Investor Protection and Education fund.

Disclosure of payable to vendors as defined under the Micro, Small and Medium Enterprises Development Act, 2006 is based on the information available with the Company regarding the status of registration of such vendors under the said Act and as per the intimation received from them on requests made by the Company. There are no overdue principal amounts / interest payable amounts for delayed payments to such vendors at the Balance Sheet date except disclosed above.

b) Defined benefit plans

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

i) Gratuity scheme

* During the year, the group purchase the remaining interest in Sourcing solutions limited on May 12, 2021. Therefore, it become wholly owned subsidiary thereafter. Earlier Sourcing Solutions Limited BVBA was a subsidiary of Sourcing Solutions limited which became associate after above acquisition.

** Incorporated during the year ended March 31, 2021.

*** Acquired during the year ended March 31, 2022.

^A Mrs. Payal Seth is the controlling shareholder.

^AA The Board of Directors of the Company has appointed Mr. Parth Gandhi effective from May 27, 2021, Mr Mungo Park, Mr Robert Sinclair effective from November 09, 2021 and Mr. Nishant Parikh and Ms. Yael Gairola effective from December 08, 2021 as Independent Director and KMP of the Company. Mr. Ashok Kumar Chhabra, Mr. Ashok Kumar Sanghi has resigned as an Independent Director & KMP of the Company on November 09, 2021, Mr. Ashutosh Bhupatkar has resigned as an Independent Director & KMP of the Company on December 08, 2021 and Mr. Saraswathy Venkateswaran has resigned as an Independent Director & KMP of the Company on March 14, 2022.

aaa The Board of Directors of the Company has appointed Mr. Sanjay Jain as Chief Executive Officer and KMP of the Company effective from January 15, 2021. Mr. Omprakash Makam Suryanarayana has resigned as Chief Executive Officer & KMP of the Company on January 14, 2021 and continues his association as Group Chief Operating Officer with effect from January 15, 2021. However, he has resigned from its position of Group Chief Operating Office effective from April 09, 2021.

# Mr. Ashish Gupta was appointed as a Chief Financial Officer and Whole Time Key Managerial Personnel of the Company w.e.f. May 28, 2021 at the Board Meeting held on May 27, 2021. Mr. Ajai Singh has resigned as Chief Financial Officer of the Company w.e.f. close of business hours of May 27 2021. However, he will continue his association with the Company as Executive Director - Treasury & Manufacturing w.e.f. May 28, 2021.

## The Board of Directors of the Company has appointed Mr. Abhishekh Kanoi as Head of Legal and Company Secretary and KMP of the Company effective from January 11, 2021. Mr. Chandra Sekhara Reddy has resigned as Head of Legal and Company Secretary and KMP of the Company on January 10, 2021.

% The Company has created an Employee Benefit Trust for providing share-based payment to its employees. The Company uses the Trust as a vehicle for distributing shares to employees under the employee remuneration schemes. The Trust buys shares of the Company from the market, for giving shares to employees. The Company treats Trust as its extension and shared held by the Trust are treated as treasury shares.

e) Other transaction

The Company has taken unsecured loan from bank guaranteed by stand by documentory credit limit of its step down subsidiary namely Norwest Industries Limited - Hong Kong with HSBC Bank.

f) Terms and conditions of transactions with related parties: All the transaction with the related parties are made on terms equivalent to those that prevail in arm''s length transactions.

g) In respect of figures disclosed above:

(i) t he amount of transactions/ balances are without giving effect to the Ind AS adjustments on account of fair valuation/ amortization.

(h) There are no reportable transactions/balances as required under Regulation 34(3) of SEBI (Listing and Other Disclosure requirements) Regulations, 2015.

Note 34: Capital management

The Company aims to manage its capital efficiently so as to safeguard its ability to continue as a going concern and to optimize returns to our shareholders. The capital structure of the Company is based on management''s judgement of the appropriate balance of key elements in order to meet its strategic and day-to-day needs. We consider the amount of capital in proportion to risk and manage the capital structure in light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders or issue new shares.

The Company policy is to maintain a stable and strong capital structure with a focus on total equity so as to maintain investor, creditors and market confidence and to sustain future development and growth of its business. The Company will take appropriate steps in order to maintain, or if necessary adjust, its capital structure.

Note 35 : Fair value disclosure

Set out below, is a comparison by class of the carrying amounts and fair value of the Company''s financial instruments, carrying value of financial assets and financial liabilities including trade receivable, cash and cash equivalent, other bank balances, other financial assets, trade payables, borrowings, other financial liabilities etc. represent the best estimate of fair value.

The management assessed that fair value of these financial assets and liabilities significantly approximate their carrying amount.

Note 36 : Fair value hierarchy

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

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

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

i) Valuation technique used to determine fair value:

Investment in Parc design investment limited: The investment (19%) has been valued at fair value based on exit price as per Ind AS 113, Further, the value of investment is based on a firm commitment by a buyer, secured by an agreement.

Investment in Waterbridge Ventures II (Trust): The investment has been valued at NAV obtained from the Management of the trust

ii) There have been no transfers between level 1, level 2 and level 3 category during the years ended on March 31, 2022 and March 31, 2021.

Note 37: Financial risk management objectives and policies

The Company''s principal financial assets includes investment in subsidiaries, security deposits, loan receivable, trade receivables, cash and cash equivalents and other bank balances.

The Company is exposed to credit risk, liquidity risk and market risk. The Company''s senior level personnel oversees the management of these risks.

B. Credit risk

i) Trade receivables

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

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

C. Liquidity risk

Contract assets primarily relate to the Company''s right to consideration for work completed but not yet billed at reporting date for services rendered to customers. Contract assets are transferred to receivables when the rights become unconditional.

Contract liabilities primarily relate to the Company''s obligation to transfer goods or services to customer for which the Company has invoiced the customer or received advances from the customer for rendering of services. Contract liabilities are recognized as revenue as the Company performs under the contract.

(ii) Other commitment:

The Company has entered into a Capital commitment agreement where contribution has to be made to WaterBridge Ventures II Trust (the "Fund") and the contribution agreement has been executed between Vistra ITCL (India) Limited (the âTrustee Companyâ), WaterBridge Capital Management LLP (the âInvestment Managerâ) and The Company (The "contributor") in which the contributor has committed ''1,000.00 which will be paid as per the terms of agreement. During the year, 50% of the amount i.e. ''500.00 has been contributed based on the drawdown notice received from the fund.

*- The Company has filed a Petition in the High Court of Delhi under section 9 of Arbitration and Conciliation Act for securing the our interest/rightful entitlement of due rent and maintenance Charges payable by the tenant. The case is under settlement process and hence the security deposit received from the tenant is considered as contingent liability.

The Hon''ble Supreme Court of India has passed a judgement relating to definition of wages under the Provident Fund Act, 1952 on February 28, 2019. However, considering that there are numerous interpretative issues related to the judgement and in the absence of reliable measurement of the provision for the earlier period, the Company has made provision for provident fund contribution from the date of order. The Company will evaluate its position and update provision, if required, after receiving further clarity in this regard.

A. Employee Stock Option Plan 2021 - Plan A and Plan B

i) Brief description of the share based payment arrangement

On April 3, 2021, the Company established the PDS Multinational Fashions Limited - Employee Stock Option Plan 2021 - Plan A (''Plan A¹) which entitles key managerial personnel and senior employees to purchase shares of the Company. On July 27, 2021, the Company established the PDS Multinational Fashions Limited Employee stock option plan 2021 - Plan B (''Plan B'') through Direct and through Trust route for other KMP and senior employees. The plans are designed to provide incentives to the employees of the Company to deliver long-term returns. The Plans are administered by the Nomination and Remuneration committee. As at 31 March 2022, the Company has granted 1,088,732 equity settled stock options (ESOPs) under these plans. Vesting of the options would be subject to continuous employment with the Company and hence the options would vest with passage of time. In addition to this, the Nomination and remuneration committee may also specify certain performance parameters subject to which the options would vest.

Expected volatility during the expected term of the options is based on historical volatility of the observed market prices of the Company''s publicly traded equity shares during 5 years before the date of Grant. The Group believes that such measure of volatility is currently the best available indicator of the expected volatility used in these estimates.

The expected life of the ESOP is estimated based on the vesting term and contractual term of the ESOP, as well as expected exercise behavior of the employee who receives the ESOP.

Risk-free interest rates are determined using the implied yield currently available for India government issues with a remaining term equal to the expected life of the options.

The fair value per share of ESOP is determined based on the closing price of holding Company''s share on the date of grant.

B. Cash Settled Share based payment (Phantom Stock Units)

i) Brief description of the share based payment arrangement

On October 22, 2021 the Group established the PDS Multinational Fashions Limited - Phantom Stock Units Plan 2021 (''Phantom stock plan''), which entities few senior employees of the Group to a cash payment on exercise. The Group has granted granted 83,500 Stock Units (''Phantom Stock Units/ PSU'') as at 31 March 2022. These PSU''s carry a verting period of up to 4 years and an exercise period of 4 years from the date of vesting.

The expected life of the PSU is estimated based on the vesting term and contractual term of the ESOP, as well as expected exercise behavior of the employee who receives the PSU.

Risk-free interest rates are determined using the implied yield currently available for India government issues with a remaining term equal to the expected life of the options.

The fair value per share of ESOP is determined based on the closing price of holding Company''s share on the date of grant.

Note 46: Covid 19

The spread of COVID-19 had severely impacted businesses around the globe in FY 20 and FY 21. As a result, the operations of the Group were impacted in these financial years with a series of lockdowns announced by the Governments of respective countries. However, in the current year, the Group has carried out its business activities without any significant limitations imposed due to COVID 19.The Group will continue to closely monitor any material changes arising of future economic conditions and impact on its business and believes that it has sufficient financial resources to operate for the next twelve months

Note 47: The Company has established a comprehensive system of maintenance of information and documents as required by the transfer pricing legislation under sections 92-92F of the Income Tax Act 1961. Since the law requires existence of such information and documentation to be contemporaneous in nature, the Company regularly updates the documentation for the International transactions entered into with the associated enterprises during the period as required under law. The Management is of the opinion that its international transactions are at arm''s length so that the aforesaid legislation will not have any impact on the standalone financial statements, particularly on the amount of tax expense and that of provision for taxation.

Note 48: No material events have occurred between the balance sheet date to the date of issue of these standalone financial statements that could affect the values stated in the standalone financial statements as at March 31, 2022.

Note 49: Figures have been rounded off to the nearest '' lakhs except otherwise stated.

Note 50: The previous year''s figure have been regrouped/rearranged wherever necessary, to make them comparable to those of the current year.

Mar 31, 2018

Note 1 : Earnings per share (EPS)

Earnings per share (EPS) is determined based on the net profit attributable to the shareholder before other comprehensive Income. Basic earnings per share is computed using the weighted average number of equity shares outstanding during the year whereas Diluted Earnings per share is computed using the weighted average number of common and dilutive equivalent shares except for the case where the result becomes anti- dilutive.

Note 2 : Gratuity and other post-employment benefit plans

a) Defined contribution plans

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

The contribution payable to these schemes by the Company are at the rates specified in the rules of the schemes.

b) Defined benefit plans

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

i) Gratuity scheme

The Company has defined benefit gratuity plan. Gratuity is calculated as 15 days salary for every completed year of service or part thereof in excess of 6 months and is payable on retirement / termination/ resignation. The benefit vests on completing 5 years of service by the employee. The Company makes provision of such gratuity asset/ Liability in the books of account on the basis of actuarial valuation as per projected unit credit method.

ii) Compensated absences

The Company operates compensated absences plan wherein every employee is entitled to the benefit equivalent to 15 days leave salary for every completed year of service subject to maximum 30 accumulations of leaves. The salary for calculation of earned leave is last drawn salary. The same is payable during the service, early retirement, withdrawal of scheme, resignation by employee or upon death of employee.

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

e) Other Transaction

The Company has taken Unsecured loan from Bank guaranteed by stand by documentary credit limit of its step down subsidiary namely Norwest Industries Limited - Hong Kong with HSBC Bank.

f) Terms and conditions of transactions with related parties

All the transaction with the related parties are made on terms equivalent to those that prevail in armâs length transactions. Outstanding balances at the year-end are unsecured and carried interest rate, wherever applicable.

Note 3: Capital Management

For the purpose of Companyâs capital management, capital includes issued equity capital, Share Premium and all other equity reserves attributable to the equity holders. The primary objective of the Companyâs capital management is to maximise the shareholder value.

The Company manages its capital structure and makes adjustment to it, in light of changes to economic conditions. To maintain or adjust the capital structure, the company may adjust the dividend payment to shareholders, return capital, issue new shares for cash, repay debt, put in place new debt facilities or undertake other such restructuring activities as appropriate. The Company monitors capital using a gearing ratio, which is net debt divided by total capital as under:

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

In order to achieve this overall objective, the Companyâs capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. The above analysis indicates that the company has improved upon the financial leverage and has lower debt to service as on March 31,2018.

Note 4 : Fair values Disclosure

Set out below, is a comparison by class of the carrying amounts and fair value of the Companyâs financial instruments. Here the disclosure is made for non-current financial assets and non-current financial liabilities, carrying value of current financial assets and financial liabilities including trade receivable, cash and cash equivalent, other bank balances, other financial assets, trade payables , current borrowing, other current financial liabilities etc. represent the best estimate of fair value.

The management assessed that fair value of these short term financial assets and liabilities significantly approximate their carrying amount largely due to short term maturities of these instruments

Note 5 : Fair Value hierarchy

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

Level 1: Quoted (unadjusted) prices in active markets for identical assets or liabilities. Level 2: Valuation techniques for which the lowest level input that has a significant effect on the fair value measurement are observable, either directly or indirectly. Level 3: Valuation techniques for which the lowest level input which has a significant effect on the fair value measurement is not based on observable market data.

The following table provides the fair value measurement hierarchy of the Companyâs assets and liabilities

Valuation technique used to determine fair value:

Security Deposit : Discounted Cash Flow Method using risk adjusted discount rate.

(i) There have been no transfers between level 1 and level 2 category during the year ended on respective reporting date given above. Note 37: Financial risk management objectives and policies

The Companyâs principal financial liabilities comprise trade and other payables, borrowings, current maturity of borrowings, interest accrued and capital creditors. The main purpose of these financial liabilities is to finance the Companyâs operations and to provide guarantees to support its operations. The Companyâs principal financial assets includes Investment in Subsidiaries/Associates, Security Deposits, Trade Receivables, Cash and Cash equivalents, Other Bank Balances.

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

A. Market risk

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

i) Interest rate risk

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

The Companyâs main interest rate risk arises from long-term borrowings with variable rates, which expose the Company to interest rate risk.

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

ii) Foreign currency risk

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

B. Credit risk

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

i) Trade receivables

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

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

An impairment analysis is performed at each reporting date on an individual basis for major clients. The calculation is based on historical data. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets disclosed in Note 35. The Company does not hold collateral as security._

C. Liquidity risk

Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses. The Companyâs objective is to, maintain optimum levels of liquidity to meet its cash and collateral requirements. It maintains adequate sources of financing including loans from banks at an optimised cost.

Note 6: First time adoption of Ind AS

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

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

Exemptions applied

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

a) Mandatory exceptions

i) Estimates

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

ii) De-recognition of financial assets:

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

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

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

b) Optional exemptions

i. Deemed Cost-Previous GAAP Carrying Amount: (PPE and Intangible Assets) :

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

ii. Leases :

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

iii. Investment in Subsidiary:

Ind AS 101 permits a first-time adopter to elect to continue Previous GAAP carrying value for its investments in equity instruments of Subsidiary. Accordingly, the Company has elected to apply the said exemption.

iv. Business combinations:

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

f) Footnotes to the reconciliation of equity as at April 01, 2016 and March 31, 2017 and Statement of Profit & Loss for the year ended March 31, 2018:

i. Security Deposit

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

ii. Lease Equalisation Reserve

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

iii. Prior Period Expenses

Under previous GAAP, prior period items was required to be disclosed separately in the financial statements. However, as per Ind AS, Company is required to adjust material prior period errors retrospectively by restating the comparative amounts for the earliest prior period presented. Further, where the amount of prior period pertains to the period before the earliest prior period presented, opening balances of the earliest period presented are restated.

iv. Employee benefits

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

v. Deferred tax

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

vi. Other comprehensive income

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

vii. Reclassification Adjustment

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

Note 7 : Segment Reporting (a) Primary Segment Information:

The companyâs operating segments are established on the basis of those components of the group that are evaluated regularly by the Executive Committee (the âChief Operating Decision Makerâ as defined in Ind AS 108 - âOperating Segmentsâ), in deciding how to allocate resources and in assessing performance. These segments are based on the companyâs management and internal reporting structure. The accounting policies adopted for segment reporting are in line with the accounting policy of the Company. The management has identified the following as two operating segments for the Company:

i) Corporate Services - The Company provides Corporate services for its overseas Subsidiaries. Corporate Service Income comprises of amounts billed for providing services such as Corporate Strategic/Management and support services rendered to inter-company affiliate(s) in accordance with terms of agreements entered into with them.

ii) Others-Renting of Properties - Company has during the year completed the construction of immovable property situated at Udyog Vihar, Gurgaon. Two out of seven floors of the property has been let out, during the year, to the entities with in the same group. Service Income comprises amounts billed for leasing out the property and other support services rendered to entities, within the same group, in accordance with terms of agreements entered into with them. a) Revenue and Expenses have been identified to a segment on the basis of relationship to operating activities of the segmentâs) Segment Assets and Segment Liabilities represent Assets and Liabilities in respective segments. Investments, tax related assets and other assets and liabilities that cannot be allocated to a segment on reasonable basis have been disclosed as âUnallocated"

Note 8 : Commitments and Contingencies (All amounts in '' lakhs, unless otherwise stated)

a) Commitments

Estimated amount of contracts remaining to be executed on capital account (net of advances) and which have not been provided for in the financial statements, amounts to '' Nil lakhs (March 31, 2017: '' 119.60 lakhs, April 1, 2016: '' 279.98 lakhs).

b) Contingent Liabilities

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

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

Note 9: The Company has not spent any amount towards Corporate Social Responsibility during the financial year 2017-18. As certified by the Management and as per sub-section (1) of Section 135 of the Companies Act, 2013 read with Rule 3 of Companies (Corporate Social Responsibility Policy) Rules, 2014; the Company is not required to spend any amount towards CSR activities during the financial year 2017-18.

Note 10: The Company has established a comprehensive system of maintenance of information and documents as required by the transfer pricing legislation under sections 92-92F of the Income Tax Act 1961. Since the law requires existence of such information and documentation to be contemporaneous in nature, the Company regularly updates the documentation for the International transactions entered into with the associated enterprises during the period as required under law. The Management is of the opinion that its international transactions are at armâs length so that the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation.

Note 11: Figures have been rounded off to the nearest '' lakhs except otherwise stated.

Note 12 : The financial statements of the Company for the year ended March 31, 2018 were approved by the Board of Directors and authorised for issue on May 29, 2018.

Mar 31, 2016

Note 1: The balances of trade payables & trade receivables are subject to reconciliation and confirmation as on March 31, 2016.

Note 2: The Company has established a comprehensive system of maintenance of information and documents as required by the transfer pricing legislation under sections 92-92F of the Income Tax Act 1961. Since the law requires existence of such information and documentation to be contemporaneous in nature, the Company regularly updates the documentation for the International transactions entered into with the associated enterprises during the period as required under law. The Management is of the opinion that its international transactions are at armâs length so that the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation.

Note 3: The figures are rounded off to the nearest rupee.

Note 4: Previous year figures have been regrouped & reclassified wherever considered necessary.

Mar 31, 2015

Note 1: LEASES

Asset Taken on Lease

(a) The Company has taken immoveable property located at Bangalore on lease. The lease agreement is valid till September, 2015 and lease rentals(including transfer to lease equalisation reserve) amounting to Rs. 1,866,552 (March 31,2014: Rs. 1,894,706) has been debited to the Statement of Profit and Loss during the year in pursuance of Accounting Standard - 19 " Leases" notified under Company (Accounts) Rules 2014. Future minimum lease rentals as on March 31, 2015 are as under:

Note 2: The Company has not spent any amount towards Corporate Social Responsibility during the financial year 2014-15. As certified by the Management and as per sub-section (1) of Section 135 of the Companies Act, 2013 read with Rule 3 of Companies (Corporate Social Responsibility Policy) Rules, 2014; the Company is not required to spend any amount towards CSR activities during the financial year 2014-15.

Note 3: In view of the management, the Current Assets, Loans & Advances have a value on realization in the ordinary course of business at least equal to the amount, at which they are stated in the Balance Sheet as at March 31, 2015.

Mar 31, 2014

Note 1. Corporate Information

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

Note 2

2.1 Basis of Preparation

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

2.2 Uses of Estimates

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

(A) Terms/rights attached to equity shares

The company has only one class of equity shares having per value of Rs. 10 per share. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividends in Indian rupees. For the year ended March 31, 2014, the amount of Rs. 2 per (March 31, 2013: Rs. 1 per share) share has been proposed to be declared as dividend for distribution to equity shareholders. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

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

a. In case of secured loans, the nature of security are:

(i) The Loan from Kotak Mahindra bank was secured by exclusive first charge on immovable property located at Plot No. 10; Sector - 5 , Growth center, Bawal. However, during the year ended March 31, 2014 the bank released the charge from such property and presently the loan is (with effect from Aug 2013) secured by charge on immvobale property situated at Plot No. 446, Phase-V, Udyog Vihar Industrial Estate, Haryana. The loan is also secured by personal guaranter of the Promoter director.

(ii) Term loan from Axis bank is secured by equitable mortgage on property situated at plot no. 21/13-X, Block-A, Naraina Industrial Area, Phase-II, New Delhi owned and guaranteed by the promoter directors of the company. The account was repayable Rs. 909,600 p.m. by January 2016. However, the loan account is preclosed and outstanding amount is fully paid before the reporting date. Accordingly, the security corresponding to this loan has also been released as of the reporting date.

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

a) In case of secured loans, the nature of security are:

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

b) Loan from Directors: Loan from directors is repayable on demand, taken during ordinary course of business.

2. The Depreciation of Rs. 97,461,842 for the year includes depreciation of Rs. 19,690,911 on assets transferred under scheme of Demerger through column "Depreciation- Deletion on account of Demerger" in the above chart. Therefore, depreciation for the year charged to statement of Profit & Loss is Rs. 77,770,931.

3. In the earlier years, the company had initiated the process of converting its leasehold land into freehold land. However, the deed is yet to be transferred in the name of the Company as at March 31, 2014.

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

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

6. Cost of Land Include Rs. 3,070,006 (March 31, 2013: Nil) being borrowing cost capitalised in accordance with Accounting Standard AS-16 on "Borrowing Cost" as specified in the Companies Accounting Standard Rules 2006.

7. The above includes the amount of Land of Rs. 15,954,319 (March 31, 2013 : Rs. 15,954,319) & Building of Rs. 23,434,599 (March 31, 2013 : Rs. 23,434,599) situated at Narshingpur, Tehsil District gurgaon for which the company has executed an agreement for the construction of commercial project with DLF Retail Developers Ltd. on November 30th 2007. However, as certified by the Management, the work has not started during the financial year 2013-14.

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

(i) Defined Contribution Plan

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

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

(ii) Defined Benefit Plan: It includes:

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

b) Gratuity in case of Chennai Division (Unfunded)

c) Leave encashment/Compensated absence (Unfunded)

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

Note 2: Contingent Liabilities and Commitments

i) Corporate Guarantee given by the Company

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

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

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

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

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

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

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

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

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

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

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

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

- To Intesa Sanpaolo S.p.A, Hongkong Branch for securing credit facilities to its step down subsidiary Norwest Industries Ltd. or Simple Approach Ltd. or Zamira Fashions Ltd, Hong Kong for Rs. NIL (March 31,2013: USD 18,000,000 equivalent to Rs. 979,020,000).

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

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

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

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

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

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

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

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

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

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

D. Scheme of Arrangement

During the year, consequent upon sanction of ÂScheme of ArrangementÂ (the Scheme), for demerger of the Sourcing, Distribution and Marketing Business of the Company (hereinafter referred as ÂDemerged UndertakingÂ) into PDS Multinational Fashions Limited (ÂTransferee CompanyÂ), as approved by the HonÂble High Court of Delhi vide its Order dated March 10, 2014 u/s 394(2) of the Companies Act, 1956 and subsequent filing of said Order with the Registrar of Companies, NCT of Delhi & Haryana on May 13, 2014 being the ''Effective Date'', the financial statements of the Company have been prepared in accordance with the relevant clauses of the Scheme as under:- i) The demerger has been accounted for under the Âpooling of interestÂ method as prescribed by the Accounting Standard (AS-14) of the Company (Accounting Standards) Rules, 2006. Accordingly, for the year ended March 31, 2014, all assets and liabilities of the ÂDemerged UndertakingÂ have been transferred to the Transferee Company at the book values with effect from April 01, 2012 being the ÂAppointed DateÂ resulting into a reduction in ÂShare Premium AccountÂ by Rs. 10,677.74 Lacs. Further, there is no difference in accounting policies between the Company and the Transferee Company; hence no adjustments have been made.

Note 3: Lease

a) Asset Given on Lease

(i) Minimum Lease Payments Receivables

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

Note 4: Currency Derivatives

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

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

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

Note 5: In view of the management, the current assets, loans and advances have a value on realization in the ordinary courses of business at least equal to the amount, at which they are stated in the Balance Sheet as at 31st March, 2014.

Note 6: There is no reportable segment of the company in view of the Accounting Standard -17 ''Segment Reporting'' as issued by the Companies (Accounting Standards) Rules, 2006

Note 7: The Company has established a comprehensive system of maintenance of information and documents as required by the transfer pricing legislation under sections 92-92F of the Income Tax Act 1961. Since the law requires existence of such information and documentation to be contemporaneous in nature, the Company is in process of updating the documentation for the International transactions entered into with the associated enterprises during the period as required under law. The Management is of the opinion that its international transactions are at arm''s length so that the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation

Note 8: Previous year figures have been regrouped & reclassified whereever necessary.

Note 9: Figures have been rounded off to the nearest rupee.

Mar 31, 2013

Corporate Information

PDS Multinational Fashions Limited is a limited Company domiciled in India and incorporated on April 06, 2011 under the provisions of the Companies Act,1956.

A. Terms/rights attached to Equity shares

The Company has only one class of equity shares having a par value of Rs.10 per share.

Each holder of Equity shares is entitled to one vote per share. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribu -tion of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

Note 2: In view of the management, the current assets have a value on realization in the ordinary course of business at least equal to the amount, at which they are stated in the Balance Sheet as at March 31, 2013.

Note 3: There is no reportable segment of the Company in view of the Accounting Standard-17 "Segment Reporting" as issued by the Companies (Accounting Standard) Rules, 2006.

Note 4: The balances of trade payables & trade receivables are subject to confirmation.

Note 5: Amount rounded off to the nearest rupee.

Note 6: Previous year figures have been regrouped & reclassified whereever considered necessary.

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