Directors Report of PDS Ltd.

Mar 31, 2025

The Board of Directors of your Company (“Board”) are pleased to present the 14^th Annual Report together with the Annual Audited
Standalone and Consolidated Financial Statements on the business and operations of the Company for the financial year ended
March 31, 2025.

FINANCIAL HIGHLIGHTS

Particulars	Consolidated		Standalone
	March 31, 2025	March 31, 2024	March 31, 2025	March 31, 2024
Revenue from Operations	12,57,798.85	10,37,264.96	45,567.10	62,541.97
Other Income	4,954.15	3,467.45	8,318.10	7,571.53
Total Expenses	12,35,812.07	10,18,110.65	46,327.22	61,928.37
Profit from Operations Before Exceptional Item and Taxes	26,940.93	22,621.76	7,647.91	8,185.13
Share of loss of associates and joint ventures	(91.99)	617.81	-	-
Exceptional Item	-	-	-	-
Profit Before Tax	26,848.94	23,239.57	7,647.91	8,185.13
Tax Expense (including deferred taxes)	2,711.46	2,971.49	373.16	277.17
Profit After Tax	24,137.48	20,268.08	7,274.75	7,907.96
Other Comprehensive Income/(Loss)	(7,149.11)	7,080.13	(7.42)	(13.36)
Total Comprehensive Income Earnings Per Share (Rs.)	16,988.37	27,348.21	7,267.33	7,894.60
Basic	11.44	10.98	5.30	6.02
Diluted	11.28	10.77	5.23	5.91

FINANCIAL PERFORMANCE & THE STATE OF
COMPANY AFFAIRS

FINANCIAL PERFORMANCE

Consolidated

The revenue from operations of the Company for financial
year ended March 31, 2025, is H 12,57,798.85 Lakhs as against
H 10,37,264.96 Lakhs in the previous year. The Consolidated
Profit after Tax for financial year ended March 31, 2025 is H
24,137.48 Lakhs as compared to H 20,268.08 Lakhs in the
previous year, mainly due to lower realization of sales and
increase of employee cost and other expenses.

Standalone

The revenue from operations of the Company stood at
H 45,567.10 Lakhs for financial year ended March 31, 2025 as
against H 62,541.97 Lakhs in the previous year. The Company
reported a Profit after Tax of H 7,274.75 Lakhs for financial year
ended March 31, 2025 as compared to H 7,907.96 Lakhs in the
previous year mainly due to increase of employee cost and
other expenses.

Detailed information on the affairs of the Company has been
covered under ''Management Discussion & Analysis'', forming
part of this Annual Report.

Details of the Company''s annual financial performance as
published on the Company''s website and presented during the

Analysts'' Meet, after declaration of the annual results, can be
accessed using the following link: https://pdsltd.com/investors/
financial reports/#investor-updates-and-call-transcripts.

No material changes and commitments have occurred after
the close of the year under review till the date of this Report,
which can affect financial position of the Company.

During the financial year, there have been no changes in the
nature of business of the Company.

FUND RAISED THROUGH QUALIFIED
INSTITUTIONAL PLACEMENT (QIP)

During the financial year, the Company successfully completed
its first equity raise since its listing in 2014, raising H43,000
lakhs through QIP in August 2024. The net proceeds from
the QIP are intended to be deployed towards the repayment
or prepayment, in full or in part, of certain borrowings by
the Company and/or its subsidiaries, as well as for potential
strategic unidentified acquisitions, other inorganic growth
initiatives, and general corporate purposes.

This capital infusion has further strengthened the Company''s
robust capital structure, significantly enhanced its financial
flexibility, and positioned it well to accelerate the execution of
its long-term growth strategy.

AWARDS & RECOGNITION

During the financial year, the Company was certified as a
Great Place to Work® by GPTW (India) , received the WOW
Workplace Award by Jombay and Best Organisations for
Women 2025 by ET Edge.

INVESTOR RELATIONS

During the year under review, the Company continued
to actively engage with the investor community through
participation in various conferences and regular interactions
via in-person meetings, group meetings, and video/audio calls.
The senior leadership, including the Executive Vice Chairman,
Group Chief Executive Officer, Group Chief Financial Officer,
and Deputy Group Chief Financial Officer, dedicated time to
communicate the Company''s performance, strategic direction,
capital allocation priorities, growth plans for emerging business
verticals, and key ESG initiatives. These engagements also served
to address queries and concerns raised by investors and analysts.

During the year. the Company hosted it''s first Investor Day in
June 2024, which witnessed participation from the investor
community. The event featured presentations by senior
management and business vertical heads, providing insights into
the performance and roadmap of the Company''s key verticals.
All key investor events during FY2024-25—including quarterly
earnings calls and analyst meet —were well attended.

The Company remains committed to ensuring transparency and
timely dissemination of material information, with all relevant
updates made available on its official website for the benefit of
all stakeholders.

B

DIVIDEND AND RESERVES

During the financial year, the Board at their meeting held on
October 29, 2024, declared interim dividend of H 1.65 (Rupee
One and Sixty-Five Paise) per equity share of face value of
H 2.00 each, i.e., 82.50%, which has been paid on November
25, 2024. Total outflow on account of interim dividend payout
amounted to H 2325.28 Lakhs.

Based on the Company''s performance and overall financial
health of the Company for the financial year ended March
31, 2025, the Board has recommend, for approval of the
Shareholders, a final dividend of H 1.70 (Rupees One and Seventy
Paise) per equity share of face value of H 2.00 each, i.e., 85%.

The Board has recommended the final dividend based on
parameters laid down in the Dividend Distribution Policy. The
dividend shall be paid out of the profits of the financial year.

The said dividend, if approved by the Shareholders at the
ensuing Annual General Meeting ("AGM”) will be paid to those
Shareholders whose name appear on the register of Members
(including Beneficial Owners) of the Company as at the end of

Thursday, July 17, 2025. The said dividend, if approved by the
Shareholders, would involve a cash outflow of H 2402.77 Lakhs.

During the financial year under review, no profit was transferred
to the general reserve account.

In view of the applicable provisions of Income Tax Act,
1961, dividend paid or distributed by the Company shall be
taxable in the hands of the Shareholders. The Company
shall, accordingly, make payment of the final dividend after
deduction of tax at source.

Dividend Distribution Policy

Pursuant to Regulation 43A of the SEBI (Listing Obligations
& Disclosures Requirements) Regulations, 2015 ("SEBI
Listing Regulations"), the Board formulated a Dividend
Distribution Policy. The said policy is available on the
website of the Company at https://pdsltd.com/wp-content/
uploads/2023/06/Dividend-Distribution-Policy.pdf.

DEPOSITS

During the financial year, the Company has neither invited nor
accepted any deposits from the public within the meaning of
Section 73 of the Companies Act, 2013 ("the Act”) read with the
Companies (Acceptance of Deposits) Rules, 2014.

EMPLOYEE STOCK OPTION PLAN

During the financial year and pursuant to the applicable
provisions of the Act and SEBI (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021 ("SBEB Regulations”), the
Company has framed and instituted 4 (Four) Employee Benefits
Plans outlined below are designed to attract, retain, motivate
and reward employees while also enabling them to participate
in growth, development and success of the Company:

(a) PDS Limited - Employee Stock Option Plan
2021("PDS ESOP 2021”)

(b) PDS Limited - Employee Stock Option Plan 2021 - Plan A
("PDS ESOP 2021”)

(c) PDS Limited - Employees Stock Option Plan 2021 - Plan
B ("PDS ESOP PLAN B 2021”)

(d) PDS Limited - Phantom Stock Units Plan 2021
("PDS Phantom 2021”)

The Nomination and Remuneration Committee (''NRC'')
administers all the Employee Benefits Plans mentioned above.

At the 13^th AGM held on July 26, 2024, shareholders approved
an increase in the loan amount to the PDS ESOP Trust from
H9,20,00,000 to H9,46,68,590. The loan is intended for the
subscription and/or purchase of the Company''s equity shares
by the PDS ESOP Trust/Trustees, in one or more tranches,
within the limits prescribed under the PDS ESOP Plan B 2021
Scheme. The approved loan amount remains within the limits
prescribed under the Act.

The Plans are compliant with the provisions of Section 62 of
the Act and the SBEB Regulations. Details of the Schemes
have been provided in note no. 44 of the standalone financial
statements. AH the Plans adopted by the Company are available
on the website of the Company at https://pdsltd.com/investors/
corporate governance/#po[icies. The disclosure containing
the details of options granted, options vested, number of
shares allotted upon exercise of options, etc. as required under
the SBEB Regulations is given as Annexure 1 to this Report
and is also available on the website of the Company at https://
pdsltd.com/investors/financial reports/#annual-reports

A certificate issued by the Secretarial Auditor, certifying that
all ESOP Plans have been implemented in accordance with
SBEB Regulations and in accordance with the resolution(s)
passed by the Shareholders of the Company is made available
on the website of Company at https://pdsltd.com/investors/
corporate governance/ . The certificate will also be available
for electronic inspection by the members during the AGM
of the Company.

PDS INCENTIVE PLAN 2021

At the Extra-Ordinary General Meeting held on February 25,
2021, the Shareholders approved PDS Limited - PDS Value
Creation Incentive Plan 2021 ("PDS Incentive Plan 2021”) for
employees of the Company and its subsidiaries.

The PDS Incentive Plan 2021 aims to reward key employees
of the Company and its subsidiaries for their performance and
contributions in delivering strong returns and creating value for
Shareholders'' investments. Additionally, it aims to incentivize
these employees to contribute to the Company''s future growth
and profitability.

SHARE CAPTIAL

During the financial year, there has been no change in the
Authorized Share Capital of the Company, as at March 31,
2025, it remained at H50,00,00,000/- divided into 25,00,00,000
Equity Shares of H2/- (Rupees Two Only) each.

The Issued and Paid-up Share Capital of the Company
increased following the allotment of 13,92,856 equity shares
upon the exercise of an equal number of stock options by
employees of the Company and its subsidiaries, as well as the
allotment of 80,22,388 equity shares through a QIP fund raise.

The details of changes in the Issued and Paid-up Share Capital
during the year are given below:

Particulars	No. of Shares	Share Capital (?)
As on April 1, 2024	13,19,03,139	26,38,06,278
Increased during the year	94,15,244	1,88,30,488
As on March 31, 2025	14,13,18,383	28,26,36,766

During the financial year, the Company has not issued any
debentures, bonds or non-convertible securities.

CREDIT RATING

During the financial year under review, the Company has no
outstanding instruments for which the credit rating needs
to be obtained.

INTERNAL FINANCIAL CONTROL SYSTEMS AND
IT''S ADEQUACY

Financial Statements of the Company comply with the Ind AS
specified under Section 133 of the Act.

The Company has put in place adequate internal controls with
reference to accuracy and completeness of the accounting
records and timely preparation of reliable financial information,
commensurate with the size, scale and complexity of operations
and ensures compliance with various policies and statutes in
keeping with the organization''s pace of growth, increasing
complexity of operations, prevention and detection of frauds
and errors. The design and effectiveness of key controls were
tested and no material weaknesses were observed. The Audit
Committee reviews and evaluates the adequacy of internal
financial control and risk management systems, periodically.
Efficacy of Internal control systems are tested periodically by
Internal Auditors and regular reviews by the management, and
Internal Control over financial reporting is tested and certified
by the Statutory Auditors.

The Board also reviews the internal processes, systems and
the internal financial controls and accordingly, the Directors''
Responsibility Statement contains confirmation as regards
to adequacy of the internal financial controls. Assurance on
the effectiveness of Internal Financial Controls is obtained
through management reviews, self-assessment, continuous
monitoring by functional heads as well as testing of the internal
financial control systems during the course of audits. We
believe that these systems provide reasonable assurance that
our internal financial controls are designed adequately and are
operating as intended.

Information on the Internal Control Systems and its adequacy
has been covered under the Management Discussion &
Analysis, forming part of this Annual Report.

During the financial year under review and based on the
presentation made by the Statutory Auditors no material or
serious observation has been highlighted for inefficiency or
inadequacy of such controls.

Compliance Management

To ensure compliance with all the applicable laws, we
have rolled out a strong and robust digital compliance
tool. A comprehensive compliance checklist prepared by
an independent agency, has been developed to outline all
applicable requirements. Each item is mapped to a designated
compliance owner responsible for confirming adherence
to ensure that the compliances are completed within the
defined timelines, automated email reminders are sent to the
individual owners to comply with the requirements within
stipulated timelines.

The respective heads of departments are required to certify
the compliance mapped to their function for onwards
submission to the Board in a summarized form along with
legal and regulatory update. To ensure comprehensiveness,
periodic audits of the compliance tool are conducted by
the management and corrective actions are taken to ensure
strict adherence.

Additionally, an independent agency periodically updates the
checklist either on a periodic basis or in response to specific
events, in order to ensure completeness.

SUBSIDIARY, JOINT VENTURES AND ASSOCIATE
COMPANIES

The Company has several subsidiaries, joint ventures and
associates spread across the globe. As on March 31, 2025, the
Company had 142 subsidiaries, 5 Joint Ventures, 5 Associates
and 1 Controlled Trust. Details regarding change in subsidiaries,
associates and joint venture companies are set out in Note 2 of
the Consolidated Financial Statements.

The Companies which were newly added or ceased to be subsidiaries / associate / joint ventures during the financial year
are as follows:

Entities Incorporated/ acquired

Sl. No.	Name	Country
1	Pangram Celebrity Brands Private Limited	India
2	Kontemporary Koncepts Private Limited	India
3	NexStyle Apparel Manufacturing Limited	India
4	Sunny UP US Limited	USA
5	PDS Online Enterprise USA Inc	USA
6	PDS North America LLC	USA
7	New Lobster USA LLC	USA
8	Positive Materials Limited	UK
9	Onme Soho Health and Beauty Limited	UK
10	Adaptive Fashion Limited (Erstwhile Unhidden - UK Limited.)	UK
11	Roksanda UK Limited	UK
12	Northern Brands Limited (Erstwhile Subtract Retail Limited)	UK
13	OLE Fashion Limited (Erstwhile PDS Online Enterprise UK Limited)	UK
14	Simple Approach Trading FZCO	UAE
15	Tritron Fashion FZCO	UAE
16	Onme Soho Health and Beauty FZCO	UAE
17	Angelic-Partners Limited	Hong Kong
18	Brand Collective BCPT, Unipessoal LDA	Portugal
19	Poeticgem Europe Limited	Ireland
20	PDS MEA Limited	Egypt
21	SNE Moda Tasarim Sabayi ve Ticaret Anonim Sirketi	Turkey

Entities Dissolved/ Liquidated / Disposed Off

Sl. No.	Name	Country
1	Dizbi Private Limited	India
2	Blueprint Design Limited	Hong Kong
3	JJ Star Industrial Limited	Hong Kong
4	Kindred Fashion Limited	Canada
5	Nodes Studio LDA	Portugal

Entities Merged

Sl. No. Name	Country
1 S.O.T Garments India Private Limited	India

The Consolidated Financial Statements of the Company have
been prepared in accordance with Section 129(3) of the Act
and Regulation 34 of the SEBI Listing Regulations and form part
of this Annual Report. A statement containing salient features
of the Financial Statements of subsidiaries, joint ventures and
associate companies are stated in the prescribed Form AOC-
1 which is attached as Annexure 2, which forms part of the
Annual Report. The statement also provides details of the
performance and financial position of each of the subsidiaries,
joint ventures and associates. The consolidated financial

statements presented in this Annual Report include financial
performance and financial position of the subsidiaries, joint
ventures and associate companies.

The details of the material subsidiaries of the Company are
provided in the Report on Corporate Governance, which forms
part of this Annual Report. The policy for determining material
subsidiaries of the Company is available on the Company''s
website at https://pdsltd.com/investors/corporate
governance/#po[icies.

BOARD OF DIRECTORS & KEY MANAGERIAL
PERSONNEL

Directors

Non-Executive & Non-Independent Directors

During the financial year, Mrs. Paye! Seth (DIN: 00003035)
has tendered her resignation as Non-Executive and Non¬
Independent Director on October 29, 2024, effective at the
close of business hours on March 31, 2025, due to her other
pre-occupations and personal commitments.

Based on the recommendations of the NRC and the Board of
Directors, the members approved, through a postal ballot on
April 30, 2025, the continuation of directorship of Dr. Deepak
Kumar Seth (DIN: 00003021) as the Non-Executive Non¬
Independent Director of the Company, beyond the age of 75
(Seventy-Five) Years.

As on the date of this report, Dr. Deepak Kumar Seth - Chairman,
Mr. Parth Gandhi and Ms. Yael Gairola are the Non-Executive
& Non-Independent Directors of the Company, who are liable
to retire by rotation.

Executive Director

As on the date of this report, Mr. Pallak Seth is the Executive
Director Vice-Chairman of the Company.

In accordance with the provisions of the Act and the Articles of
Association of the Company, Mr. Pallak Seth, is liable to retire by
rotation at the ensuing 14^th AGM and being eligible, has offered
himself for re-appointment. On the recommendation of the
NRC, the Board of Directors recommends his re-appointment
as Director, liable to retire by rotation. The said re-appointment
is subject to the approval of members at the ensuing AGM.

Independent Directors

During the financial year, Mr. Mungo Park
(DIN: 09390792) resigned as Independent

Director on October 29, 2024, effective at the

close of business hours on March 31, 2025, due to his other
pre-occupations and personal commitments. He has also
confirmed that there is no material reason for his resignation
other than those mentioned above, which was intimated to the
Stock Exchanges.

Based on the performance evaluation and considering the
expertise, skills, strategic insights, constructive challenge to
viewpoints, deep understanding of the Company''s business
operations, and awareness of industry and global trends, the
Nomination & Remuneration Committee and the Board of
Directors have recommended to the members of the Company
the re-appointment of Ms. Sandra Campos as Independent
Director of the Company for a second term of 2 (two) years
w.e.f. November 28, 2025 to November 27, 2027 (both days
inclusive). The proposal for re-appointment of Ms. Sandra is
included in the notice of the ensuing AGM for the approval
of the Members.

As on the date of this report, Mr. Nishant Parikh, Mr. B G
Srinivas, Mr. Robert Sinclair and Ms. Sandra Campos are the
Independent Directors of the Company.

All the Directors of the Company have confirmed that they
are not disqualified to act as Director in terms of Section
164 of the Act.

In the opinion of the Board, all the directors, including the
directors appointed/ re-appointed during the year, possess the
requisite qualifications, experience, expertise, proficiency and
hold high standards of integrity.

Key Managerial Personnel

As on March 31, 2025, Mr. Sanjay Jain, Group Chief Executive
Officer, Mr. Rahul Ahuja, Group Chief Financial Officer
and Mr. Abhishekh Kanoi, Head of Legal & Group Company
Secretary are Key Managerial Personnel of the Company in
accordance with the provisions of Section 2(51) read with
Section 203 of the Act.

Declaration by Independent Directors

All Independent Directors of the Company have given requisite
declarations confirming that (i) they meet the criteria of
independence as laid down under Section 149(6) of the Act
along with Rules framed thereunder and Regulation 16(1) (b)
of the SEBI Listing Regulations; (ii) continue to comply with the
Code of Conduct of the Company as applicable to the Board
and Senior Managerial Personnel, and Code of Conduct laid
down under Schedule IV of the Act; and (iii) that they are not
aware of any circumstance or situation, which exists or may be
reasonably anticipated, that could impair or impact their ability
to discharge their duties with impartial and unbiased judgment
and without any external influence.

The Independent Directors have further confirmed that
they have registered themselves with the Independent
Directors Database maintained by the Indian Institute of
Corporate Affairs, in accordance with Section 150 read with
Rule 6 of the Companies (Appointment and Qualification of
Directors) Rules, 2014, and that they continue to hold valid
registration certificates.

Board Meetings

During the year under review, 10 (ten) Meetings of the Board
were held. A detailed update on the Board, its composition,
governance of committees, number of Board and Committee
meetings held during financial year under review and attendance
of the Directors thereat, is provided in the Report on Corporate
Governance, which forms part of this Annual Report.

Compliance with Secretarial Standards

The Company has complied with the applicable Secretarial
Standards, i.e. SS-1 and SS-2, on the ''Meetings of the Board of
Directors'' and ''General Meetings'', respectively.

Constitution of various Committees

The Board has constituted the following Committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders'' Relationship Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

During the financial year, all recommendations made by the
Committees of the Board, including the Audit Committee,
were accepted by the Board.

Policies on the appointment of Directors and their
Remuneration

The Board recognizes the importance of having a diversified
board, viz. constructive discussion, better decision making and
long-term value creation for all Stakeholders. In order to ensure
diversity, standardize the process of selection of an individual
at the Board or Senior Management level and pursuant to the
provisions of Section 178 of the Act read with Regulation 19 of
the SEBI Listing Regulations, the Company has formulated and
adopted a Nomination & Remuneration Policy on appointment
and remuneration of Directors, Senior Management and
Key Managerial Personnel including criteria for determining
qualifications, positive attributes, independence of a director
and other matters. The Nomination and Remuneration
Policy is available on the website of the Company https://
pdsltd.com/wp-content/uploads/2022/07/Nomination-and-
Remuneration-Policy.pdf.

We affirm that the remuneration paid to the Directors are as
per the terms laid out in the Nomination and Remuneration
Policy of the Company.

Policies

The Board, from time to time, has framed and revised various
Polices as per the applicable acts, rules, regulations and
standards for better governance and administration of your
Company. The Policies are made available on the website of
the Company at https://pdsltd.com/investors/corporate
governance/#policies.

Annual Evaluation by the Board

NRC, in consultation with the Board, has formulated robust
framework for evaluation of performance of the Board, its
committees, individual directors including the Chairperson
of the Company keeping in view the board practices. The
evaluation process for the financial year under review
involved circulating customized questionnaires tailored
to the industry in which Company operates, analyzing the
responses received, and presenting a summary to the Board
and respective committees. All the Directors participated in the
evaluation process.

The result of evaluation was discussed in the respective
committee meetings. Recommendations arising from the
evaluation process were considered by the Board and the
committees to optimize its effectiveness.

A detailed disclosure on the framework of Board Evaluation
including outcome and action plan has been provided in the
Report on Corporate Governance.

Familiarization Programmes

The Company has adopted a structured induction programme
for orientation and training of Directors at the time of their
joining to provide them with an opportunity to familiarize
themselves with the Company, its management, its operations,
and the industry in which the Company operates.

A note on the adopted structured induction programme, along
with a description of the ongoing and other than ongoing
programmes conducted for orientation and training of the
Directors is provided in the report on Corporate Governance,
which forms part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with Section 134(5) of the
Act, the Board has confirmed that:

a. the applicable Accounting Standards had been followed
in the preparation of the annual accounts along with
proper explanation relating to material departures;

b. such accounting policies have been selected and applied
consistently and such judgments and estimates have
been made that are reasonable and prudent so as to give
a true and fair view of the state of affairs and that of the
profit of the Company at the end of the financial year;

c. proper and sufficient care has been taken for the
maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding
the assets of the Company and for preventing and
detecting fraud and other irregularities;

d. the annual accounts have been prepared on a
going concern basis;

e. the proper internal financial controls were in place and
that such internal financial controls are adequate and
were operating effectively; and

f. the system to ensure compliance with the provisions of
all applicable laws were in place and that such systems
were adequate and operating effectively.

AUDITORS AND AUDITOR''S REPORT

Statutory Auditors and Auditor''s Report

As per Section 139 of the Act and the Rules framed thereunder,
M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm

Registration Number: 001076N/ N500013), were appointed
as Statutory Auditors of the Company at the 8^th AGM held on
November 13, 2019, to hold office from the conclusion of the
13^th AGM till the conclusion of the 18^th AGM. The Statutory
Auditors have confirmed that they continue to remain eligible
to act as the Statutory Auditors of the Company.

There are no qualifications, reservations, adverse remarks
or disclaimers made by the Statutory Auditors, in their Audit
Report for the financial year under review. The Notes on
Financial Statements referred to in the Auditor''s Report are
self-explanatory and do not call for any further comments.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act read
with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board has appointed
M/s. SGGS & Associates, Practicing Company Secretaries [ICSI
Unique Code: P2021MH086900], to undertake the Secretarial
Audit of the Company for the financial year under review. The
Secretarial Audit Report for the financial year ended March 31,
2025, in the prescribed Form MR - 3 is attached to this Report
as Annexure 3. The said Secretarial Audit Report was issued
with qualifications and the management response on the same
are detailed in the report which are self-explanatory.

Based on the recommendation of the Audit Committee, the
Board of Directors, at its Meeting held on May 15, 2025, subject
to the approval of the Members of the Company, approved the
appointment of M/s. SGGS & Associates ("SGGS”), Practicing
Company Secretaries [ICSI Unique Code: P2021MH086900],
as the Secretarial Auditors of the Company, for a first term of
five consecutive years to hold office of the Secretarial Auditor
from the financial year 2025-26 to the financial year 2029-30.

The proposal for appointment of SGGS as the Secretarial
Auditors of the Company is included in the notice of the
ensuing AGM for the approval of the Members.

SGGS had submitted a consent letter stating that it is eligible
for appointment as Secretarial Auditor as per the provisions of
Section 204 of the Companies Act, 2013, and Regulation 24A
of the SEBI Listing Regulations, and circulars issued thereunder.

Annual Secretarial Compliance Report

Pursuant to Regulation 24A of the SEBI Listing Regulations,
the Secretarial Compliance Report issued by the Secretarial
Auditor of the Company for the financial year ended March 31,
2025, has been submitted to the Stock Exchanges.

Further, in this regard, please note that the Company does
not have any material unlisted Indian subsidiary during
financial year 2024-25.

Cost Auditors

During the financial year, provisions of Section 148 of the Act,
read with Companies (Audit & Auditors) Rules, 2014, and other
applicable provisions, if any, relating to maintenance of cost
records and cost audit are not applicable to the Company.

Details of fraud reported by the Auditors

During the financial year, neither the Statutory Auditors nor
the Secretarial Auditors of the Company have reported any
instances of frauds committed in the Company by its officers
or employees to the Audit Committee under Section 143(12)
of the Act and therefore, no detail is required to be disclosed
under Section 134(3) (ca) of the Act.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with Section 135 of the Act and the Rules made
thereunder, the Company has adopted a Corporate Social
Responsibility ("CSR”) Policy, and the Board has constituted
a Committee to implement CSR activities. The composition
of the Committee and additional details are provided in the
Corporate Governance Report, forming part of this Report.

During the financial year, the Company was statutorily required
to spend H 33,60,717 towards CSR contribution. However, the
Company has contributed H 63,41,602 towards CSR activities
for the financial year, which was over and above the statutory
requirements as per the Act. The CSR contribution was made
to ''Soham for Kids Education Society'' in Hyderabad (India)
towards helping unprivileged and orphaned children by way
of providing free education, mid-day meals, good healthcare
facilities, vocational training, etc. The activities undertaken are
in accordance with Schedule VII of the Act. The brief outline of
CSR Policy of the Company and the Company''s CSR initiatives
and activities during the financial year as required under the
Companies (Corporate Social Responsibility Policy) Rules,
2014 are set out in Annexure 4, forming part of this Report.

RISK MANAGEMENT

The Company has a robust and integrated risk management
framework embedded across its operations. It considers
risk management a critical element in ensuring operational
resilience and informed decision-making in a dynamic
business environment.

The Company has a duly approved Risk Management Policy
("Policy”). The Policy encompasses around Governance
Structure, Risk Identification & Categorization, Risk
Prioritization, Risk Mitigation, Monitoring and Reporting. The
objective of this Policy is to have a well-defined approach to risk.
The Policy lays down broad guidelines for timely identification,
assessment, and prioritization of risks affecting the Company in
the short and foreseeable future. The Policy suggests framing
an appropriate response action for the key risks identified,
so as to make sure that risks are adequately compensated or
mitigated. The policy can be accessed at https://pdsltd.com/
investors/corporate governance/#policies.

Understanding the importance of managing the risk, the Board
has constituted a Risk Management Committee, which focuses
on risk management including determination of Company''s
risk appetite, risk tolerance, regular risk assessments, risk

mitigation strategies (risk identification, risk quantification and
risk evaluation), etc.

The Audit Committee has an additional oversight in the area
of financial risks and controls. The major risks identified by the
businesses and functions are systematically addressed through
mitigating actions on a continuing basis.

The development and implementation of Policy has been
covered in the ''Management Discussion and Analysis'', which
forms a part of this Report.

PARTICULARS OF EMPLOYEES

A statement of disclosure on remuneration under Section 197
of the Act and Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 ("Rules”),
is attached to this Report as Annexure 5. As per the second
proviso to Section 136(1) of the Act and second proviso of Rule
5 of the Rules, the Report and Financial Statements are sent
to the Shareholders excluding the statement on particulars
of employees under Rule 5(2) of the Rules. Any Shareholder
interested in obtaining such details may write to the Head of
Legal & Group Company Secretary of the Company at investors^
pdsltd.com and the same shall be furnished on such request.

RELATED PARTY TRANSACTIONS

All transactions entered into by the Company with its related
parties during the financial year ended on March 31, 2025,
were in the ordinary course of business and on an arm''s length
basis and hence, do not attract the provisions of Section 188
of the Act. All related party transactions are placed before the
Audit Committee for their approval, and on a quarterly basis,
the transactions entered into during the previous quarter are
reviewed. As a process, omnibus approval is obtained for related
party transactions on periodic basis for transactions which
are repetitive in nature as per criteria for making the omnibus
approval and unforeseen transactions, as long as they are in
line with the Company''s RPT Policy. Only the Independent
directors who are members of the Audit Committee are allowed
to vote on the matters relating to Related Party Transactions.
The Audit Committee has full power to call for any information
from the management and appoint third party to ensure that
transactions are carried out in best interests of the Company.

The Board of Directors has formulated a Policy on dealing
with Related Party Transactions pursuant to the provisions of
the Act and the SEBI Listing Regulations. The Policy includes
clear threshold limits and intends to ensure that proper
reporting, approval and disclosure processes are in place for
all transactions between the Company and related parties.
During the financial year, the Board of Directors had revised
the Policy on Related Party Transaction in order to align the
said policy with the amendments made in Regulation 23 of
SEBI Listing Regulations.

The Policy is uploaded on the website of the Company at
https://pds1td.com/wp-content/up1oads/2022/07/Po1icy-on-
Re1ated-Party-Transanctions.pdf.

During the financial year, the Company did not enter any
material transaction, contract or arrangement with related
parties therefore the disclosure in the prescribed Form AOC-2
in terms of Section 134 of the Act is not required.

ANNUAL RETURN

The Annual Return of the Company as on March 31, 2025 in
Form MGT 7, in accordance with Section 92(3) of the Act read
with the Companies (Management and Administration) Rules,
2014, is available on the website of the Company at https://
pdsltd.com/investors/financial reports/#annua1-reports.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

In terms of Regu1ation 34 and Schedu1e V of the SEBI Listing
Regu1ations, the Management Discussion and Ana1ysis
Report is presented in a separate section, forming part of
this Annua1 Report.

CORPORATE GOVERNANCE

The Company is dedicated in fostering a cu1ture anchored
in fundamenta1 va1ues and ethica1 governance standards.
We consistent1y upho1d transparency in our operations and
p1ace significant emphasis on ethica1 conduct in a11 aspects
of our business. In terms of Regu1ation 34 of the SEBI Listing
Regu1ations, the Report on Corporate Governance for the
financia1 year ended March 31, 2025 is attached to this report
as Annexure 6.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

As per Regu1ation 34 of the SEBI Listing Regu1ations, the
Business Responsibi1ity and Sustainabi1ity Report is attached
as Annexure 7, forms part of this Report and is a1so avai1ab1e
on the Company''s website at https://pds1td.com/investors/
financia1 reports/.

VIGIL MECHANISM/ WHISTLEBLOWER POLICY

The Company has imp1emented a Vigil Mechanism Po1icy,
a1so known as the Whist1eb1ower Po1icy, to address instances
of fraud and mismanagement. This po1icy empowers the
Company''s Stakeho1ders to report genuine concerns regarding
unethica1 behavior, suspected fraud, or breaches of the Code
of Conduct. Additiona11y, it facilitates the reporting of incidents
or suspected 1eaks of unpub1ished price-sensitive information.
To enhance accessibi1ity, the Company has provided a NAVEX
hot1ine on its website for stakeho1ders to report such instances
under the Vigi1 Mechanism.

This po1icy ensures strict confidentia1ity of whist1eb1owers whi1e
hand1ing their concerns and stipu1ates non-discriminatory
treatment for individua1s raising genuine concerns. Moreover,

it includes a provision for direct access to the Chairperson
of the Audit Committee in emergency cases. The Vigil
Mechanism/Whistleblower Policy is publicly accessible on
the Company''s website at https://pdsltd.com/investors/
corporate governance/#po[icies.

During the financial year, no complaint pertaining to the
Company were received under Vigil mechanism.

DISCLOSURE UNDER SEXUAL HARRASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at
workplace and has adopted a Policy on Prevention, Prohibition
and Redressal of sexual harassment at workplace in line with the
provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and Rules
framed thereunder. An Internal Complaints Committee ("ICC”)
is in place for all workers and officers of the Company to redress
complaints received regarding sexual harassment.

During the financial year, no sexual harassment complaints
were received. The Company also arranges awareness
programs for its employees against sexual harassment.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO UNDER SECTION 134(3)(m) OF THE ACT

The details of conservation of energy, technology absorption,
foreign exchange earnings and outgo are as follows:

The company specializes in wholesale garment trading
leveraging a business model that prioritizes minimal electricity
consumption. Manufacturing activities are carried out by
subsidiary companies, and comprehensive measures for energy
management and details of technology absorption are outlined
in the Business Responsibility and Sustainability Report.

Given the nature of the Company''s business, the Company is
committed to continuously enhance its operational efficiency
and effectiveness by adopting cutting-edge technologies.
Regular reviews were conducted to monitor the progress of
various initiatives.

On a standalone basis, the Company''s earnings in foreign
exchange during the period under review amounted to H
40,834.51 Lakhs for FY 2024-25 against H53,685.15 Lakhs for
FY 2023-24 as against foreign exchange outgo equivalent to
H 38,662.83 Lakhs for FY 2024-25 against H45,931.50 Lakhs
for FY 2023-24.

There has been no expenditure on R&D during the year,
and the Company has not imported any technology during
the past 3 years.

PARTICULARS OF LOANS, GUARANTEES,
INVESTMENTS AND SECURITIES

Particulars of loans or guarantees given, investments made or
securities provided by the Company as required under Section
186(4) of the Act are contained in Note 7, Note 8 and Note
13 respectively to the Standalone Financial Statements of the
Company, forming part of this Report.

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

During the financial year, there were no significant and
material orders passed by the regulators or courts or tribunals
impacting the going concern status and the Company''s
operations in future.

CAUTIONARY STATEMENT

Statements in this Directors'' Report and Management
Discussion and Analysis Report, describing the Company''s
objectives, projections, estimates, expectations or predictions
may be "forward-looking statements” within the meaning
of applicable Securities Laws and Regulations. Actual results
could differ materially from those expressed or implied.
Important factors that could make difference to the Company''s
operations include changes in the government regulations,
developments in the infrastructure segment, tax regimes and
economic developments within India.

GENERAL

The Board states that no disclosures or reporting is required
in respect of the following items, as the same is either not
applicable to the Company or relevant transactions/events
have not taken place during the financial year:

1. The Company has neither issued any sweat equity shares
nor issued any equity shares with differential rights in
respect of dividend, voting, or otherwise.

2. There is no application/proceeding pending under the
Insolvency and Bankruptcy Code, 2016 during the financial
year under review. Further, there are no instances of one¬
time settlement with any Bank or Financial Institutions.

ACKNOWLEDGEMENT

The Board acknowledges the guidance, support extended by the Securities and Exchange Board of India, Ministry of Corporate
Affairs, Registrar of Companies and all other governmental and regulatory authorities including officials there at from time to time.

The Board also place on record their sincere appreciation for the continued support extended by the Company''s Stakeholders at
large including investors, customers, banks, financial institutions, and well-wishers during the year. The Board expresses sincere
appreciation for the valuable contributions of employees at all levels of the Company and its subsidiaries. Their dedication,
teamwork, and support have been key to the Company''s sustained growth.

By Order of the Board of Directors
For PDS Limited

Deepak Kumar Seth Pallak Seth

Chairman & Executive Vice-Chairman

Date: May 15, 2025 Non-Executive Director Director

Place: Mumbai, India DIN: 00003021 DIN: 00003040

---

Mar 31, 2024

The Board of Directors ("Board”) of your Company are pleased to present the 13^th Annual Report together with the Annual Audited Standalone and Consolidated Financial Statements on the business and operations of the Company for the financial year ended March 31, 2024.

FINANCIAL HIGHLIGHTS

(Rs. in Lakhs)
Particulars	Consolidated		Standalone
	March 31, 2024	March 31, 2023	March 31, 2024	March 31, 2023
Revenue from Operations	10,37,264.96	10,57,700.42	62,541.97	46,285.75
Other Income	3,467.45	5,153.05	7,571.53	6,912.86
Total Expenses	10,18,110.65	10,27,210.04	61,928.37	43,873.83
Profit from Operations Before Exceptional Item and Taxes	22,621.76	35,643.53	8,185.13	9,324.78
Share of loss of associates and joint ventures	617.81	31.93	-	-
Exceptional Item	-	-
Profit Before Tax	23,239.57	35,675.36	8,185.13	9,324.78
Tax Expense (including deferred taxes)	2,971.49	2,998.52	277.17	682.74
Profit After Tax	20,268.08	32,676.84	7,907.96	8,642.04
Other Comprehensive Income/(Loss)	7,080.13	2,707.02	(13.36)	(30.24)
Total Comprehensive Income	27,348.21	35,383.86	7,894.60	8,611.80
Earnings Per Share (?)
Basic	10.98	20.30	6.02	6.62
Diluted	10.77	19.93	5.91	6.50

FINANCIAL PERFORMANCE & THE STATE OF COMPANY AFFAIRS

I. Consolidated

The revenue from operations of the Company for the financial year ended March 31, 2024 is H 10,37,264.96 Lakhs as against H 10,57,700.42 Lakhs in the previous year. The Consolidated Profit after Tax for the financial year ended March 31, 2024 is H 20,268.08 Lakhs as compared to H 32,676.84 Lakhs in the previous year, mainly due to lower realization of sales and increase of employee cost and other expenses.

II. Standalone

The revenue from operations of the Company stood at H 62,541.97 Lakhs for the financial year ended March 31, 2024 as against H 46,285.75 Lakhs in the previous year. The Company reported a Profit after Tax of H 7,907.96 Lakhs for the financial year ended March 31, 2024 as compared to H 8,642.04 Lakhs in the previous year mainly increase of employee cost and other expenses.

The detailed information on the affairs of the Company has been covered under the Management Discussion & Analysis, forming part of this Annual Report.

Details of the Company''s annual financial performance as published on the Company''s website and presented during the Analyst Meet, after declaration of annual results, can be accessed using the following link: https:// pdsUd.com/investors/financial reports/#investor-updates-and-call-transcripts.

No material changes and commitments have occurred after the close of the year under review till the date of this Report, which affect the financial position of the Company.

During the year under review, there have been no changes in the nature of business of the Company.

During the year under review, the League of American Communications Professionals ("LACP”) LLP has awarded ''Platinum'' for the Company''s FY 2022-23 Annual Report in the ''LACP 2022 Vision Awards''. In its first year of submission, PDS has garnered an aggregate score of 99 out of 100, ranking it prominently amongst the top 100 reports worldwide.

(dividend and reserves

During the financial year 2023-24, the Board of the Company at their meeting held on November 1, 2023, declared interim dividend of H 1.60 (Rupee One and Sixty Paise Only) per equity share face value of H 2.00 each, i.e., 80%, which has been paid on November 27, 2023. Total outflow on account of interim dividend payout including dividend distribution tax amounted to H 2,108.41 Lakhs.

In line with the performance of the Company for the financial year 2023-24 and financial health of the Company, the Board are pleased to recommend for approval of the shareholders, a final dividend of H 3.15 (Rupees Three and Fifteen Paise Only) per equity share of face value of H 2.00 each, i.e., 157.5% for the year ended March 31, 2024.

The Board has recommended the final dividend based on the parameters laid down in the Dividend Distribution Policy and the dividend will be paid out of the profits of the year.

The said dividend, if approved by the Shareholders at the ensuing Annual General Meeting ("AGM”) will be paid to those Members whose name appears on the register of Members (including Beneficial Owners) of the Company as at the end of Friday, July 19, 2024. The said dividend, if approved by the Shareholders, would involve cash outflow of H 4,159.63 Lakhs.

During the year under review, no amount from profit was transferred to the general reserve account.

In view of the applicable provisions of the Income Tax Act, 1961, the dividend paid or distributed by the Company shall be taxable in the hands of the shareholders. Your Company shall, accordingly, make the payment of the final dividend after deduction of tax at source.

Dividend Distribution Policy

Pursuant to Regulation 43A of the SEBI (Listing Obligations & Disclosures Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Board of the Company had formulated a Dividend Distribution Policy. The said policy is available on the website of the Company at https://pdsltd.com/wp-content/ uploads/2023/06/Dividend-Distribution-Policy.pdf.

(deposits

During the year under review, the Company has neither invited nor accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 ("the Act”) read with the Companies (Acceptance of Deposits) Rules, 2014.

(employee stock option plan

During the year under review and pursuant to the applicable requirements of the Act and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("sBEB Regulation”), the Company has framed and instituted 4 (Four) Employee Stock Options Plan ("ESOP Plans”) as mentioned

below to attract, retain, motivate and reward its employees

and to enable them to participate in the growth, development

and success of the Company:

A) PDS Limited - Employee Stock Option Plan 2021

At the Extra-Ordinary General Meeting held on February 25, 2021, the shareholders approved 26,57,825 Stock Options under the ''PDS Limited - Employee Stock Option Plan 2021'' ("PDS ESOP 2021”) for the employees of the Company and its subsidiaries. Furthermore, at the 10^th AGM of the Company, held on July 30, 2021, the Shareholders approved amendment in the PDS ESOP 2021 pertaining to the extension of the maximum vesting period. This amendment effectively extends the maximum vesting period from its former duration of 3 (Three) years to the current duration of 4 (Four) years. The maximum number of shares under PDS ESOP PLAN A 2021 shall not exceed 26,57,825 equity shares. The Nomination and the Remuneration Committee of the Board ("NRC”) has been authorized to offer, issue and allot stock options to eligible employees of the Company and its subsidiaries under the PDS ESOP 2021. As required under SBEB Regulation, a disclosure is given as Annexure 1 to this Report and is also available on website of the Company at https://pdsltd.com/investors/financial reports/#annual-reports

B) PDS Limited - Employee Stock Option Plan 2021 -Plan A

At the 10^th AGM held on July 30, 2021, the shareholders approved 29,12,050 Stock Options under the ''PDS Limited - Employee Stock Option Plan 2021 - Plan A'' (“PDS ESOP PLAN A 2021”) for the employees of the Company and its subsidiaries. The maximum number of shares under PDS ESOP PLAN B 2021 shall not exceed 29,12,050 equity shares. The NRC has been authorized to offer, issue and allot stock options to eligible employees of the Company and its subsidiaries under the PDS ESOP PLAN A 2021.

As required under SBEB Regulation, a disclosure is given as Annexure 1 to this Report and is also available on website of the Company at https://pdsltd.com/investors/ financial reports/#annual-reports

C) PDS Limited - Employees Stock Option Plan 2021 -Plan B

At the 10^th AGM held on July 30, 2021, the shareholders approved 5,06,740 Stock Options under the ''PDS Limited - Employee Stock Option Plan 2021 - Plan B'' ("PDS ESOP PLAN B 2021”) for the employees of the Company and its subsidiaries through the trust route. The maximum number of shares under PDS ESOP 2021 shall not exceed 5,06,740 equity shares. To implement the PDS ESOP PLAN B 2021, upto 5,06,740 equity shares will be issued by way of shares acquisition by PDS Multinational Fashions ESOP Trust ("PDS ESOP Trust”). The NRC has been authorized to offer, issue and allot stock options to eligible employees of the Company and its subsidiaries under the PDS ESOP PLAN B 2021.

Furthermore, 10^th AGM held on July 30, 2021, the shareholders had authorized the Board of Directors to grant a loan up to H5.80 Crores to the PDS ESOP Trust for the purpose of subscription and/or purchase of Equity Shares of the Company by the PDS ESOP Trust/ Trustees, in one or more tranches, subject to the ceiling of Equity Shares as may be prescribed under PDS ESOP PLAN B 2021 Scheme or any other share-based employee benefit plan which may be introduced by the Company from time to time. Additionally, shareholders via postal ballot on December 3, 2023, approved the increase in loan amount from H5.80 Crores to H9,20,00,000 considering the limit does not exceed 5% of the Paid-up Equity Capital and Free Reserves as provided in the Act basis the audited financials for the year ended March 31, 2023.

As required under SBEB Regulation, a disclosure is given as Annexure 1 to this Report and is also available on website of the Company at https://pdsltd.com/investors/ financial reports/#annual-reports

D) PDS Limited - Phantom Stock Units Plan 2021

At the 10^th AGM held on July 30, 2021, the shareholders approved 8,61,415 Stock Units under the ''PDS Limited -Phantom Stock Units Plan 2021'' (“PDS Phantom 2021”) for the employees of the Company and its subsidiaries. The NRC has been authorized to offer, issue and allot stock units to eligible employees of the Company and its subsidiaries under the PDS Phantom 2021.

As required under SBEB Regulation, a disclosure is given as Annexure 1 to this Report and is also available on website of the Company at https://pdsltd.com/investors/ financial reports/#annual-reports

A certificate issued by the Secretarial Auditor, certifying that all ESOP schemes has been implemented in accordance with SBEB Regulations and in accordance with the resolution(s) passed by the shareholders of the Company will be available on the website of Company at www.pdsltd.com during the AGM for inspection by the shareholders of the Company.

(pds INCENTIVE PLAN 2021

At the Extra-Ordinary General Meeting held on February 25, 2021, the shareholders approved PDS Limited - PDS Value Creation Incentive Plan 2021 ("PDS Incentive Plan 2021”) for the employees of the Company and its subsidiaries.

The PDS Incentive Plan 2021 aims to reward key employees of the Company and its subsidiaries for their performance and contributions in delivering strong returns and creating value for shareholders'' investments. Additionally, it seeks to incentivize these employees to contribute to the future growth and profitability of the Company.

(share captial

During the year, the Authorized Share Capital of the Company has been increased from H28,00,00,000/- divided into

14,00,00,000 Equity Shares of H2/- (Rupees Two Only) each to H50,00,00,000/- divided into 25,00,00,000 Equity Shares of H2/- (Rupees Two Only) each vide Ordinary Resolution passed by the shareholders of the Company through Postal Ballot on December 03, 2023.

The Issued and Paid-up Capital of the Company increased from H26,18,55,440 (Rupees Twenty-Six Crores Eighteen Lakhs Fifty-Five Thousand Four Hundred and Forty Only) divided into 13,09,27,720 (Thirteen Crores Nine Lakhs Twenty-Seven Thousand Seven Hundred and Twenty Only) Equity Shares divided into Face Value of H2/- (Rupees Two) each to H26,38,06,278 (Rupees Twenty-Six Crores Thirty Eight Lakhs Six Thousand Two Hundred and Seventy Eight Only) divided into 13,19,03,139 (Thirteen Crores Nineteen Lakhs Three Thousand One Hundred and Thirty Nine Only) Equity Shares divided into Face Value of H2/- (Rupees Two) each as a result of exercise and allotment of 9,75,419 stock options by the employees of the Company and its subsidiaries pursuant to the said ESOP Plans.

Your Company has not issued any debentures, bonds or any non-convertible securities during the year under review.

(credit rating

During the year under review, your Company has no outstanding instruments for which the credit rating needs to be obtained.

INTERNAL FINANCIAL CONTROL SYSTEMS AND ITS ADEQUACY

The Financial Statements of the Company comply with the Ind AS specified under Section 133 of the Act.

Your Company has put in place adequate internal controls with reference to accuracy and completeness of the accounting records and timely preparation of reliable financial information, commensurate with the size, scale and complexity of operations and ensures compliance with various policies and statutes in keeping with the organization''s pace of growth, increasing complexity of operations, prevention and detection of frauds and errors. The design and effectiveness of key controls were tested and no material weaknesses were observed. The Audit Committee reviews and evaluates the adequacy of internal financial control and risk management systems, periodically. Efficacy of Internal control systems are tested periodically by Internal Auditors and Internal Control over financial reporting is tested and certified by Statutory Auditors. The internal financial control system of the Company is supplemented with internal audits, regular reviews by the management and checks by the Internal Audit Team.

Your Board also reviews the internal processes, systems and the internal financial controls and accordingly, the Directors'' Responsibility Statement contains confirmation as regards adequacy of the internal financial controls. Assurance on the effectiveness of Internal Financial Controls is obtained through management reviews, self-assessment, continuous

monitoring by functional heads as well as testing of the internal financial control systems during the course of audits. We believe that these systems provide reasonable assurance that our internal financial controls are designed adequately and are operating as intended.

The information on the Internal Control Systems and its adequacy has been covered under the Management Discussion & Analysis, forming part of this Annual Report.

During the year under review and based on the presentation made by Statutory Auditors no material or serious observation has been highlighted for inefficiency or inadequacy of such controls.

Compliance Management

To ensure compliance with all the applicable laws, we have rolled out a strong and robust digital compliance tool. A comprehensive check list of compliance applicable to the Company is prepared by an independent agency which is mapped to each owner of the compliance for confirming compliance. To ensure that compliances are completed within the defined timelines, automated email reminders are sent to

individual owners to comply with the requirements within the stipulated timelines.

The respective heads of departments are required to certify the compliance mapped to their function for onwards submission to the Board in summary form along with legal and regulatory update. To ensure comprehensiveness, periodic audits of compliance tool are conducted by the management and corrective actions are taken to ensure strict adherence.

Additionally, an independent agency periodically updates the recent amendments or on event basis, in order to ensure completeness.

SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has several subsidiaries, joint ventures and associates spread across the globe. As on March 31, 2024, the Company had 127 subsidiaries, 5 Joint Ventures, 5 Associates and 1(One) Controlled Trust. Details regarding the change in subsidiaries, associates and joint venture companies are set out in Note 2 of the Consolidated Financial Statements.

The Companies which were newly added or ceased to be subsidiaries / associate / joint ventures during the year are as follows:
Entities Incorporated/ acquired
Sl. No.	Name	Country
1	PDS Lifestyle Limited	UK
2	Wonderwall (F.E.) Limited	UK
3	Wonderwall (F.E.) Limited	Hong Kong
4	PDS Lifestyle FZCO	UAE
5	PDS Design Services FZCO	UAE
6	Design Hub Sourcing FZCO	UAE
7	TECHNO SOURCING DI§ TiCARET ANONiM jiRKETi	Turkey
8	Techno (Shanghai) Trading Co., Ltd.	Shanghai
9	PDS Radius Brands FZCO	UAE
10	PDS Fashions Bangladesh Limited	Bangladesh
11	The Source Fashion Platform FZCO	UAE
12	Moda & Beyond Limited	UK
13	Pangram Brands Global Private Limited	India
14	Simple Approach Home Limited	Hong Kong
15	Mambo Leisure Masters Limited	UK
16	Vivere London Limited	UK
17	Home Sourcing Solutions Limited	Hong Kong
18	Progressive Crusade Unipessoal LDA	Portugal
19	Nodes Studio LDA	Portugal
20	The Brand Group Limited	Hong Kong
21	Collective Near East Sourcing Services FZCO	UAE
22	INFINITY FASHION TEDARiK HiZMETLERi ANONiM jiRKETi (Formerly known as GEORGE TEDARiK HiZMETLERi ANONiM jiRKETi)	Turkey
23	DH Sourcing Limited	Bangladesh
24	Nobleswear (Private) Limited	Sri Lanka
25	Simple Approach Bangladesh Private Limited	Bangladesh

Entities Dissolved/ Liquidated
Sl. No.	Name	Country
1	Pacific Logistics Limited	UK
2	Redwood Internet Ventures Limited	HK
3	PDS Giobai Investments Limited	British Virgin Isiands
4	One Stop Shop Soiutions EU Sp. z.oo (Company)	Poiand
5	F.X. Import Company Limited	UK
6	Poetic Knitwear Limited	UK
7	PDS Smart Fabric Tech (UK) Limited	UK
8	One Stop Shop Soiutions spotka z ograniczong odpowiedziainoscig spotka komandytowa (LLP)	Poiand
Entities Merged & Formed a New Entity
Sl. No.	Name	Country
1	Yeiiow Octopus EU Sp. z.oo (Company)	Poiand
2	Yeiiow Octopus EU spotka z ograniczong odpowiedziainoscig spotka komandytowa (LLP)	Poiand
3	Yeiiow Octopus EU SA (Joint Stock Company) [This entity is the resuit of merger of entities no. 1&2 mentioned above]	Poiand

In accordance with Section 129(3) of the Act and Regulation 34 of the SEBI Listing Regulations, the Consolidated Financial Statements of the Company have been prepared and are forming part of this Annual Report. A statement containing salient features of the Financial Statements of subsidiary, joint ventures and associate companies are stated in the prescribed Form AOC-1 which is attached as Annexure 2, which forms part of the Annual Report. The statement also provides details of the performance and the financial position of each of the subsidiaries, joint ventures and associates. The consolidated financial statements presented in this Annual Report include financial performance and financial position of the subsidiary, joint ventures and associate companies.

The policy for determining material subsidiaries of the Company is available on the Company''s website at https:// pdsitd.com/investors/corporate governance/#po[icies.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

Re-appointment/ De-designation

In accordance with the provisions of Section 152 of the of the Act read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Dr. Deepak Kumar Seth, Non-Executive & Non-Independent Director (DIN: 00003021) and Mr. Parth Gandhi (DIN: 01658253), Non-Executive & Non-Independent Director of the Company, wiii retire by rotation at the ensuing AGM and being eligible, have offered themselves for reappointment. The Board, on the recommendation of the Nomination & Remuneration Committee, recommended his re-appointment at the ensuing AGM.

The brief details of Dr. Deepak Kumar Seth and Mr. Parth Gandhi proposed to be reappointed as directors, required under Secretarial Standard 2 issued by the Institute of Company Secretaries of India and Regulation 36 of the SEBI Listing Regulations is provided in the Notice of ensuing AGM of the Company.

During the year under review, the Company considered to enhance Ms. Yaei Gairoia''s (previously appointed as Independent Director) association with PDS Group across various subsidiaries and benefiting from her enriched experience and compensate her for the same for the services to be provided by her. The NRC as a part of corporate governance, assessed the independence status of Ms. Yaei Gairoia and concluded that Ms. Yaei Gairoia would not meet the criteria of independence as specified under Section 149(6) of the Act and Reguiation 16(1)(b) of SEBI Listing Reguiations. Based on the recommendation of NRC and the Board of the Company, the sharehoiders via Postai Baiiot dated December 3, 2023, have approved the re-designation of Ms. Yaei Gairoia as a Non-Executive & Non-Independent Director of the Company w.e.f. Juiy 26, 2023.

Independent Directors

Appointment of Mr. Bangalore Gangaiah Srinivas as Independent Director

The Board of Directors on recommendation of the NRC appointed Mr. Bangaiore Gangaiah Srinivas (DIN: 00517585) as an Additionai (Non-Executive & Independent) Director on the Board w.e.f. March 28, 2023. The Sharehoiders of the Company, by way of a resoiution passed through Postai Baiiot dated June 15, 2023, approved the appointment of Mr. Bangaiore Gangaiah Srinivas as Non-Executive Independent Director of the Company to hoid office for a term of 5 (Five) consecutive years w.e.f. March 28, 2023 upto March 27, 2028 (both days inciusive). His brief profiie is avaiiabie on the website of the Company at https://pdsitd.com/investors/ board-of-directors-and-committees/.

Appointment of Ms. Sandra Campos as Independent Director

The Board of Directors on recommendation of the NRC appointed Ms. Sandra Campos (DIN: 10390929) as an Additionai (Non-Executive & Independent) Women Director on the Board w.e.f. November 28, 2023. The Sharehoiders of the Company, by way of a resoiution passed through Postai Baiiot dated December 31, 2023, have approved the appointment of Ms. Sandra Campos as Non-Executive & Independent of the Company to hoid office for a term of 2 (Two) consecutive years

w.e.f. November 28, 2023 up to November 27, 2025. Her brief profile is available on the website of the Company at https:// pdsltd.com/investors/board-of-directors-and-committees/.

AH the Directors of the Company have confirmed that they are not disqualified to act as Director in terms of Section 164 of the Act.

In the opinion of the Board, all the directors, including the directors appointed/ re-appointed during the year, possess the requisite qualifications, experience, expertise, proficiency and hold high standards of integrity.

Key Managerial Personnel

As on March 31, 2024, Mr. Sanjay Jain, Group Chief Executive Officer, Mr. Rahul Ahuja, Group Chief Financial Officer and Mr. Abhishekh Kanoi, Head of Legal & Company Secretary are the Key Managerial Personnel of your Company in accordance with the provisions of Section 2(51) read with Section 203 of the Act.

Declaration of Independence by Independent Directors & adherence to the Company''s Code of Conduct for Independent Directors

All Independent Directors of the Company have given requisite declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act along with Rules framed thereunder, Regulation 16(1) (b) of the SEBI Listing Regulations and have complied with the Code of Conduct of the Company as applicable to the Board and Senior Managerial Personnel. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Company has received confirmation from all the Independent Directors of their registration on the Independent Directors Database maintained by the Indian Institute of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Board Meetings

During the year under review, 6 (Six) Meetings of the Board of Directors were held. A detailed update on the Board, its composition, governance of committees, number of Board and Committee meetings held during FY 2023-24 and attendance of the Directors thereat, is provided in the Report on Corporate Governance, which forms part of this Annual Report.

Compliance with Secretarial Standards

Your Company has complied with the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'', respectively.

Constitution of various Committees

The Board of Directors of the Company has constituted following Committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders'' Relationship Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

During the year under review, all the recommendations made by the Committees of the Board, including the Audit Committee, were accepted by the Board.

Policies on the appointment of Directors and their Remuneration

The Board recognizes the importance of having a diversified board viz constructive discussion, better decision making and long-term value creation for all the stakeholders. In order to ensure diversity, standardize the process of selection of an individual at the Board or senior management level and pursuant to the provisions of Section 178 of the Act read with Regulation 19 of the SEBI Listing Regulations, the Company has formulated and adopted a Nomination & Remuneration Policy on appointment and remuneration of directors, senior management and Key Managerial Personnel including criteria for determining qualifications, positive attributes, independence of a director and other matters. The Nomination and Remuneration Policy is available on the website of the Company https://pdsltd.com/wp-content/uploads/2022/07/ Nomination-and-Remuneration-Policy.pdf.

We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

Policies

The Board of your Company, from time to time, has framed and revised various Polices as per the applicable acts, rules, regulations and standards for better governance and administration of your Company. The Policies are made available on the website of the Company at https://pdsltd. com/investors/corporate governance/#policies.

Annual Evaluation by the Board

The Nomination and Remuneration Committee, in consultation with the Board, has formulated robust framework for evaluation of the performance of the Board, its committees, individual directors including the Chairman of the Company keeping in view the board priorities and practices. The evaluation process for FY 2023-24 included rolling out customized questionnaires which were prepared keeping in view the industry in which the Company operates, analysis of the response and placing the summary before the Board and respective committees. All directors participated in the evaluation process.

The result of evaluation was discussed in the respective committee meetings. Recommendations arising from the evaluation process were considered by the Board to optimize its effectiveness.

A detailed disclosure on the framework of Board Evaluation including outcome and action plan has been provided in the Report on Corporate Governance.

Familiarization Program for Independent Directors

The Company has developed and adopted structured induction programs for orientation and training of directors at the time of joining and during their term to ensure familiarization of directors with, the management and operations of the Company including business models, services, products, processes, culture and the industry in which it operates. A note on the familiarization programme adopted by the Company for orientation and training of the Directors is provided in the report on Corporate Governance, which forms part of this Annual Report

Jdirectors responsibility statement

Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, the Board to the best of their knowledge and based on the information and explanations received from your Company, confirms that:

a. the applicable Accounting Standards had been followed in the preparation of the annual accounts along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and such judgments and estimates have been made 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 and of the profit of the Company for that period;

c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts have been prepared on a going concern basis;

e. the proper internal financial controls were in place and that such internal financial controls are adequate and were operating effectively; and

f. the system to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

JAUDITORS AND AUDITOR''S REPORT

Statutory Auditors and Auditor''s Report

M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration Number: 001076N/N500013) were appointed as the Statutory Auditors of the Company by the Shareholders at their 8^th AGM held on November 13, 2019 for a tenure of 5 (five) years, to hold office from the conclusion of the 8^th AGM till the conclusion of the 13^th AGM of the Company to be held for the financial year 2023-24.

As per the provisions of Section 139 of the Act, the Board of Directors of the Company, on the recommendation of the

Audit Committee, recommends re-appointment of M/s. Walker Chandiok & Co LLP, Chartered Accountants for a further period of five years i.e. upto the conclusion of 18^th AGM.

M/s. Walker Chandiok & Co LLP, Chartered Accountants, (i) have expressed their willingness to be reappointed for a further term, (ii) have submitted their confirmation to the effect that they continue to satisfy the criteria provided in Section 141 of the Act and (iii) that their appointment is within the limits prescribed under Section 141(3)(g) of the Act.

A resolution proposing re-appointment of M/s. Walker Chandiok & Co LLP as the Statutory Auditor of the Company and their remuneration pursuant to Section 139 of the Act, along with the explanatory statement, forms part of the Notice of 13^th AGM.

The Statutory Auditor''s report does not contain any qualifications, reservations, adverse remarks or disclaimers, which would be required to be dealt with in the Boards'' Report

secretarial Auditor

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. SGGS & Associates [FRN: P2021MH086900], Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report for the financial year ended March 31, 2024, in the prescribed Form MR - 3 is attached to this Report as Annexure 3. The said Secretarial Audit Report was issued with qualifications and the management response on the same are detailed in the report which is self-explanatory.

The Board, on the recommendation of the Audit Committee, has re-appointed M/s SGGS & Associates [FRN: P2021MH086900], Company Secretaries in Practice, who have confirmed their eligibility for the said reappointment, to conduct the secretarial audit of the Company for the financial year 2024-25.

Annual Secretarial Compliance Report

Pursuant to Regulation 24A of the SEBI Listing Regulations, the Annual Secretarial Compliance Report for the financial year ended March 31, 2024, has been submitted to the Stock Exchanges.

Further, in this regard, please note that the Company does not have any material unlisted Indian subsidiaries during financial year 2023-24.

Cost Auditors

During the year under review, provisions of Section 148 of the Act, read with Companies (Audit & Auditors) Rules, 2014 and other applicable provisions, if any, relating to the Cost Audit are not applicable to the Company.

Details of fraud reported by the Auditors

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor of the Company have reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee under Section 143(12)

of the Act and therefore, no detail is required to be disclosed under Section 134(3)(ca) of the Act.

(corporate social responsibility

In accordance with Section 135 of the Act and the Rules made thereunder, the Company has adopted a Corporate Social Responsibility (“CSR”) Policy, and the Board has constituted a Committee to implement CSR activities. The composition of the Committee and additional details are provided in the Corporate Governance Report, forming part of this Report.

During the year, the Company was statutorily required to spend H 30,43,550 towards CSR contribution. However, the Company has contributed H 56,72,490 towards CSR activities for the Financial Year 2023-24, which was over and above the statutory requirements as per the Act. This CSR contribution was done to Soham for Kids Education Society in Hyderabad (India) towards helping unprivileged and orphaned children by way of providing free education, mid-day meals and good healthcare facilities, vocational training etc. These activities undertaken are in accordance with Schedule VII of the Act. The brief outline of CSR Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 are set out in Annexure 4, forming part of this Report.

The Company also undertakes CSR initiatives outside of India, in Bangladesh, Hong Kong, Sri Lanka & Turkey. The said initiatives are over and above the statutory requirement. These initiatives undertaken by various subsidiaries outside India in promotion of education to the unprivileged children, donations, scholarship programs, etc.

(risk management

The Company has a robust risk management framework which is integrated across the operations. The Company believes that risk management is one of the pillars of the Company which is key to achieving sustainable value creation for all the stakeholders.

The Company has a duly approved policy. The risk management policy encompasses around Governance Structure, Risk Identification & Categorization, Risk Prioritisation, Risk Mitigation, Monitoring and Reporting. The objective of this policy is to have a well-defined approach to risk. The policy lays down broad guidelines for timely identification, assessment, and prioritisation of risks affecting the Company in the short and foreseeable future. The policy suggests framing an appropriate response action for the key risks identified, so as to make sure that risks are adequately compensated or mitigated. The policy can be accessed at https://pdsltd.com/investors/ corporate governance/#policies

Understanding the importance of managing the risk, the Boad of Directors has constituted Risk Management Committee, which focuses on risk management including determination of Company''s risk appetite, risk tolerance, regular risk

assessments, risk mitigation strategies (risk identification, risk quantification and risk evaluation) etc.

The Audit Committee has additional an oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The development and implementation of risk management policy has been covered in the Management Discussion and Analysis, which forms part of this Report.

(particulars of employees

The statement of disclosure of remuneration under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (''Rules''), is attached to this Report as Annexure 5. As per the second proviso to Section 136(1) of the Act and second proviso of Rule 5 of the Rules, the Report and Financial Statements are being sent to the shareholders of the Company excluding the statement of particulars of employees under Rule 5(2) of the Rules. Any shareholder interested in obtaining such details may write to the Head of Legal & Company Secretary of the Company at investorsapdsltd.com and the same will be furnished on such request.

(related party transactions

All the related party transactions entered during the financial year were at arm''s length basis and in the ordinary course of the Company''s business. All such contracts or arrangements were entered into only with prior approval of the Audit Committee. Omnibus approval was obtained for the transactions of repetitive nature. In compliance with the requirement of Listing Regulations, names of related parties and details of transactions with them have been included in notes to the financial statements provided in this Annual Report. The Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board are available on the Company''s website at https://pdsltd.com/wp-content/uploads/2022/07/Policv-on-Related-Party-Transanctions.pdf.

There are no materially significant related party transactions made by the Company with its Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large and thus, a disclosure in the prescribed Form AOC-2 in terms of Section 134 of the Act is not required.

(annual return

The Annual Return of the Company as on March 31, 2024 in Form MGT 7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at https://pdsltd.com/investors/financial reports/#annual-reports

(management discussion and analysis report

In terms of Regulation 34 and Schedule V of the SEBI Listing Regulations, the Management Discussion and Analysis Report is presented in separate sections, forming part of this Annual Report.

(corporate governance

Your Company is dedicated to fostering a culture anchored in fundamental values and ethical governance standards. We consistently uphold transparency in our operations and place significant emphasis on ethical conduct in all aspects of our business. In terms of Regulation 34 of the SEBI Listing Regulations, the Report on Corporate Governance for the financial year ended March 31, 2024 is attached to this report as Annexure 6.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As per Regulation 34 of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report is attached as Annexure 7 and forms part of this Report and also available on the Company''s website at https://pdsltd.com/investors/ financial reports/

(whistleblower policy/ vigil mechanism

The Company has implemented a Vigil Mechanism Policy, also known as the Whistleblower Policy, to address instances of fraud and mismanagement. This policy empowers the Company''s stakeholders to report genuine concerns regarding unethical behavior, suspected fraud, or breaches of the Code of Conduct. Additionally, it facilitates the reporting of incidents or suspected leaks of unpublished price-sensitive information. To enhance accessibility, the Company has provided a NAVEX hotline on its website for stakeholders to report such instances under the Vigil Mechanism.

This policy ensures the strict confidentiality of whistleblowers while handling their concerns and stipulates nondiscriminatory treatment for individuals raising genuine concerns. Moreover, it includes a provision for direct access to the chairman of the Audit Committee in emergency cases. The Vigil Mechanism/Whistleblower Mechanism Policy is publicly accessible on the company''s website at https://pdsltd.com/ investors/corporate governance/#policies.

During the year under review, no complaint pertaining to the Company was received under the Whistle Blower mechanism.

DISCLOSURE UNDER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules

framed thereunder. Internal Complaints Committee (''ICC'') is in place for all works and offices of the Company to redress complaints received regarding sexual harassment.

During the year under review, 1 (One) complaint was received and was suitably closed in accordance with the Company''s processes and no complaints were pending at the end of the year. The Company also arranges awareness programs for its employees against sexual harassment.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO UNDER SECTION 134(3)(m) OF THE COMPANIES ACT, 2013

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

Your company specializes in wholesale garment trading, leveraging a business model that prioritizes minimal electricity consumption. Manufacturing activities are carried out by subsidiary companies, and comprehensive measures for energy management and details of technology absorption are outlined in the Business Responsibility and Sustainability Report.

Given the nature of the Company''s Business, the Company is committed to continually enhancing its operational efficiency and effectiveness by adopting cutting-edge technologies. Regular reviews were conducted to monitor the progress of various initiatives.

On a standalone basis, the Company''s earnings in foreign exchange during the year under review amounted to H 53,685.15 Lakhs for FY 2023-24 against H 42,322.60 Lakhs for FY 2022-23 as against foreign exchange outgo equivalent to H 45,931.50 Lakhs for FY 2023-24 against H 23,786.83 Lakhs for FY 2022-23.

There has been no expenditure on R&D during the year, and the Company has not imported any technology during the past 3 years.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of loans given, investments made or guarantees given or security provided by the Company as required under Section 186(4) of the Act and the SEBI Listing Regulations are contained in Note 9 and Note 8 respectively to the Standalone Financial Statements of the Company, forming part of this Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the

Company to which the financial statements relate and till the date of this Report.

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

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in future.

|listing

Equity Shares of your Company are listed on National Stock Exchange of India Limited and BSE Limited. Your Company has paid the required listing fees to Stock Exchange for FY 2023-24.

EXECUTIVE VICE CHAIRMAN, CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATE

In compliance with the SEBI Listing Regulations, the Company has obtained the compliance certificate outlined in Part B of Schedule II from Mr. Pallak Seth, Executive Vice Chairman, Mr. Sanjay Jain, Group Chief Executive Officer, and Mr. Rahul Ahuja, Group Chief Financial Officer, for the financial year 2023-24, affirming the accuracy and completeness of the Financial Statements and associated matters. This certificate is included as an integral component of this annual report.

(cautionary statement

Statements in this Directors'' Report and Management Discussion and Analysis describing the Company''s objectives, projections, estimates, expectations or predictions may be "forward-looking statements” within the meaning of applicable Securities Laws and Regulations. Actual results could differ materially from those expressed or implied. Important factors

that could make difference to the Company''s operations include changes in the government regulations, developments in the infrastructure segment, tax regimes and economic developments within India.

(general

Your directors state that no disclosures or reporting is required in respect of the following items, as the same is either not applicable to the Company or relevant transactions/events have not taken place during the year under review.

1. The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of Shares (including sweat Equity shares) to employees of the Company under any Scheme save and except Employee Stock Option Scheme referred to in this Report.

3. There is no application/proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year under review. Further, there are no instances of one-time settlement with any Bank or Financial Institutions.

(acknowledgement

Your Board acknowledges the support extended by the Securities and Exchange Board of India, Ministry of Corporate Affairs, Registrar of Companies and all other governmental and regulatory authorities for the guidance and support received from them including officials there at from time to time.

Your directors also place on record their sincere appreciation for the continued support extended by the Company''s stakeholders in large including investors, customers, banks, financial institutions, and well-wishers for their continued support during the year. Your directors place on records their appreciation for the contribution made by the employees of your Company and its subsidiaries at all levels. Your Company''s consistent growth was made possible by their hard work, solidarity, cooperation and support.

---

Mar 31, 2023

The Directors of your Company are pleased to present the 12^th Annual Report together with the Annual Audited Standalone and Consolidated Financial Statements on the business and operations of the Company for the Financial Year ended March 31, 2023.

FINANCIAL HIGHLIGHTS

(Rs. in Lakhs)
Particulars	Consolidated		Standalone
	March 31, 2023	March 31, 2022	March 31, 2023	March 31, 2022
Revenue from operations	10,57,700.42	8,82,821.38	46,285.75	11,582.72
Other Income	5,153.05	8,602.74	6,912.86	6,185.88
Total Expenses
Profit from Operations Before Exceptional Item and Taxes	35,643.53	31,065.66	9,324.78	7,016.28
Share of loss of associates and joint ventures	31.93	(57.86)	-	-
Exceptional Item	-	-	-	-
Profit Before Tax	35,675.36	31,007.80	9,324.78	7,016.28
Tax Expense (including deferred taxes)	2,998.52	1,725.71	682.74	337.42
Profit After Tax	32,676.84	29,282.09	8,642.04	6,678.86
Other Comprehensive Income/(loss)	2,707.02	3,357.62	( 30.24)	16.57
Total Comprehensive Income	35,383.86	32,639.71	8,611.80	6,695.43
Earnings Per Share (J) Basic	20.30	19.08	6.62	5.13
Diluted	19.93	18.86	6.50	5.07

| FINANCIAL PERFORMANCE & THE STATE OF COMPANY AFFAIRS

I. Standalone

The Revenue from Operations of the Company stood at H46,285.75 Lakhs for the year ended March 31, 2023 as against H11 ,582.72 Lakhs in the previous year. The Company reported a Profit after Tax of H8,642.04 Lakhs for the year ended March 31, 2023 as compared to H6,678.86 Lakhs in the previous year due to better realizations, cost optimization and better operational controls.

II. Consolidated

The Consolidated Revenue from Operations of the Company for the Financial Year ended March 31, 2023 is H10,57,700.42 Lakhs as against H8,82,821.38 Lakhs in the previous year. The Consolidated Profit after Tax for the Financial Year ended March 31, 2023 is H32,676.84 Lakhs as compared to H29,282.09 Lakhs in the previous year, registering an increase of 11.59% due to better realizations, cost optimization and better operational controls.

| TRANSFER TO RESERVES

Your Directors do not propose to transfer any amount to Reserve.

| DIVIDEND

Your Directors are pleased to recommend a Final Dividend H2.60 (Rupees Two and Sixty Paise Only) per equity share of the Face Value of H2.00 (Rupees Two) each for the year ended March 31, 2023. Further, your directors has confirmed the payment for interim dividend of H2.50 (Rupees Two and Fifty Paise Only) per equity share of the Face Value H2.00 (Rupees Two) each aggregating to H32.62 Crore declared on November 7, 2022 during the Financial Year 2022-23.

The dividend, subject to the approval of the Members at the Annual General Meeting (“AGM”) to be held on Monday, July 31, 2023 will be paid on or before Tuesday, August 29, 2023, i.e., within a period of Thirty (30) days from the date of AGM to the Members whose names appear in the Register of Members, as on the cut-off date, i.e. Monday, July 24, 2023.

In view of the changes made under the Income-Tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Members. Your Company shall, accordingly, make the payment of the Final Dividend after deduction of tax at source.

The recommendation of the Final Dividend is in accordance with the dividend distribution policy of the Company. The said Policy is available on the website of the Company at https://pdsltd.com/wp-content/uploads/2023/06/Dividend-Distribution-Policy.pdf

I NATURE OF BUSINESS AND STATE OF AFFAIRS OF THE COMPANY

During the year under review, there have been no changes in the nature of business of the Company. The information on the affairs of the Company has been covered under the Management Discussion & Analysis forming part of this Annual Report.

| DEPOSITS

During the year under review, the Company has neither invited nor accepted any deposits from the public within the meaning of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

| STOCK SPLIT

During the year under review, the Company has undergone split of share capital in the ratio of 1:5, resulting in change of Face Value from H10/- (Rupees Ten) per share to H2/- (Rupees Two) per share. The same was approved by the Shareholders at the Annual General Meeting held on July 29, 2022 and also approved by National Stock Exchange of India Limited & BSE Limited on August 26, 2022.

| EMPLOYEE STOCK OPTION PLAN (ESOPs)

During the year under review, the Company has the following 4 (Four) Employee Stock Options Plan(“ESOPs”) approved by the Shareholders:

A) PDS Limited (Formerly PDS Multinational Fashions Limited) - Employee Stock Option Plan 2021

At the Extra-Ordinary General Meeting held on February 25, 2021, the Shareholders approved 26,57,825 Stock Options under the ‘PDS Limited (Formerly PDS Multinational Fashions Limited) - Employee Stock Option Plan 2021'' [“PDS ESOP 2021”] to the employees of the Company and its subsidiaries. The Nomination and the Remuneration Committee of the Board has been authorized to offer,

issue and allot stock options to eligible employees of the Company and its subsidiary Companies under the PDS ESOP 2021. As required under SEBI (Share Based Employee Benefits and Sweat Equity Regulations, 2021), a disclosure relating to options granted, lapsed and exercised are given in Annexure 1 to this Report and is also available on website of the Company at www.pdsltd.com.

B) PDS Limited (Formerly PDS Multinational Fashions Limited) - Employee Stock Option Plan 2021 - Plan A

At the 10^th Annual General Meeting held on July 30, 2021, the Shareholders approved 29,12,050 Stock Options under the ‘PDS Limited (Formerly PDS Multinational Fashions Limited) - Employee Stock Option Plan 2021 - Plan A'' [“PDS ESOP PLAN A 2021”] to the employees of the Company and its subsidiaries. The Nomination and the Remuneration Committee of the Board has been authorized to offer, issue and allot stock options to eligible employees of the Company and its subsidiary Companies under the PDS ESOP PLAN A 2021. As required under SEBI (Share Based Employee Benefits and Sweat Equity Regulations, 2021), a disclosure relating to options granted, lapsed and exercised are given in Annexure 1 to this Report and is also available on website of the Company at www.pdsltd.com.

C) PDS Limited (Formerly PDS Multinational Fashions Limited) - Employees Stock Option Plan 2021 -Plan B

At the 10^th Annual General Meeting held on July 30, 2021, the Shareholders approved 5,06,740 Stock Options under the ‘PDS Limited (Formerly PDS Multinational Fashions Limited) - Employee Stock Option Plan 2021 - Plan B'' [“PDS ESOP PLAN B 2021”] to the employees of the Company and its subsidiaries through trust route. The Nomination and the Remuneration Committee of the Board has been authorized to offer, issue and allot stock options to eligible employees of the Company and its subsidiary Companies under the PDS ESOP PLAN B 2021. As required under SEBI (Share Based Employee Benefits and Sweat Equity Regulations,

2021), a disclosure relating to options granted, lapsed and exercised are given in Annexure 1 to this Report and is also available on website of the Company at www.pdsltd.com.

D) PDS Limited (Formerly PDS Multinational Fashions Limited) - Phantom Stock Units Plan 2021

At the 10^th Annual General Meeting held on July 30, 2021, the Shareholders approved 8,61,415 Stock Units under the ‘PDS Limited (Formerly PDS Multinational Fashions Limited) - Phantom Stock Units Plan 2021'' [“PDS Phantom 2021”] to the employees of the Company and its subsidiaries through trust route. The Nomination and the Remuneration Committee of the Board has been authorized to offer, issue and allot stock units to eligible employees of the Company and its subsidiary Companies under the PDS Phantom 2021. As required under SEBI (Share Based Employee Benefits and Sweat Equity Regulations, 2021), a disclosure relating to options granted, lapsed and exercised are given in Annexure 1 to this Report and is also available on website of the Company at www.pdsltd.com.

A certificate from the Secretarial Auditors certifying that all ESOP Schemes has been implemented in accordance with SEBI (Share Based Employee Benefits and Sweat Equity Regulations, 2021) and in accordance with the resolution(s) passed by the Shareholders would be uploaded on website of Company www. pdsltd.com during the AGM for inspection by the Shareholders.

| PDS INCENTIVE PLAN 2021

During the year under review, the Nomination and Remuneration Committee at their respective meetings held on June 1, 2022 and January 23, 2023, had approved rewards under PDS Incentive Plan 2021 to key employees of the Company. The plan got approved at the Extra-Ordinary General Meeting held on February 25, 2021.

The purpose of the PDS Incentive Plan 2021 is to reward key employees of the Company and its subsidiaries for their performance and their contribution in delivering strong returns and creating value with respect to the investments made by the Shareholders in the Company and to incentivize them in the future growth and profitability of the Company.

| SHARE CAPTIAL

The Authorized Share Capital as at the year-end remained unchanged at H28,00,00,000/- (Rupees Twenty-Eight Crores Only) divided into 14,00,00,000 (Fourteen Crore) Equity Shares of Face Value of H2/- (Rupees Two Only) each.

The Issued and Paid-up Capital of the Company increased from H26,04,67,240 (Rupees Twenty-Six Crores Four Lakhs Sixty- Seven ThousandTwo Hundred and Forty Only) divided into 13,02,33,620 (Thirteen Crores Two Lakhs Thirty-Three Thousand Six Hundred and Twenty Only) Equity Shares divided into Face Value of H2/-(Rupees Two) each to H26,18,55,440 (Rupees Twenty- Six Crores

Eighteen Lakhs Fifty-Five Thousand Four Hundred and Forty Only) divided into 13,09,27,720 (Thirteen Crores Nine Lakhs Twenty-Seven Thousand Seven Hundred and Twenty Only) Equity Shares divided into Face Value of H2/- (Rupees Two) each as a result of allotment of 6,94,100 (Six Lakhs Ninety-Four Thousand and One Hundred Only) Equity Shares pursuant to PDS Limited (Formerly PDS Multinational Fashions Limited) - Employee Stock Option Plan 2021 and PDS Limited (Formerly PDS Multinational Fashions Limited) - Employee Stock Option Plan 2021 - Plan A.

Your Company has neither issued any Equity Shares with differential rights as to dividend, voting or otherwise nor has issued any Sweat Equity Shares to the employees or Directors of the Company, under any scheme. Your Company has not issued any debentures, bonds or any non-convertible securities during the financial year under review.

| CREDIT RATING

During the year under review, your Company has no outstanding instruments for which the credit rating needs to be obtained.

I INTERNAL FINANCIAL CONTROL SYSTEMS AND ITS ADEQUACY

The Financial Statements of the Company comply with the Ind AS specified under Section 133 of the Companies Act, 2013 ("the Act").

Your Company has put in place adequate internal controls with reference to accuracy and completeness of the accounting records and timely preparation of reliable financial information, commensurate with the size, scale and complexity of operations and ensures compliance with various policies and statutes in keeping with the organization''s pace of growth, increasing complexity of operations, prevention and detection of frauds and errors. The design and effectiveness of key controls were tested and no material weaknesses were observed. The Audit Committee reviews and evaluates the adequacy of internal financial control and risk management systems, periodically. Efficacy of Internal control systems are tested periodically by Internal Auditors with and Internal Control over financial reporting is tested and certified by Statutory Auditors. The internal financial control system of the Company is supplemented with internal audits, regular reviews by the management and checks by the Internal Audit Team.

During the year under review, no material or serious observation has been highlighted for inefficiency or inadequacy of such controls.

I SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

As on March 31, 2023, the Company had 107 subsidiaries, 10 Joint Ventures, 4 Associates and 1 Controlled Trust. Details regarding change in subsidiaries, associates and joint venture companies are set out in Note 2 of the Consolidated Financial Statements.

Additional Director of the Company. His brief profile can be accessed at https://pdsltd.com/investors/boardof- directors-and-committees/

As on the date of the Report, the Board of Directors of the Company via Postal Ballot dated May 11, 2023, have approved Notice confirming Mr. B G Srinivas''s appointment as an Independent Director for a period of 5(Five) consecutive terms from March 28, 2023 to March 27, 2028 of the Company. All the Directors of the Company have confirmed that they are not disqualified to act as Director in terms of Section 164 of the Act.

Key Managerial Personnel

During the year under review and compliance of Section 203 of the Act, Mr. Rahul Ahuja was appointed as a Group Chief Financial Officer and Whole Time Key Managerial Personnel of the Company w.e.f January 25, 2023 at the Board Meeting held on January 24, 2023. His brief profile can be accessed at https:// pdsltd.com/about-us/#key-management. Mr. Ashish Gupta has resigned as Group Chief Financial Officer of the Company at the close of business hours on January 24, 2023.

As on date of this Report, Mr. Sanjay Jain, Group Chief Executive Officer, Mr. Rahul Ahuja, Group Chief Financial Officer and Mr. Abhishekh Kanoi, Head of Legal & Company Secretary are the Key Managerial Personnel of your Company in accordance with the provisions of Section 2(51) read with Section 203 of the Act.

Declaration of Independence by Independent Directors & adherence to the Company’s Code of Conduct for Independent Directors

All the Independent Directors have confirmed to the Board that they meet the criteria of independence as specified under Section 149(6) of the Act and that they qualify to be independent directors pursuant to the Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

They have also confirmed that they meet the requirements of ‘Independent Director'' as mentioned under Regulation 16(1)(b) of the SEBI Listing Regulations.

Further, all the Independent Directors have affirmed that they have adhered and complied with the Company''s Code of Conduct for Independent Directors which is framed in accordance with Schedule IV of the Act.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than payment of sitting fees and reimbursement of expenses, if any.

It may be noted that all the Independent Directors on the Board of the Company as on March 31, 2023 have been registered in the data bank of Independent Directors as per Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. Further, in terms of Section 150 of the Act read with the Companies (Appointment & Qualification of Directors) Rules,

During the year under review, the following companies were incorporated, acquired, liquidated or divested in India:

• Acquisition of 51% stake in DBS Lifestyle India Private Limited (Formerly known as Pangram Brands Private Limited). With this acquisition, the Company will gain further access to leading retailers and brands enabling it to further penetrate the fashion and home categories in the Indian market.

• Acquisition of 25% stake in Norlanka Brands Private Limited to expand & create an opportunity in the Indian fashion & apparel business including but not limited to kids wear, inner wear & other categories of lifestyle.

• The details regarding changes to the group companies are set out in Note 2 of the Consolidated Financial Statements.

In accordance with Section 129(3) of the Act, and Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (“SEBI Listing Regulations”), the Consolidated Financial Statements of the Company and all its subsidiary & associate companies have been prepared and are forming part of this Annual Report. A statement containing salient features of the Financial Statements of the subsidiaries and associate companies is stated in the prescribed Form AOC- 1 as Annexure 2, which forms part of the Annual Report. The statement also provides details of the performance and the financial position of each of the subsidiaries and associates. The Consolidated Financial Statements presented in this Report include financial performance and financial position of the subsidiary and associate companies.

I BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Act, read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Mrs. Payel Seth (DIN: 00003035), Non-Executive and Non-Independent Director of the Company retires by rotation at the ensuing AGM and being eligible, offer herself for reappointment. Your Board of Directors recommends her appointment.

During the year under review, based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at their meeting held on November 2, 2022 have approved re-designation of Mr. Pallak Seth (DIN: 00003040) as an Executive Vice Chairman of the Company. The Members of the Company via Postal Ballot dated December 21, 2022, have approved Mr. Pallak Seth''s appointment as an Executive Vice Chairman of the Company.

Further, pursuant to the provisions of Section 161 of the Act the based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at their meeting held on March 28, 2023, have approved appointment of Mr. B G Srinivas (DIN: 00517585) as an Independent

applicable Acts, Rules, Regulations and Standards for better governance and administration of your Company. The Policies are made available on the website of the Company at https://pdsltd.com/investors/corporate qovernance/#policies.

Annual Evaluation by the Board

The Nomination and Remuneration Policy of the Company empowers the Nomination and Remuneration Committee to formulate a process for effective evaluation of the performance of Individual Directors, Committees of the Board and the Board as a whole.

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the board was evaluated by the Board of Directors 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 of Directors after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

In a separate meeting of Independent Directors held on March 28, 2023, performance of Non-Independent Directors, the Board as a whole and Chairman of the Company was evaluated, considering the views of executive directors and non-executive directors.

The evaluation process inter alia considers attendance of Directors at Board and Committee Meetings, acquaintance with business, communicating inter se Board Members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, benchmarks established by global peers, etc., which is in compliance with applicable laws, regulations and guidelines.

The Board carried out annual evaluation of the performance of the Board, its Committees and Individual Directors and Chief Executive Officer (CEO). The Chairman of the respective Board Committees shared the report on evaluation with the respective Committee Members. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Board Committees. The reports on performance evaluation of the Individual Directors including CEO were reviewed by the Chairman of the Board.

2014, Independent Directors are exempted and not required to undertake online proficiency self-assessment test as per the aforesaid Rule.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, integrity, experience and expertise and fulfil the conditions specified under the Act, and the SEBI Listing Regulations.

Board Meetings

During the year under review, 8 (Eight) Meetings of the Board of Directors were held. Details about the Board Meetings and Committee Meetings are given in Report on Corporate Governance which forms part of this Report.

Compliance With Secretarial Standards

Your Company has complied with the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors'' and ‘General Meetings'', respectively.

Constitution of Various Committees

During the year under review, the Board of Directors of the Company has following Committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders'' Relationship Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

Details of each of the Committees stating their respective composition, terms of reference and other information are uploaded on website of the Company at www.pdsltd.com and are stated in brief in the Corporate Governance Report, forming part of this Report.

Policies on Appointment of Directors and their Remuneration

The remuneration paid to the Directors is in line with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations. Further, the Company has in place the orderly succession plan for the appointments at the Board and Senior Management level.

The Company''s policy on directors'' appointment and remuneration and other matters as provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of this Report.

Policies

The Board of Directors of your Company, from time to time, has framed and revised various Polices as per the

Familiarization Program for Independent Directors

All new independent directors inducted into the Board are familiarized with the operations and functioning of the Company. The details of the training and familiarization program are provided in the Corporate Governance Report.

| DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with Section 134(5) of the Act with respect to Directors'' Responsibility Statement, the Directors hereby confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departure has been made in following the same;

b) appropriate accounting policies have been selected and applied consistently and judgements and estimates made 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 and of the profit of the Company for that period;

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

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

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

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

| AUDITORS

1) Statutory Auditors and Auditor’s Report

As per Section 139 of the Act and the Rules framed thereunder, Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration Number: 001076N/ N500013), were appointed as Statutory Auditors of the Company at the 8^th AGM held on November 13, 2019 to hold office from the conclusion of the 8th AGM till the conclusion of the 13^th AGM. The Statutory Auditor has confirmed that they continue to remain eligible to act as the Statutory Auditor of the Company.

There are no qualifications, reservations, adverse remarks or disclaimers made by the Statutory Auditors, in their Audit Report for the Financial Year 2022-23. The Notes on Financial Statements referred to in the Auditor''s Report are self-explanatory and do not call for any further comments.

2) Secretarial Auditor

The Secretarial Audit Report for the financial year ended March 31, 2023, issued by MAKS & Co., Practicing Company Secretary, who were appointed as Secretarial Auditors to undertake the Secretarial Audit of the Company for the Financial Year 2022-23, is enclosed herewith as Annexure-3 and forms an integral part of this Annual Report. The said Secretarial Audit Report does not contain any qualification, reservation, disclaimer or adverse remark except one stated in their Report.

As on date of this Report and pursuant to Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company on recommendation of the Audit Committee on their respective Meetings held on May 11, 2023, has appointed SGGS & Associates, Company Secretaries as Secretarial Auditor of the Company for the Financial Year 2023-24.

Annual Secretarial Compliance Report

Pursuant to Regulation 24A of the SEBI Listing Regulations, the Secretarial Compliance Report for the financial year ended March 31, 2023 has been submitted to the Stock Exchanges.

Further, in this regard, please note that the Company does not have any material unlisted subsidiaries incorporated in India during the Financial Year 2022-23.

3) Cost Auditors

During the year under review, provisions of Section 148 of the Act, read with Companies (Audit & Auditors) Rules, 2014 and other applicable provisions, if any, relating to the Cost Audit are not applicable to the Company.

4) Details of Fraud reported by Auditors

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor of the Company have reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Act and therefore, no detail is required to be disclosed under Section 134(3)(ca) of the Act.

| CORPORATE SOCIAL RESPONSIBILITY

During the year under review, the Company has adopted Corporate Social Responsibility (“CSR”) Policy and initiated CSR activities as per Schedule VII of the Act. The Company works primarily through the Soham for Kids Education Society, Foundation towards promoting education. The Company''s CSR Policy is available on the website of the Company at https:// pdsltd.com/investors/corporate qovernance/#policies.The Annual Report on our CSR activities is annexed as Annexure 4.

In terms of Section 135 of the Act read with Rules and in accordance with the CSR Policy and the Annual Action Plan, your Company has during the Financial Year 2022 -23 spent over two percent of the average net profits of your Company during the three preceding financial years. The details are provided in the Annual Report on CSR activities.

The Company also undertakes CSR initiatives outside of India, in various jurisdiction. The said initiatives are over & above the statutory requirement of the Company.

| RISK MANAGEMENT

During the year under review, the Company has adopted a Risk Management Policy in terms of Regulation 21 of the SEBI Listing Regulations and the same is made available at the website of the Company at https://pdsltd.com/investors/corporate qovernance/#policies.

The Risk Management Committee of the Company constituted by the Board with the responsibility of reviewing the risk management process in the Company and ensuring that the risks are brought within acceptable limits. The Risk Management Committee had evaluated risk management framework which identifies relevant risks including cyber security and undertakes measures to mitigate the same periodically. Details of risks & concerns associated with the Company has been provided under Management Discussion and Analysis Report.

| PARTICULARS OF EMPLOYEES

The Statement of Disclosure of Remuneration under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (‘Rules''), is annexed as Annexure 5 and forms an integral part of this Report. As per the second proviso to Section 136(1) of the Act and second proviso of Rule 5 of the Rules, the Report and Financial Statements are being sent to the Members of the Company excluding the statement of particulars of employees under Rule 5(2) of the Rules. Any Shareholder interested in obtaining such details may write to the Company Secretary of the Company at investors@ pdsltd.com and the same will be furnished on such request.

The Board of Directors affirm that the remuneration paid to employees of the Company is as per the Remuneration Policy of the Company.

| RELATED PARTY TRANSACTIONS

The Board of Directors of the Company has formulated a policy on dealing with Related Party Transactions, pursuant to the applicable provisions of the Act and SEBI Listing Regulations. The same is displayed on the website of the Company at https:// www.pdsltd.com/code-conduct/. This Policy deals with the review and approval of related party transactions. All related party transactions are placed before the Audit Committee for review and approval.

During the year under review, all the related party transactions were entered in the ordinary course of business and on arm''s length basis. All related party transactions as required under Indian Accounting Standards - 24 (Ind AS-24) are reported in Note No. 33 of Standalone Financial Statement.

Pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, there are no related party transactions that are required to be reported under Section 188(1) of the Act in the prescribed Form AOC-2.

| ANNUAL RETURN

The Annual Return of the Company as on March 31, 2023 in Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at www.pdsltd.com.

I MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34 of the SEBI Listing Regulations, Management Discussion and Analysis Report forms part of this Report.

| CORPORATE GOVERNANCE

Your Company practices a culture that is built on core values and ethical governance practices. Your Company is committed to transparency in all its dealings and places high emphasis on business ethics. In terms of Regulation 34 of the SEBI Listing Regulations, the Report on Corporate Governance for the financial year ended March 31, 2023 along with the certificate confirming the compliance with regulations of corporate governance under the SEBI Listing Regulations is annexed as Annexure 6 to this Report.

I BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As per Regulation 34 of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report is enclosed as Annexure 7 and forms part of this Report and can also be accessed on the Company''s website at www.pdsltd.com.

| WHISTLE BLOWER POLICY/ VIGIL MECHANISM

Your Company has established a Vigil Mechanism Policy/ Whistle Blower Policy to deal with instances of fraud and mismanagement and to enable Directors and Employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct and to report incidents of leak or suspected leak of unpublished price sensitive information. The Company has also hosted on its website NAVEX hotline for stakeholders to report such instances under Vigil

Mechanism. The said Policy ensures that strict confidentiality is maintained in respect of whistle blowers whilst dealing with concerns and also specified that no discrimination will be meted out to any person for a genuinely raised concern and has a provision of direct access to Chairman of Audit Committee in case of emergency cases. The Policy on Vigil Mechanism/ Whistle Blower Mechanism can be accessed through website of the Company viz. https://pdsltd.com/investors/corporate qovernance/#policies.

During the year under review, Nil complaint pertaining to the Company were received under the Whistle Blower mechanism.

DISCLOSURE UNDER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Pursuant to the requirements of Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with the Rules thereunder, your Company has formulated and adopted a Policy on Prevention of Sexual Harassment at Workplace.

Your Company has complied with the provisions relating to the constitution of Internal Complaints Committee (ICC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress complaints received regarding sexual harassment.

During the year under review, Nil complaint was received from any of the employees of the subsidiary Company regarding Sexual Harassment at workplace which has been duly disposed off and no complaint was pending at the end of the year.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO UNDER SECTION 134(3)(m) OF THE COMPANIES ACT, 2013

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

a) Conservation of energy

Your Company is into the business of trading of garments on wholesale basis and does not have manufacturing activity so it does not consume heavy electricity.

i. The steps taken or impact on conservation of energy are

- Measures like placing focused lighting systems and reducing lights wherever not needed.

- Effective utilization of work station for energy conservation.

ii. The steps taken by the Company for utilizing alternate sources of energy are-

The production activity of the Company is not energy intensive. However, solar plants are installed to optimize energy usage.

b) Technology absorption

The Company plans to introduce various measures to help the production improvement as well as reduce the wastage further.

c) Foreign exchange earnings and Outgo

Details of Foreign exchange earnings and outgo for the financial year under review are as follows:

Foreign Exchange Earning:

H 42,322.60 Lakhs for the Financial Year 2022-23 as against H10,394.58 Lakhs for the Financial Year 2021-22.

Foreign Exchange Outgo:

H 23,786.83 Lakhs for the Financial Year 2022-23 as against H3,472.80 Lakhs for the Financial Year 2021-22

I PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of loans and investments made by the Company under Section 186 of the Act during the year under review have been provided in Note 9 & 8 respectively to the Standalone Financial Statements.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments have occurred after the close of the year till the date of this Report which may affect the financial position of the Company.

I CHANGE OF REGISTERED OFFICE OF THE COMPANY

During the year under review, your Company has shifted its Registered Office from 758 & 759, 2nd Floor, 19^th Main, Sector-2, HSR Layout, Bengaluru - 560 102, Karnataka, (India) to Unit No.971, Solitaire Corporate Park, Andheri - Ghatkopar Link Road, Andheri (East), Mumbai - 400093, Maharashtra (India), with effective from August 3, 2022.

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

During the year under review, there were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Company''s operations in future.

| LISTING

Equity Shares of your Company are listed on National Stock Exchange of India Limited and BSE Limited. Your Company has paid the required listing fees to Stock Exchange for the Financial Year 2022-23.

EXECUTIVE VICE CHAIRMAN, CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATE

In terms of the SEBI Listing Regulations, the certificate, as prescribed in Part B of Schedule II of the said Regulations, has been obtained from Mr. Pallak Seth, Executive Vice Chairman, Mr. Sanjay Jain, Group Chief Executive Officer and Mr. Rahul Ahuja, Group Chief Financial Officer, for the Financial Year 2022-23 with regard to the Financial Statements and other matters. The said Certificate forms part of this Report.

| CAUTIONARY STATEMENT

Statements in this Directors'' Report and Management Discussion and Analysis describing the Company''s objectives, projections, estimates, expectations or predictions may be “forward-looking statements” within the meaning of applicable Securities Laws and Regulations. Actual results could differ materially from those expressed or implied. Important factors that could make

difference to the Company''s operations include changes in the government regulations, developments in the infrastructure segment, tax regimes and economic developments within India.

| GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/ events relating to these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of Shares (including sweat Equity shares) to employees of the Company under any Scheme save and except Employee Stock Option Scheme referred to in this Report.

3. No application was made, or any proceedings is pending under the Insolvency and Bankruptcy Code, 2016 during the year in respect of the Company.

| ACKNOWLEDGEMENT

Your Directors acknowledge the support extended by the Securities and Exchange Board of India, Ministry of Corporate Affairs, Registrar of Companies and all other governmental and regulatory authorities for the guidance and support received from them including officials there at from time to time.

Your Directors also place on record their sincere appreciation for the continued support extended by the Company''s stakeholders in large including investors, customers, banks, financial institutions, and well-wishers for their continued support during the year. Your Directors place on record their appreciation of the contribution made by the employees of your Company and its subsidiaries at all levels. Your Company''s consistent growth was made possible by their hard work, solidarity, cooperation and support.

---

Mar 31, 2022

The Directors of your Company are pleased to present the 11^th Annual Report together with the Annual Audited Standalone and Consolidated Financial Statements for the Financial Year ended March 31, 2022.

Financial Highlights

('' in lakhs, unless mentioned otherwise)
Particulars	Standalone		Consolidated
	March 31, 2022	March 31, 2021	March 31, 2022	March 31, 2021
Revenue from operations	11,582.72	4,611.89	8,82,821.38	621,286.84
Other income	6,185.88	4,208.98	8,602.74	3,739.54
Total Expenses	10,752.32	4,201.04	8,60,358.46	607,640.09
Profit from Operations Before Exceptional Item and Taxes	7,016.28	4,619.83	31,065.66	17,386.29
Share of loss of associates and joint ventures	-	-	(57.86)	(391.61)
Exceptional Item	-	-	-	-
Profit Before Tax	7,016.28	4,619.83	31,007.80	16,994.68
Tax Expense (including deferred taxes)	337.42	148.24	1,725.71	2,152.26
Profit After Tax	6,678.86	4,471.59	29,282.09	14,842.42
Other Comprehensive Income/(loss)	16.57	17.60	3,357.62	788.13
Total Comprehensive income	6,695.43	4,489.19	32,639.71	15,630.55
Earnings Per Share ('') Basic Diluted	25.64 25.30	17.17 17.17	95.38 94.38	32.37 32.37

Operational Performance of the Company

I. Standalone Financial Performance

The Revenue from Operations of the Company stood at ''11,582.72 Lakhs for the year ended March 31, 2022 as against ''4,611.89 Lakhs in the previous year. The Company reported a Profit after Tax of ''6,678.86 Lakhs for the year ended March 31, 2022 as compared to ''4,471.59 Lakhs in the previous year due to better realizations, cost optimization and better operational controls.

II. Consolidated Financial Performance

The Consolidated Revenue from Operations of the Company for the Financial Year ended March 31, 2022 is ''8,82,821.38 Lakhs as against ''6,21,286.84 Lakhs in the previous year. The Consolidated Profit after Tax for the Financial Year ended March 31, 2022 is ''29,282.09 Lakhs as compared to ''14,842.42 Lakhs in the previous year, registering an increase of 97.28 % due to better realizations, cost optimization and better operational controls.

Transfer to Reserves

Your Directors do not propose to transfer any amount to Reserve.

Dividend

The Directors have recommended Final Dividend of ''23.85 per

share as compared to ''15.75 per share of the Face Value of ''10/-

each for the Financial Year 2021-22 and 2020-21 respectively.

The Final Dividend on Equity Shares, if approved by the Members

at the 11^th Annual General Meeting (AGM), would involve a total outgo of ''6,224.07 Lakhs against total outgo of ''4,102.36 Lakhs in the previous year and will be paid to those Members, whose names appear on the Register of Members/beneficial holders'' list at the close of business hours on record date.

In view of the changes made under the Income-Tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the Final Dividend after deduction of tax at source.

The recommendation of the Final Dividend on aforesaid is in accordance with the Dividend Distribution Policy (“Policy”) of the Company. The Policy is available on the website of the Company - at www.pdsmultinational.com.

Nature of Business and State of Affairs of the Company

During the year under review, there have been no changes in the nature of business of the Company. The information on the affairs of the Company has been covered under the Management Discussion & Analysis forming part of this Annual Report.

Deposits

During the year under review, the Company has neither invited nor accepted any deposits from the public within the meaning of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

Share Capital

During the year under review, the Shareholders at their 10^th Annual General Meeting has approved the increase in the Authorized Share Capital of the Company from ''270,000,000/- (Rupees Twenty-Seven Crores only) divided into 27,000,000 (Two Crores Seventy Lakhs) Equity Shares of Face Value of ''10/- (Rupees Ten only) each to ''28,00,00,000/- (Rupees Twenty-Eight Crores Only) divided into 2,80,00,000 (Two Crore Eighty Lakhs) Equity Shares of Face Value of ''10/- (Rupees Ten Only) each.

The Issued and Paid-up Capital of the Company remained unchanged at ''26,04,67,240 (Rupees Twenty-Six Crores Four Lakhs Sixty-Seven Thousand and Two-Forty Only) divided into 26,046,724 (Two Crores Sixty Lakhs Forty-Six Thousand Seven Hundred and Twenty-Four) Equity Shares divided into Face Value of ''10/- (Rupees Ten) each.

As on the date of this Annual Report, the Issued and Paid-up Capital of the Company stands increased at ''26,09,67,240 (Rupees Twenty-Six Crores Nine Lakhs Sixty-Seven Thousand and Two-Forty Only) divided into 26,096,724 (Two Crores Sixty Lakhs Nine-Six Thousand Seven Hundred and Twenty-Four) Equity Shares divided into Face Value of ''10/- (Rupees Ten) each pursuant to allotment of Stock Options to the employee of the Company on April 4, 2022.

Your Company has neither issued any Equity Shares with differential rights as to dividend, voting or otherwise nor has issued any Sweat Equity Shares to the employees or Directors of the Company, under any scheme. Your Company has not issued any debentures, bonds or any non-convertible securities During the year under review.

Employee Stock Option Plan (ESOP)

During the year under review, the Shareholders at their 10^th Annual General Meeting had approved an Employee Stock Options ("ESOP") namely, ‘PDS Limited - Employees Stock Option Plan 2021 - Plan A (“PDS ESOP (A) 2021”), PDS Limited - Employees Stock Option Plan 2021 - Plan B (“PDS ESOP (B) 2021”) and PDS Limited - Phantom Stock Units Plan 2021 (“PDS PSU 2021”)'' for the Employees of the Company and its Subsidiary Companies and for granting of 5,82,410 stock options under PDS ESOP (A) 2021, 1,01,348 stock options under PDS ESOP (B) 2021 and 1,72,283 stock options under PDS PSU 2021 or issuing of shares to the aforesaid employees under the scheme equal to or in excess of 1% of the issued capital at the time of grant of options or shares (as the case may be) but in any case not exceeding 2% of the issued capital of the Company at the time of grant of options or shares (as the case may be).

The Nomination and Remuneration Committee administers the all the ESOP schemes including PDS Limited - Employee Stock Option Plan 2021 approved at Shareholders Meeting on February 25, 2021. The Shareholders at their 10^th Annual General Meeting had approved amendment in the terms of the PDS Multinational Fashions Limited - Employee Stock Option Plan 2021 (‘PDS ESOP 2021'') that the maximum period within which the options granted under the PDS ESOP 2021 shall vest be increased from 3(Three) years to 4 (four) years.

The disclosures as required under Regulation 14 of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SBEB Regulations”) read with

SEBI Circular No. CIR/CFD/POLICY CELL/2/2015 dated June 16, 2015 including the details of stock options granted during the year under review, is enclosed herewith as Annexure-1 to this Annual Report hereto and is also available on website of the Company at www.pdsmultinational.com.

A certificate from the Secretarial Auditors certifying that all ESOP schemes has been implemented in accordance with SBEB Regulations and in accordance with the resolution(s) passed by the Members would be uploaded on website of Company www.pdsmultinational.com during the AGM for inspection by the Members.

PDS Incentive Plan 2021

During the year under review, the Nomination and Remuneration Committee and Board of Directors at their respective meetings held on May 27, 2021, had approved rewards under PDS Incentive Plan 2021 to key employees of the Company. The plan got approved at the Extra-Ordinary General Meeting held on February 25, 2021.

The purpose of the PDS Incentive Plan 2021 is to reward key employees of the Company and its subsidiaries for their performance and their contribution in delivering strong returns and creating value with respect to the investments made by the shareholders in the Company and to incentivize them in the future growth and profitability of the Company.

Credit Rating

During the year under review, your Company has no outstanding instruments for which the credit rating needs to be obtained.

Internal Financial Control Systems and its Adequacy

The Financial Statements of the Company comply with the Ind AS specified under Section 133 of the Companies Act, 2013.

Your Company has put in place adequate internal controls with reference to accuracy and completeness of the accounting records and timely preparation of reliable financial information, commensurate with the size, scale and complexity of operations and ensures compliance with various policies and statutes in keeping with the organization''s pace of growth, increasing complexity of operations, prevention and detection of frauds and errors. The design and effectiveness of key controls were tested and no material weaknesses were observed. The Audit Committee reviews and evaluates the adequacy of internal financial control and risk management systems, periodically. Efficacy of Internal control systems are tested periodically by Internal Auditors with and Internal Control over financial reporting is tested and certified by Statutory Auditors. The internal financial control system of the Company is supplemented with internal audits, regular reviews by the management and checks by the Internal Audit Team.

During the year under review, no material or serious observation has been highlighted for inefficiency or inadequacy of such controls.

Subsidiary, Joint Ventures and Associate Companies

As on March 31, 2022, the Company has 88 (Eighty-Eight) subsidiaries, 10 (Ten) Joint Ventures,4 (Four) Associates and

1 (One) Controlled Trust. During the year under review, the following companies were incorporated, acquired, liquidated or divested, if any:

• Acquisition of 100% stake in PDS Brands Private Limited to enter into expansion & create an opportunity in the Indian fashion & apparel business including but not limited to kids wear, inner wear and other categories of lifestyle.

• Acquisition of 7% stake in DIZBI Private Limited to carry on the business of design, development, marketing, sales, export and import and service of software and hardware products and solutions.

• Razamtaaz Limited ceased to be subsidiary of the Company.

• The details regarding changes to the group companies are set out in Note 2 of the Consolidated Financial Statements.

In accordance with Section 129(3) of the Companies Act, 2013 and Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (“SEBI Listing Regulations”), the Consolidated Financial Statements of the Company and all its subsidiary & associate companies have been prepared and are forming part of this Annual Report. A statement containing salient features of the Financial Statements of subsidiary and associate companies is stated in the prescribed Form AOC-1 as Annexure-2, which forms part of the Annual Report. The statement also provides details of the performance and the financial position of each of the subsidiaries and associates. The consolidated financial statements presented in this Annual Report include financial performance and financial position of the subsidiary and associate companies.

Board of Directors & Key Managerial Personnel

In accordance with the provisions of Section 152 of the of the Companies Act, 2013 (“the Act”) read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Mr. Pallak Seth (DIN: 00003040), Non-Executive and Non-Independent Director of the Company retires by rotation at the ensuing AGM and being eligible, offer himself for reappointment. Your Board of Directors (“Board”) recommends his appointment.

During the year under review, pursuant to the provisions of Section 161 of the Act and based on the recommendation of the Nomination and Remuneration Committee, Mr. Mungo Park (DIN: 09390792) and Mr. Robert Sinclair (DIN: 09390821) were appointed as an Independent Additional Directors of the Company with effect from November 9, 2021 by the Board of Directors in lieu of resignation tendered by Mr. Ashok Kumar Sanghi and Mr. Ashok Kumar Chhabra who resigned at the close of business hours on November 9, 2021 Further, Mr. Nishant Parikh (DIN: 07349640) and Ms. Yael Gairola (DIN: 08434509) were appointed as an Independent Additional Directors of the Company with effect from December 8, 2021 by the Board of Directors in lieu of resignation tendered by Mr. Ashutosh Prabhudas Bhupatkar who resigned at the close of business hours on December 8, 2021 Mrs. Saraswathy Venkateswaran has tendered her resignation as an Independent Director of the Company with effect from March 14, 2022.

Further, Members of the Company at the 10^th AGM of the Company held on July 30, 2021 had approved appointment of Mr. Parth Gandhi as a Non-Executive Non-Independent Director of the Company. The Company by the way of postal ballot held on January 12, 2022 has approved the appointment of Mr. Mungo Park, Mr. Robert Sinclair, Mr. Nishant Parikh and Ms. Yael Gairola as an Non-Executive Independent Director, not liable to retire by rotation, for a term of 5 (Five) consecutive years with effect from November 9, 2021 and December 8, 2021 respectively.

All the Directors of the Company have confirmed that they are not disqualified to act as Director in terms of Section 164 of the Act.

Key Managerial Personnel

During the year under review and compliance of Section 203 of the Act, 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 at the close of business hours on May 27, 2021.

As date of this Report, Mr. Sanjay Jain, Chief Executive Officer, Mr. Ashish Gupta, Chief Financial Officer and Mr. Abhishekh Kanoi, Head of Legal & Company Secretary are the Key Managerial Personnel of your Company in accordance with the provisions of Section 2(51) read with Section 203 of the Act.

Declaration of Independence by Independent Directors & Adherence to the Company’s Code of Conduct for Independent Directors

All the Independent Directors have confirmed to the Board that they meet the criteria of independence as specified under Section 149(6) of the Act and that they qualify to be independent directors pursuant to the Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014. They have also confirmed that they meet the requirements of ‘Independent Director'' as mentioned under Regulation 16(1)(b) of the SEBI Listing Regulations.

Further, all the Independent Directors have affirmed that they have adhered and complied with the Company''s Code of Conduct for Independent Directors which is framed in accordance with Schedule IV of the Act.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than payment of sitting fees, commission and reimbursement of expenses, if any.

It may be noted that all the Independent Directors on the Board of the Company as on March 31, 2022 have been registered in the data bank of Independent Directors as per Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. Further, in terms of Section 150 of the Act read with the Companies (Appointment & Qualification of Directors) Rules, 2014, Independent Directors are exempted and not required to undertake online proficiency self-assessment test as per aforesaid Rule.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity.

Board Meetings

During the year under review, 6 (Six) Meetings of the Board of Directors were held. Details about the Board Meetings and Committee Meetings are given in Report on Corporate Governance which forms part of this Annual Report.

Compliance with Secretarial Standard

Your Company has complied with the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors'' and ‘General Meetings'', respectively.

Constitution of Various Committees

During the year under review, the Board of Directors of the Company has following Committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders'' Relationship Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

Details of each of the Committees stating their respective composition, terms of reference and other information are uploaded on website of the Company at www.pdsmultinational. com and are stated in brief in the Corporate Governance Report, forming part of this Annual Report.

Policies on Appointment of Directors and their Remuneration

The remuneration paid to the Directors is in line with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations. Further, the Company has in place the orderly succession plan for the appointments at the Board and Senior Management level.

The Company''s policy on directors'' appointment and remuneration and other matters as provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of this Annual Report.

Policies

The Board of Directors of your Company, from time to time, has framed and revised various Polices as per the applicable Acts, Rules, Regulations and Standards for better governance and administration of your Company. The Policies are made available on the website of the Company at https://www.pdsmultinational. com/code-conduct/.

Annual Evaluation by the Board

The Nomination and Remuneration Policy of the Company empowers the Nomination and Remuneration Committee to formulate a process for effective evaluation of the performance of Individual Directors, Committees of the Board and the Board as a whole.

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the board was evaluated by the Board 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, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

In a separate meeting of Independent Directors held on March 14, 2022, performance of Non-Independent Directors, the Board as a whole and Chairman of the Company was evaluated, considering the views of executive directors and non-executive directors.

The evaluation process inter alia considers attendance of Directors at Board and Committee Meetings, acquaintance with business, communicating inter se Board Members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, benchmarks established by global peers, etc., which is in compliance with applicable laws, regulations and guidelines.

The Board carried out annual evaluation of the performance of the Board, its Committees and Individual Directors and Chief Executive Officer (CEO). The Chairman of the respective Board Committees shared the report on evaluation with the respective Committee Members. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Board Committees. The reports on performance evaluation of the Individual Directors including CEO were reviewed by the Chairman of the Board.

Familiarization Program for Independent Directors

All new independent directors inducted into the Board are familiarized with the operations and functioning of the Company. The details of the training and familiarization program are provided in the Corporate Governance Report.

Directors Responsibility Statement

Pursuant to Section 134(3)(c) read with Section 134(5) of the Act with respect to Directors'' Responsibility Statement, the Directors hereby confirm that:

a) i n the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departure has been made in following the same;

b) appropriate accounting policies have been selected and applied consistently and judgements and estimates made 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 and of the profit of the Company for that period;

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

d) t he annual accounts have been prepared on a going concern basis;

e) i nternal financial controls to be followed by the Company had been laid down and such internal financial controls are adequate and are operating effectively; and

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

Auditors

1) Statutory Auditors and Auditor’s Report

As per Section 139 of the Act and the Rules framed thereunder, Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration Number: 001076N/ N500013), were appointed as Statutory Auditors of the Company at the 8^th AGM held on November 13, 2019 to hold office from the conclusion of the 8^th AGM till the conclusion of the 13^th AGM. The Statutory Auditor has confirmed that they continue to remain eligible to act as the Statutory Auditor of the Company.

There are no qualifications, reservations, adverse remarks or disclaimers made by the Statutory Auditors, in their Audit Report for the financial year 2021-22. The Notes on financial statement referred to in the Auditor''s Report are self-explanatory and do not call for any further comments.

2) Secretarial Auditor

The Secretarial Audit Report for the financial year ended March 31,2022, issued by MAKS & Co., Practicing Company Secretary, who were appointed as Secretarial Auditors to undertake the Secretarial Audit of the Company for financial year 2021-22, is enclosed herewith as Annexure-3 and forms an integral part of this Annual Report. The said Secretarial Audit Report does not contain any qualification, reservation, disclaimer or adverse remark.

Annual Secretarial Compliance Report

Pursuant to Regulation 24A of the SEBI Listing Regulations, the Secretarial Compliance Report for the financial year ended March 31, 2022 has been submitted to the Stock Exchanges.

Further, in this regard, please note that the Company does not have any material unlisted subsidiaries incorporated in India during Financial Year 2021-22.

3) Cost Auditors

During the year under review, provisions of Section 148 of the Act, readwith Companies (Audit & Auditors) Rules, 2014 and other applicable provisions, if any, relating to the Cost Audit are not applicable to the Company.

4) Details of Fraud Reported by Auditors

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor of the Company have reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Act and therefore, no detail is required to be disclosed under Section 134(3)(ca) of the Act.

Corporate Social Responsibility

During the year under review, the Company has adopted Corporate Social Responsibility(“CSR”) Policy and initiated CSR activities as per Schedule VII of the Act. The Company works primarily through the Soham for Kids Education Society, Foundation towards promoting education. The Company''s CSR Policy is available on the website of the Company at https://www.pdsmultinational.com/investors/corporate governance/#policies. The Annual Report on our CSR activities is annexed as Annexure-4.

In terms of Section 135 of the Act read with Rules and in accordance with the CSR Policy and the Annual Action Plan, your Company has during the year 2021 -22 spent over two percent of the average net profits of your Company during the three preceding financial years. The details are provided in the Annual Report on CSR activities.

The Company also undertakes CSR initiatives outside of India, in various jurisdiction. The said initiatives are over & above the statutory requirement of the Company.

Risk Management

During the year under review, the Company has adopted a Risk Management Policy in terms of Regulation 21 of the SEBI Listing Regulations and the same is made available at the website of the Company at www.pdsmultinational.com.

The Risk Management Committee of the Company constituted by the Board with the responsibility of reviewing the risk management process in the Company and ensuring that the risks are brought within acceptable limits. The Risk Management Committee had evaluated risk management framework which identifies relevant risks including cyber security and undertakes measures to mitigate the same periodically.

Particulars of Employees

The statement of Disclosure of Remuneration under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (‘Rules''), is annexed as Annexure-5 and forms an integral part of this Report. As per second proviso to Section 136(1) of the Act and second proviso of Rule 5 of the Rules, the Report and Financial Statements are being sent to the Members of the Company excluding the statement of particulars of employees under Rule 5(2) of the Rules. Any Shareholder interested in obtaining such details may write to the Company Secretary of the Company at [e-mail] and the same will be furnished on such request.

The Board of Directors affirm that the remuneration paid to employees of the Company is as per the Remuneration Policy of the Company.

Related Party Transactions

The Board of Directors of the Company has formulated a policy on dealing with Related Party Transactions, pursuant to the applicable provisions of the Act and SEBI Listing Regulations. The same is displayed on the website of the Company at https:// www.pdsmultinational.com/code-conduct/. This Policy deals with the review and approval of related party transactions. All related party transactions are placed before the Audit Committee for review and approval.

During the year under review, all the related party transactions were entered in the ordinary course of business and on arm''s length basis. All related party transactions as required under Indian Accounting Standards - 24 (Ind AS-24) are reported in Note No. 33 of Standalone Financial Statements.

Pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, there are no related party transactions that are required to be reported under Section 188(1) of the Act in the prescribed Form AOC-2.

Annual Return

The Annual Return of the Company as on March 31, 2022 in Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at https://www. pdsmultinational.com .

Management Discussion and Analysis Report

In terms of the provisions of Regulation 34 of the SEBI Listing Regulations, Management Discussion and Analysis Report forms part of this Annual Report.

Corporate Governance

Your Company practices a culture that is built on core values and ethical governance practices. Your Company is committed to transparency in all its dealings and places high emphasis on business ethics. In terms of Regulation 34 of the SEBI Listing Regulations, the Report on Corporate Governance for the financial year ended March 31, 2022 along with the certificate confirming the compliance with regulations of corporate governance under the SEBI Listing Regulations is annexed as Annexure-6 to this Annual Report.

Business Responsibility Report

As per Regulation 34 of the SEBI Listing Regulations, the Business Responsibility Report is enclosed as Annexure-7 and forms part of this Annual Report and can also be accessed on the Company''s website at www.pdsmultinational.com.

Whistle Blower Policy/ Vigil Mechanism

Your Company has established a Vigil Mechanism Policy/ Whistle Blower Policy to deal with instances of fraud and mismanagement and to enable Directors and Employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct and to report incidents of leak or suspected leak of unpublished price sensitive information. The Company has also hosted on its website NAVEX hotline for stakeholders to report such instances under Vigil Mechanism. The said Policy ensures that strict confidentiality is maintained in respect of whistle blowers whilst dealing with concerns and also specified that no discrimination will be meted out to any person for a genuinely raised concern and has a provision of direct access to chairman of Audit Committee in case of emergency cases. The Policy on Vigil Mechanism/ Whistle Blower Mechanism can be accessed through website of the Company viz. www.pdsmultinational.com/code-conduct/.

During the year under review, 1(One) complaint pertaining to the Company was received under the Whistle Blower mechanism.

Disclosure under Sexual Harrassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Pursuant to the requirements of Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with the Rules thereunder, your Company has formulated and adopted a Policy on Prevention of Sexual Harassment at Workplace.

Your Company has complied with the provisions relating to the constitution of Internal Complaints Committee (ICC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress complaints received regarding sexual harassment.

During the year under review, 1 (One) complaint was received from any of the employees of the subsidiary Company regarding Sexual Harassment at workplace which has been duly disposed off and no complaint was pending at the end of the year.

Conservation of Energy, Technology Absorption, Foreign Exchange earnings and outgo under Section 134(3)(m) of the Companies Act, 2013

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

a) Conservation of Energy

Your Company is into the business of trading of garments on wholesale basis and does not have manufacturing activity so it does not consume heavy electricity.

i. The Steps Taken or Impact on Conservation of Energy are-

• Replaced old office electrical items like Air Conditions, fans with energy efficient ones.

• Other measures like placing focused lighting systems and reducing lights wherever not needed.

• Effective utilization of work station for energy conservation.

ii. The Steps Taken by the Company for utilizing Alternate Sources of Energy are-

The production activity of the Company is not energy intensive. However, all measures are being taken for optimizing energy usage.

b) Technology Absorption

The Company plans to introduce various measures to help the production improvement as well as reduce the wastage further.

c) Foreign Exchange Earnings and Outgo

Details of Foreign exchange earnings and outgo for the financial year under review are as follows:

Foreign Exchange Earning:

''10,394.58 Lakhs for FY 2021-22 as against ''6,587.21 Lakhs in FY 2020-21

Foreign Exchange Outgo:

''3,472.80 Lakhs for FY 2021-22 as against ''903.33 Lakhs in FY 2020-21

Particulars of Loans, Guarantees or Investments

The details of loans and investments made by the Company under Section 186 of the Act during the year under review have been provided in Note 9 and Note 8 respectively to the Standalone Financial Statements.

Material Changes and Commitments Affecting the Financial Position of the Company

No material changes and commitments have occurred after the close of the year till the date of this Annual Report which may affect the financial position of the Company.

Change of name of the Company

During the year under review, your Company name has been changed to ‘PDS Limited'' effective from January 28, 2022.

Details of Significant and Material Orders Passed by the Regulators or Courts or Tribunals Impacting the going Concern Status and Company Operations in Future

During the year under review, there were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Company''s operations in future.

Listing

Equity Shares of your Company are listed on National Stock Exchange of India Limited and BSE Limited. Your Company has paid the required listing fees to Stock Exchange for FY 2021-22.

Vice-Chairman & Non-Executive Director, Chief Executive Officer (CEO) and Chief Financial Officer (CFO) certificate

In terms of the SEBI Listing Regulations, the certificate, as prescribed in Part B of Schedule II of the said Regulations, has been obtained from Mr. Pallak Seth, Vice-Chairman & NonExecutive Director, Mr. Sanjay Jain, Chief Executive Officer and Mr. Ashish Gupta, Chief Financial Officer, for the Financial Year 2021-22 with regard to the Financial Statements and other matters. The said Certificate forms part of this Annual Report.

Cautionary Statement

Statements in this Directors'' Report and Management Discussion and Analysis describing the Company''s objectives, projections, estimates, expectations or predictions may be “forward-looking

statements” within the meaning of applicable Securities Laws and Regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Company''s operations include changes in the government regulations, developments in the infrastructure segment, tax regimes and economic developments within India.

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/ events relating to these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of Shares (including sweat Equity shares) to employees of the Company under any Scheme save and except Employee Stock Option Scheme referred to in this Annual Report.

3. No application was made, or any proceedings is pending under the Insolvency and Bankruptcy Code, 2016 during the year in respect of the Company.

Acknowledgement

Your Directors acknowledge the support extended by the Securities and Exchange Board of India, Ministry of Corporate Affairs, Registrar of Companies and all other governmental and regulatory authorities for the guidance and support received from them including officials there at from time to time.

Your Directors also place on record their sincere appreciation for the continued support extended by the Company''s stakeholders in large including investors, customers, banks, financial institutions, and well-wishers for their continued support during the year. Your Directors place on record their appreciation of the contribution made by the employees of your Company and its subsidiaries at all levels. Your Company''s consistent growth was made possible by their hard work, solidarity, cooperation and support.

By & On Behalf of the Board of Directors PDS Limited (Formerly PDS Multinational Fashions Limited)

Sd/- Sd/-

Deepak Seth Pallak Seth

Chairman & Non- Vice-Chairman & NonExecutive Director Executive Director

DIN: 00003021 DIN: 00003040

Place: Mumbai, India Date: May 16, 2022

---

Mar 31, 2018

To the Members,

We have pleasure in presenting Seventh Annual Report of PDS Multinational Fashions Limited (the “Company”) together with the audited financial statements for the financial year ended March 31^st, 2018.

Financial Summary and State of Affairs (Rs. in Crore)

Particulars	Consolidated		Standalone
	2017-18	2016-17	2017-18	2016-17
Revenue from operations	4923.86	4616.01	18.19	13.39
Other Income	24.36	14.46	6.86	0.09
Total Income	4948.22	4630.46	25.06	13.48
Total Expenses	4924.20	4585.05	20.72	12.70
Profit before Tax	24.02	45.42	4.34	0.78
Provision for Tax	3.18	5.08	0.61	0.24
Profit/(Loss) After Tax	20.84	40.33	3.73	0.54
Share of Associates/Joint Ventures	(1.30)	(1.87)	-	-
Net Profit for the year	19.53	38.46	3.73	0.54

Consolidated

On Consolidated basis, the total income for Financial Year 2017-18 was at Rs. 4948.22 Crore as against Rs. 4630.46 Crore in Financial Year 2016-17.

The Profit after Tax in Financial Year 2017-18 was at Rs. 19.53 Crore as compared to Rs. 38.46 Crore in Financial Year 2016-17.

Standalone

On Standalone basis, the total income for Financial Year 2017-18 was at Rs. 25.06 Crore as against Rs. 13.48 Crore in Financial Year 2016-17.

The Profit after Tax in Financial Year 2017-18 was at Rs. 3.73 Crore as compared to Rs 0.54 Crore in Financial Year 2016-17

Details of State of the Company’s Affairs are given in the Management Discussion and Analysis.

RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (3)(C ) & 134 (5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, your Directors state that:

a) in the preparation of the annual accounts for the financial year ended 31^st March 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 31^st March, 2018 and of the profit 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 Companies Act, 2013 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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) the Management Discussion and Analysis Report for the year under review, is presented in a separate section, forming part of the Annual Report.

DIVIDEND & RESERVES

Your Directors did not recommend any dividend for the Financial Year 2017-18 and not proposed to carry any amounts to reserves.

CHANGE IN THE NATURE OF THE BUSINESS

During the financial year, there was no change in the nature of the business of the Company.

However, the Company has altered its objects clause of its Memorandum of Association after obtaining approval of Members by Postal Ballot to explore new opportunities in various fields of business, which has good future prospects and potential by leveraging and optimising the expertise of the management and increasing the shareholders’ value and has incorporated the following clauses therein;

6. To act as financial consultants, management consultants, and provide advice, services, consultancy in various fields, general, administrative, secretarial, commercial, financial, legal, economic, labour, industrial, public relations, scientific, technical, direct and indirect taxation and other levies, statistical, accountancy, quality control and data processing.

7. To act, improve, manage, develop, exchange, lease or otherwise deal with all or any part of the properties and rights of the Company.

8. To carry on in India and abroad the E-Commerce business, either on its own or through franchisee arrangements, licensees, agents, stockists, resellers, distributors, contractors or otherwise, of procuring, storing, warehousing, dispatching, promoting, packaging, formulating, buying, selling, exchanging, altering, importing-exporting, assembling, repairing, marketing, advertising, distributing or otherwise dealing in whole or in part, on a wholesale or retail basis or otherwise, all kinds of services, goods and merchandise and generally to carry on business as wholesale or retail merchants, importers and exporter, couriers, warehousing agents, including sourcing, procuring and placing contracts for all or any kinds of services, goods, materials and items whatsoever in nature.

9. To carry on the business as manufacturers, processors, traders, importers, exporters, buyers, sellers, marketers, showroom owners, general commission agents, dealers, distributors, brokers, wholesalers, retailers, exchangers, franchise traders, stockists, jobbers, processors, fabricators or otherwise deal in all kinds of consumer goods.

10. To carry on other business, whether manufacturing or otherwise, which may seem to the Company capable of being conveniently carried on in connection with any business of the Company or calculated directly or indirectly to enhance the value of, or render profitable, any of the Company’s property or rights for the time being.

11. To acquire and undertake the whole or any part of the business, property and liabilities of any person or Company carrying on any business which the Company is authorised to carry on, possessed of property suitable for the purpose of this Company.

DEPOSITS

Your Company has not accepted any deposits from the Public or Shareholders during the year, nor has any unclaimed or unpaid deposits at the end of the Financial Year 2017-18.

COMMITTEES OF BOARD, NUMBER OF MEETINGS OF THE BOARD AND COMMITTEES

The Board has in place the Committees as mandated under the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. There are currently three (3) Committees of the Board, namely:

- Audit Committee

- Nomination & Remuneration Committee

- Stakeholders’ Relationship Committee

All recommendations made by the Committees of the Board including the Audit Committee were accepted by the Board.

During the year under review, the Board met 5 (five) times. A detailed update on the Board, its composition, detailed charter including terms of reference of Board committees, number of Board and Committee meetings held during the Financial Year 2017-18 and attendance of Directors at each meeting is provided in the report on Corporate Governance, which forms part of Annual Report.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Company had already constituted Nomination and Remuneration Committee as required under Sub-Section (1) of Section 178 of the Companies Act, 2013 comprising three Independent Directors Mr. Ashok Kumar Sanghi, Chairperson, Mr. Ashok Kumar Chhabra & Dr. A.P. Bhupatkar, Members of the Committee.

The Company has also formulated a Policy on directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178 (3) of the Companies Act, 2013 and the same is available on Company’s’ website www.pdsmultinational.com and sailent features of such policy is annexed as ‘Annexure-I’ to this report.

There has been no change to the policy during Financial Year 201718.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, the evaluation of the annual performance of the Directors/Board/Committees was carried out for the Financial Year, 2017-18.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the 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 the criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, 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. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year there has been no change in the constitution of your Board which comprises of Six (6) Directors including three (3) Independent Directors, two (2) Non-Executive Directors and an Executive Director (Managing Director). During the financial year 2017-18, your Board met five (5) times details of which are available in Corporate Governance Report forming part of Annual Report.

Mrs. Payel Seth has submitted her resignation letter on 9^th August, 2018 by serving three (3) months notice, from the position of Managing Director with effect from 1^st November, 2018 but she will continue as Non-Executive Director of the Company.

Independent Directors provide their declarations annually, confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and Listing Regulations.

Mr. Deepak Seth, Non-executive Director is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. Your Board recommends his appointment.

The Notice of ensuing Annual General Meeting includes a proposal seeking Members approval by way of Special Resolution for reappointment of Dr. Ashutosh Prabhudas Bhupatkar, Mr. Ashok Kumar Sanghi and Mr. Ashok Kumar Chhabra, as Independent Directors for period of five (5) years from expiry of their current term on 31^st March, 2019. Your Company has received a notice from a Member proposing such re-appointment of Dr. Ashutosh

Prabhudas Bhupatkar, Mr. Ashok Kumar Sanghi and Mr. Ashok Kumar Chhabra as Independent Directors for second term of five (5) consecutive years and based on performance evaluation process and consent received from Dr. Ashutosh Prabhudas Bhupatkar, Mr. Ashok Kumar Sanghi and Mr. Ashok Kumar Chhabra that they meet the criteria of independence, your Board recommends their re-appointment as Independent Directors for the second term of five (5) consecutive years upon expiry of current term on 31^st March, 2019.

Details of Directors proposed for re-appointment at the ensuing Annual General Meeting is provided in Annexure -1 to the Notice convening 7^th Annual General Meeting.

AUDITORS Statutory Auditors

At the 3^rd Annual general Meeting held on 26^th September, 2014, the Shareholders have approved the appointment of M/s S. R. Dinodia & Co. LLP, Chartered Accountants, (Regn. No. 001478N/ N500005), New Delhi, as Statutory Auditors of the Company until the conclusion of 8^th Annual General Meeting to be held in the year 2019 subject to ratification by the shareholders every year.

Pursuant to recent amendment to Section 139 of the Companies Act, 2013 effective from 7^th May, 2018, ratification by Shareholders every year for the appointment of Statutory Auditors is no longer required and accordingly the Notice of the 7^th Annual General Meeting does not include the proposal for seeking Shareholders approval for ratification of Statutory Auditors appointment. The Company has received certificate of eligibility from M/s S. R. Dinodia & Co. LLP, in accordance with the provisions of the Companies Act, 2013 and rules made thereunder and a confirmation that they continue to hold valid peer review certificate as required under Listing Regulations.

The Auditors’ Report for financial year 2017-18 does not contain any qualification, reservation or adverse remark or disclaimer. The Auditors’ Report is enclosed with the financial statements in this Annual Report.

Secretarial Auditor

The Board has appointed Mr. R. Hariprasad Reddy, Practicing Company Secretary (Membership No. FCS 8477), proprietor of M/s. RHR & Associates, to conduct Secretarial Audit of the Company for the financial year 2017-18, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer. The Secretarial Audit Report for the Financial Year 2017-18 is annexed as ‘Annexure-II’ to this Report.

COMPLIANCE CERTIFICATE ON CORPORATE GOVERNANCE

As required by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the auditors’ certificate on corporate governance is annexed as ‘Annexure-III’ to this Report.

INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

Your Company’s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. Internal controls are reviewed periodically by the internal auditor and report significant audit observations, if any, and follow up actions, if any, to the Audit Committee. The Audit Committee reviews the adequacy and effectiveness of internal control systems commensurate with the nature of the business.

RISK MANAGEMENT

Your Company has taken necessary steps for risk management including identifying risk which may threaten the existence/ operations of the Company.

CORPORATE GOVERNANCE AND POLICIES

In order to maximize shareholders value on a sustained basis, your company is strictly complying with the requirements of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and applicable provisions of Companies Act, 2013 and Secretarial Standards issued by the Institute of Company Secretaries of India.

In terms of Schedule V of Listing Regulations, a detailed report on Corporate Governance along with Compliance Certificate issued by the Statutory Auditors of the Company is annexed and forms an integral part of this Annual Report.

In Compliance with requirement of the Companies Act, 2013 and Listing Regulations, your Board has approved various policies including Code of Conduct of Directors and Senior Management, Related Party Transaction Policy, Material Subsidiary Policy, Code of Practices and Procedure for Fair Disclosures, Policies for Determination of Materiality of Events, Policy for Preservation of documents and Archival, Nomination and Remuneration Policy and Vigil Mechanism Policy. These policies and codes along with the Directors Familiarization Program and terms and conditions for appointment of Independent Directors have been uploaded on Companies website and same can be viewed on www.pdsmultinational.com under investor relations.

COST AUDIT

Maintaining cost records as specified by the Central Government under section 148 (1) of the Companies Act, 2013 is not applicable to your Company.

CORPORATE SOCIAL RESPONSIBILITY

Your Company does not fulfil any of the below criteria laid down under the Companies Act, 2013, during the immediately preceding financial year, for Constitution of Corporate Social Responsibility (CSR) Committee:

- Net worth of Rs. 500 Crores or more

- Turnover of Rs. 1000 Crores or more

- Net profit of Rs. 5 Crores or more

Hence, the Constitution of CSR Committee and amount required to be spent under CSR is not applicable to your company for financial year 2017-18.

PREVENTION OF SEXUAL HARASSMENT POLICY

Your Company is committed to provide safe and conducive working environment to all its employees and has zero tolerance for sexual harassment at workplace. In line with requirements of Sexual harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules thereunder, your company has adopted a policy on prevention, prohibition and redressal of Sexual harassment at workplace and has constituted Internal Complaint Committee supervising various locations to redress complaints regarding sexual harassment.

During the Financial Year 2017-18, the Company has not received any complaints of alleged sexual harassment.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Companies Act, 2013 and applicable Indian Accounting Standards (‘Ind-AS’), the audited consolidated financial statement is provided in the Annual Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review, companies listed below have become or ceased to be Company’s subsidiaries, joint ventures or associate companies.

Companies which have become Subsidiaries, Joint Ventures or Associates during the financial year 2017-18.

1. PDS Far East USA Inc

2. Smart Notch Industrial Limited

3. Fabric & Trims Limited

4. Sourcing East West Limited

5. Parc Designs Pvt Ltd

No Companies have ceased to be subsidiaries during the financial year 2017-18.

A statement containing the salient features of the financial statement of our subsidiaries, associates and joint venture companies as per the Companies Act, 2013 in the prescribed Form AOC-1 is annexed as ‘Annexure-IV’ to this report.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on website www.pdsmultinational.com

The Policy of determining material subsidiaries as approved may be accessed on the Company’s website at http:// www.pdsmultinational.com/code-conduct/

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans, guarantees and investments made by the Company as required under Section 186(4) of the Companies Act, 2013 and the Listing Regulations are contained in Note No. 9 of Standalone Financial Statements.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

There were no material changes and commitments affecting Financial Position between the end of the financial year and Date of the Report.

EXTRACTS OF ANNUAL RETURN

The extract of Annual Return in Form MGT-9 as required under Section 92(3) of the Companies Act, 2013 read with Companies

(Management & Administration) Rules, 2014 is annexed as ‘Annexure-V’ to this Report and copy of such annual return is placed at www.pdsmultinational.com.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were at arm’s length basis, in ordinary course of business and in compliance with applicable provisions of the Companies Act, 2013 and Listing Regulations.

Particulars of Contracts or Arrangements with Related Parties referred to in Section 188(1) of the Companies Act, 2013 in the prescribed Form AOC-2 is annexed as ‘Annexure-VI’ to this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as ‘Annexure-VII’ to this Report.

DISCLOSURE OF REMUNERATION UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 (i) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year 2017-18:

Except the remuneration paid to Managing Director and sitting fees paid to the Independent Directors, none of the other directors drawing remuneration from the Company.

The ratio of the remuneration of Mrs. Payel Seth, Managing Director to the median remuneration of the employees is 5.14:1

(ii) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the Financial Year 2017-18 are as under:

('' in Lacs)

Sl. No.	Name of Director/KMP and Designation	Remuneration for FY 2017-18	% Increase in remuneration in 2017-18
1.	Mrs. Payel Seth - Managing Director	36.00	0.00
2.	Mr. Omprakash Makam S. Setty - Chief Financial Officer	81.91	0.00
3.	Mr. B. Chandra Sekhara Reddy - Company Secretary	44.55	10%

(iii) The percentage increase in the median remuneration of employees of the Company for the Financial Year 2017-18.

The median remuneration of the employees in the Financial Year 2017-18 was increased by 5.71% as compared to the Financial Year 2016-17.

(iv) The number of permanent employees on the rolls of company as on 31^st March, 2018.

There were 68 permanent employees on the rolls of the Company as on 31^st March, 2018.

(v) The average percentile increase already made in the salaries of employees other than the managerial personnel in the last Financial Year i.e. 2017-18 and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.

The average percentile increase in the Salaries of employees excluding the managerial personnel for Financial Year 201718 was 10%.

The average percentile increase in the remuneration of managerial personnel in the last financial year was 0.00%.

Note: There is no increase in the remuneration of managerial personnel.

(vi) Particulars of employees posted and working in a country outside India, not being directors or their relatives, drawing more than sixty lakh rupees per financial year or five lakh rupees per month.

None of the employees posted and working outside India, not being directors and their relatives, drawing more than sixty lakh rupees per year or five lakh rupees per month.

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) of the Companies Act, 2013 is annexed as ‘Annexure-VIII’ to this report.

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.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

At present, your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

REGISTRAR AND SHARE TRANSFER AGENT

Link In time India Pvt. Ltd is Company’s Registrars and Share Transfer Agent (RTA) as common agency both for physical and demat shares, as required under Securities Contract (Regulation) Act, 1956. The contact detail of RTA forms part of the Corporate Governance Report.

GREEN INITIATIVES

Your Company started a sustainability initiative with the aim of going green and minimizing our impact on the environment. We are publishing only the statutory disclosures in the print version of Annual Report. Additional information is available on our website, www.pdsmultinational.com.

Electronic copies of the Annual Report 2017-18 along with Notice of the 7^th Annual General Meeting are sent to all members whose email addresses are registered with the Company/RTA/Depository Participant(s). For members who have not registered their email addresses, physical copies of Annual Report 2017-18 and Notice of 7^th Annual General Meeting are sent in the permitted mode. Members requiring physical copies can send a request to the Company.

ACKNOWLEDGEMENT

The Directors of your Company are thankful to Bankers, Business Associates, Customers, Members; Government Bodies & Regulators for the continuous support received from them and place on record the employees appreciation for the sincere services rendered by them at all level.

For and on behalf of the Board

PDS MULTINATIONAL FASHIONS LIMITED

(DEEPAK SETH) (PAYEL SETH)

DIRECTOR MANAGING DIRECTOR

DIN:00003021 DIN:00003035

Place: Gurugram

Date: 09^th August, 2018

---

Mar 31, 2015

The Directors are pleased to present the 4th Annual Report and Audited Financial Statements for the year ended 31st March 2015, together with the Auditors' Report thereon.

Financial Summary

(Rs. in lacs)

Consolidated Standalone

Particulars 2014-15 2013-14 2014-15 2013-14

Income from operations 3872.35 3687.05 6.93 5.12

Other Income 13.64 61.02 0.10 -

Profit before Tax 33.95 26.58 (2.01) (1.38)

Provision for Tax 5.41 2.81 0.17 0.42

Minority Interest (6.75) (5.40) - -

Profit After Tax 21.79 18.37 (1.84) (0.95)

Financial Performance and State of the Company's Affairs

Consolidated

On Consolidated basis, the Total Revenue was maintained at Rs. 3885.99 Crore as against Rs. 3748.07 Crore in Financial Year 2013-14.

The Profit after Tax in Financial Year 2014-15 was higher at Rs.. 21.79 crore as compared to Rs. 18.37 Crore last year

Standalone

On Standalone basis, the Total Revenue stood Rs. 7.03 Crore in Financial Year 2014-15, as against Rs. 5.12 Crores in Financial Year 2013-14.

Details of State of the Company's Affairs are given in the Management Discussion and Analysis, forms an integral part of this report.

Dividend & Reserves

Your Directors did not recommend any dividend for the financial year 2014-15 and not proposed to carry any amounts to reserves.

Change in the Nature of the Business

During the year under review, there was no change in the nature of the business of your Company

Change in Share Capital

During the Financial Year 2014-15, the Authorized Share Capital has been increased from Rs. 50,00,000 to Rs. 27,00,00,000 and Paid Up Share Capital of the Company has been increased from Rs. 5,00,000 to Rs, 26,04,67,240, pursuant to allotment of 2,59,96,724 Equity Shares of Rs. 10/- each under the Scheme of Demerger approved by the Hon'ble High Court of Delhi.

Deposits

Your Company has not accepted any deposits from the Public or Shareholders during the year, nor has any unclaimed or unpaid deposits at the end of the financial year 2014-15.

Number of Meetings of the Board

The Board met five times during the financial year, the details of which are given in the Corporate Governance report that forms part of this Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 and Listing Agreement.

Directors' Responsibility Statement

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, your Directors state that:

a) in the preparation of the annual accounts for the financial year ended 31st March 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 31st March, 2015 and of the 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 Companies Act, 2013 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.

Declaration from Independent Directors

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Policy on Directors' Appointment and Remuneration (Sec 178(4))

The Company had already constituted Nomination and Remuneration Committee as required under Sub-Section (1) of Section 178 of the Companies Act, 2013 comprising three Independent Directors Mr. Ashok Kumar Sanghi, Chairman, Mr. Ashok Kumar Chhabra and Dr. A P Bhupatkar, Members of the Committee.

The Company has also formulated a Policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178 (3) of the Companies Act, 2013 and the same is annexed as Annexure-I with this report.

Board Evaluation

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 and Clause 49 of the Listing Agreement states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The evaluation of all the directors and the Board as a whole was conducted by the Board based on the criteria and framework generally followed in the industry.

None of the Independent Directors are due for re-appointment.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment:

The Board appointed Mr. Ashok Kumar Sanghi, Mr. Ashok Kumar Chhabra and Dr. Ashutosh Prabhudas Bhupatkar as Independent Directors with effect from 26th May, 2014 and Mrs. Payel Seth as Managing Director with effect from 1st June, 2014. We thanks to the Shareholders for their support in confirming their appointment at the Annual General Meeting held on 26th September, 2014.

The Board appointed Mr. Omprakash Makam Suryanarayan Setty as Chief Financial Officer and Mr. Mukesh Kumar as Company Secretary and Compliance Officer with effect from 26th May, 2014.

The Board appointed Mr. Chandra Kishore Jha as Company Secretary and Compliance Officer with effect from 27th January, 2015 in place of Mr. Mukesh Kumar, who resigned as Company Secretary with effect from 27th January, 2015.

Re-appointment:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of your Company, Mr. Pallak Seth, Directors and Vice-Chairman would retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

Auditors

In terms of Section 139 of the Companies Act, 2013, M/s S. R. Dinodia& Co. LLP, Chartered Accountants, (Regn. No. 001478N/N500005), New Delhi, were appointed by the Members in its 3rd Annual General Meeting held on 26th September, 2014 as Statutory Auditors of the Company for a period of five years. A Resolution for ratification of their appointment as Statutory Auditors is proposed in the Notice calling the Annual General Meeting.

Secretarial Auditor

The Board has appointed Mr. Deepak Somaiya, Practicing Company Secretary, proprietor of M/s. Deepak Somaiya & Co., Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year 2014-15 is annexed herewith as Annexure-II

Explanations or comments on every qualification, reservation or adverse remark or disclaimer:

i. Required explanations or comments on ever y qualification, reservation or adverse remark or disclaimer, if any, made by the Auditors in their report are provided in the financials and notes to accounts.

ii. Secretarial Audit Report made by Deepak Somaiya& Co do not contain any qualification, reservation or adverse remark or disclaimer and hence no explanations or comments by the Board is required to be disclosed.

Internal Auditor

The Board has appointed M/s. Aneja Associates, Chartered Accountants having firm registration number 100404W, as Internal Auditor for the financial year 2014-15.

Internal Financial Controls

Your Company has in place adequate internal financial controls with reference to financial statements and such internal financial controls are adequate and are operating effectively.

RISK MANAGEMENT

Your Company has taken necessary steps for risk management including identifying risk which may threaten the existence/operations of the Company.

Corporate Governance

The Company is committed to maintain the highest standard of corporate governance and adhere to the corporate governance requirements set out by SEBI. The report on corporate governance as stipulated under the Listing Agreement forms and integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

Management Discussion and Analysis

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of Listing Agreement with the Stock Exchange in India, is presented in a separate section under the head "Management Discussion and Analysis" forming part of this Report.

Audit Committee

The Audit Committee comprises two Independent Directors, namely Dr. A P Bhupatkar, Chairman, Mr. Ashok Kumar Sanghi, Member and one non-executive Director, Mr. Deepak Seth, as Member of the Committee. All the recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism

The Company has set up a Vigil Mechanism, which also incorporates a whistle blower policy in terms of the Listing Agreement. Protected disclosures can be made by whistle blower through an e-mail, or dedicated telephone no. or a letter through 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 www.pdsmultinational.com.

During the year under review, no protected disclosure were made to the Company

Corporate Social Responsibility

The provisions of Section 135 of the Companies Act, 2013 are not applicable to your Company.

Consolidated Financial Statement

In accordance with the Companies Act, 2013 and applicable Accounting Standards (AS), the audited consolidated financial statement is provided in the Annual Report.

Subsidiaries, Joint Ventures and Associate Companies

During the year under review, companies listed below have become or ceased to be Company's subsidiaries, joint ventures or associate companies.

Companies which have become Subsidiaries during the financial year 2014-15

1. Techno Design GmbH

2. Poetic Brands Limited

Companies which ceased to be subsidiaries during the financial year 2014-15

1. Propur Investment Limited

There is no change in status of Associate Company and Joint Venture

A statement containing the salient features of the financial statement of our subsidiaries, associates and joint venture companies as per the Companies Act, 2013 in the prescribed Form AOC-1 is appended as Annexure-III to this Report.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on our website www.pdsmultinational.com

The Policy of determining material subsidiaries as approved may be accessed on the Company's website at http://www.pdsmultinational.com/code-conduct/

Particulars of Loans, Guarantees and Investments

During the year under review, your Company neither gave any Loans, guarantees nor made investments which are covered under Section 186 of the Companies Act, 2013

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT.- There were no Material Changes and Commitments affecting Financial Position between the end of the financial year and Date of the Report.

Extracts of Annual Return

Extract of Annual Return of the Company is annexed herewith as Annexure-IV to this Report.

Particulars of Contracts or Arrangements with Related Parties

Particulars of Contracts or Arrangements with Related Parties referred to in Section 188(1) of the Companies Act, 2013 in the prescribed Form AOC-2 is annexed as Annexure-V to this report.

Particulars of Employees and Related Disclosures

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure- VI to this report.

A Statement containing the names of every employee employed throughout the financial year and in receipt of remuneration of R. 60 lakh or more, or employed for part of the year and in receipt of Rs. 5 lakh or more a month, under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in enclosed as Annexure-VII to this report.

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 to this report.

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.

Listing

The equity shares of your Company is listed and traded w.e.f 21st October, 2014 on the National Stock Exchange of India Limited and BSE Limited under the Scheme of Demerger approved by the Hon'ble High Court of Delhi on 10th March, 2014.

The listing fees to the Stock Exchanges for the year 2015-16 have been paid.

Report On Sexual Harassment

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. There were no complaints received during the financial year 2014-15.

Green Initiatives

Your Company started a sustainability initiative with the aim of going green and minimizing our impact on the environment. We are publishing only the statutory disclosures in the print version of Annual Report. Additional information is available on our website, www.pdsmultinational.com .

Electronic copies of the Annual Report 2014-15 along with Notice of the 4th Annual General Meeting are sent to all members whose email addresses are registered with the Company/ RTA/Depository Participant(s). For members who have not registered their email addresses, physical copies of Annual Report 2014-15 and Notice of 4th Annual General Meeting are sent in the permitted mode. Members requiring physical copies can send a request to the Company.

Acknowledgement

The Directors of your Company are thankful to Bankers, Business Associates, Customers, Members, Government Bodies & Regulators for the continuous support received from them and place on record their appreciation for the sincere services rendered by the employees at all level.



By order of the Board of Directors

for PDS Multinational Fashions Limited



(DEEPAK SETH) (PAYEL SETH)

Chairman Managing Director

DIN No.00003021 DIN No.00003035

Place: Gurgaon

Date : August 14, 2015

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Mar 31, 2014

To the Members,

The Directors are pleased to present the 25th Annual Report and Audited Accounts for the year ended 31st March 2014, together with the Auditors'' Report thereon.

WORKING RESULTS OF THE COMPANY (CONSOLIDATED)

During the year under review, the consolidated Income of your Company is Rs.4,698.95 crore against previous year Rs. 3,820.24 crore.

(Rs. in Crore) Particulars 2013-14 2012-13

Income from operations 4,698.95 3,820.24

Other Income 65.28 30.49

Profit before Tax 50.76 48.54

Provision for Tax 06.70 18.21

Provision for Bad debt 0.38 0.50

Profit After Tax 44.06 30.33

EPS (in Rs.) 17.84 10.98

Transfer to General Reserves - -

WORKING RESULTS OF THE COMPANY (STANDALONE)

(Rs. in Crore) Particulars 2013-14 2012-13

Income from operations 663.44 557.69

Other Income 22.04 14.29

Profit before Tax 15.47 4.03

Provision for Tax 0.75 0.14

Provision for Bad debt 0.38 0.50

Profit After Tax 14.72 3.89

Transfer to General Reserves - -

BUSINESS AND OPERATIONS

The garment exports from India for the Financial Year 2013-14 has increased by 15.5 percent over the same period of previous fiscal and reached to USD 14.94 billion, despite the shrinking of traditional markets and uncertain global economic scenario. In the first half of this financial year, India exported apparel worth $7.9 billion, a rise of 13 per cent over the year-ago period. India''s apparel exports are rising, partially because the country is able to penetrate into the markets of neighboring China and Bangladesh. Exports from India have also been aided by the falling rupee. Currently, China is facing high labour costs and rising currency, and this is working in India''s favor. The estimates for 2014-15 are USD 20 billion.

Garment Industry has huge potential to shift the additional unutilized labor out of agriculture and lift the large population above the empowerment line. To jumpstart job creation, India will need to improve its business and investment climate especially the labor incentive sector like the garment Industry.

Your company, due to its long established presence and commitment to deliver, has been able to achieve consistent growth on year to year with challenging global conditions.

The growth was evident with proactive business approach to adapt to the changes swiftly and respond positively in varying customer perception while resorting to production efficiency, value addition and cost optimization.

The year ahead continues to be challenging with a cautious optimism for growth projections. Your company is fully equipped to forge ahead on the growth path with a focused attention towards its customer deliverables, product development and the value perceptions attained through strong supply chain arrangements, innovative product designs and creations, production and sourcing efficiency, constant compliances adherence (in-house and outsourced), economy of scale and cost effectiveness.

Consolidated total revenue of the company is Rs. 4,764 crore, up by Rs.913 crore representing more than 24% in financial year 2013-14 as compared to Rs. 3,846 crore during the previous year. The consolidated Profit after Ta x of the company is Rs. 44.06 crore compared to profit of Rs.30.33 crore during the previous year. The above consolidated results (Profit after Tax) increased by an extra-ordinary item of Rs. 14.85 crore.

Your company expects that the new business initiatives with focused approach will start yielding increased consolidated revenue and improved consolidated profit in the year ahead.

SCHME OF ARRANGEMENT

The Hon''ble High Court of Delhi has vide its order dated 10th March, 2014, sanctioned the Scheme of Arrangement between the Company and PDS Multinational Fashions Limited (PDS) whereby the Demerged undertaking of the company stand demerged / hived off and merged with PDS. The Scheme has become effective with effect from May, 2014, upon filing of the Court order with Registrar of Companies, NCT of Delhi and Haryana. With this, the Sourcing, Distribution and Marketing business of the company stand divested into PDS together with investment of the company in its wholly owned subsidiary, Multinational Textile Group Limited.

CORPORATE SOCIAL RESPONSIBILITY

The company has been taking up and fulfilling its fundamental responsibility towards society. Little People Educational Society, set up by the Promoter group has been imparting employment oriented higher education. ARPAN and SOHAM are helping underprivileged children, studying in 1st to 5th level financially and also supporting the school system.

The company is formulating a formal Corporate Social Responsibilities (CSR) Policy keeping in tune with its overall business policy and goals.

DIVIDEND

The Directors recommend dividend Rs. 2/- Per Equity Share for the year 2013-14.

DIRECTORS

Mr. Pallak Seth and Dr. A. P. Bhupatkar, Directors have resigned from the Board of your company w.e.f. 12th May, 2014. Your Board of Directors places on record its appreciation to their contributions during their tenure.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of your Company, Mrs. Shefali Seth and Mr. Vinod Vaish, Whole Time Directors would retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

In terms of applicable provisions of Companies Act, 2013 and Rules made thereunder, Mr. S. B. Mohapatra, Mr. Chittranjan Dua, Mr. Rajendra K. Aneja and Mr. Anil Nayar, Independent Directors of your company will be appointed as Independent Directors for a tenure of Five years in the ensuing Annual General Meeting.

DIRECTORS'' IDENTIFICATION NUMBER (DIN)

The following are the Directors Identification Number (DIN) of your Directors:

Mr. Deepak Seth - 00003021 Mr. Chittranjan Dua - 00036080

Mr. Pulkit Seth - 00003044 Mr. Samar Ballav Mohapatra - 00327410

Mrs.Shefali Seth - 01388430 Mr. Rajendra Kumar Aneja - 00731956

Mr. Anil Nayar - 01390190 Mr. Vinod Vaish - 01945795

SUBSIDIARY COMPANIES

In line with the requirements of Accounting Standards AS - 21 issued by the Institute of Chartered Accountants of India, consolidated financial statements presented by the Company include the financial information of its Subsidiaries. As required under Section 212 of the Companies Act, 1956, the statement in respect of the Subsidiary companies is annexed herewith and forms an integral part of this Annual Report.

AUDITORS

The Auditors, M/s S. R. Dinodia & Co., LLP, Chartered Accountants, (Regn. No. 001478N/ N500005), New Delhi, retires at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

FIXED DEPOSITS

Your Company has not accepted any Fixed Deposits from Public or Shareholders.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

i) That in the preparation of the accounts for the financial year ended 31st March 2014, the applicable accounting standards issued by the Institute of Chartered Accountants of India have been followed. There are no material departures from prescribed accounting standards in the adoption of the accounting standards.

ii) That the Directors have adopted such accounting policies and applied them consistently and made judgments and estimates that were 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 and of the profit or loss of the Company for the year under review.

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the accounts for the financial year ended 31st March 2014 as a ''going concern'' and on accrual basis.

LISTING

The shares of your Company are listed at Bombay Stock Exchange Limited, Mumbai and National Stock Exchange of India Limited, Mumbai. The listing fees to the Stock Exchanges for the year 2013-14 have been paid.

REGISTRAR AND SHARE TRANSFER AGENT

Link Intime India Pvt. Ltd has been appointed as Registrars and Share Transfer Agent (RTA) as common agency both for physical and demat shares, as required under Securities Contract (Regulation) Act, 1956. The detail of RTA forms part of the Corporate Governance Report.

CORPORATE GOVERNANCE

Report on Corporate Governance along with the certificate of the Auditors, confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, forms part of the Annual report.

CORPORATE GOVERNANCE VOLUNTARY GUIDELINES 2009

The company is in the process of considering adoption of Corporate Governance Voluntary Guidelines, 2009 (the Guidelines) and formulating relevant policies/codes.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of operations, performance and future outlook of the Company is given separately under the head "Management Discussion and Analysis".

NOTES TO ACCOUNTS

The observations of the Auditors, if any, have been adequately explained in Notes to Accounts and need no further clarification.

PARTICULARS OF EMPLOYEES

Particulars of employees required under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is nil.

PARTICULARS W.R.T. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pursuant to Section 217(1)(e) of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 relating to ''Energy Conservation'', ''Technology Absorption'' and Foreign Exchange earnings and outgo are provided in Annexure 1.

ACKNOWLEDGEMENT

The Directors of your Company are thankful to Bankers, Business Associates, Customers, Members, Government Bodies & Regulators for the continuous support received from them and place on record their appreciation for the sincere services rendered by the employees at all level.

For and on behalf of the Board for PEARL GLOBAL INDUSTRIES LIMITED

(VINOD VAISH) (PULKIT SETH) WHOLE-TIME DIRECTOR MANAGING DIRECTOR DIN 01945795 DIN 00003044

Place : Gurgaon Date : 26th May, 2014

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Mar 31, 2013

To the Shareholders,

The Directors of your Company present the Second Annual Report and Audited Accounts for the year ended 31st March, 2013, together with the Auditors'' Report thereon.

FINANCIALS ( Rs. in Lacs)

PARTICULARS 2012 - 2013 2011 - 2012

Revenue from operations 183.90 -

Profit before Tax 15.88 -

Provision for Tax 4.62 -

Profit (Loss) after Tax 11.26 -

Transfer to General Reserve - -

DIVIDEND

Directors of your Company have not recommended any dividend for the year under report. DIRECTORS

The Board of Directors, in its meeting held on 25th September, 2012, appointed Mr. Pulkit Seth, Mr. A.K.G. Nair and Mr. Omprakash S Makam as Additional Directors of your Company In accordance with the provisions of the Companies Act, 1956, and the Articles of Association of your Company, Mrs. Payel Seth and Mr. Pallak Seth, would retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Company has also received notices for re-appointment of Mr. Pulkit Seth, Mr. A.K.G. Nair and Mr. Omprakash S Makam as Directors of the Company. Necessary resolutions for their re-appointment are included in the notice convening Annual General Meeting.

DIRECTORS IDENTIFICATION NUMBER (DIN)

The following are the Directors Identification Number (DIN) of your Directors.

Mr. Deepak Seth - 00003021 Mr. Pulkit Seth - 00003044

Mrs. Payel Seth - 00003035 Mr. A.K.G. Nair - 00011177

Mr. Pallak Seth - 00003040 Mr. Omprakash S Makam - 01908522

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

i) That in the preparation of the accounts for the financial year ended 31st March 2013, the applicable accounting standards issued by the Institute of Chartered Accountants of India have been followed. There are no material departures from prescribed accounting standards in the adoption of the accounting standards.

ii) That the Directors have adopted such accounting policies and applied them consistently and made judgments and estimates that were 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 and of the profit or loss of the company for the year under review.

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the accounts for the financial year ended 31st March 2013 as a "going concern" and on accrual basis.

AUDITORS

The Auditors of your Company, M/s S. R. Dinodia & Co., Chartered Accountants (Regn. No. 001478N), New Delhi, will retire at the conclusion of the ensuing first Annual General Meeting and being eligible, offer themselves for re-appointment.

AUDITORS'' REPORT

The notes to Accounts referred to in the Auditor''s Report are self explanatory and therefore do not call for any further explanation.

FIXED DEPOSITS

Your Company has not accepted any Fixed Deposits from Public or Shareholders.

NOTES TO ACCOUNTS

The observations of the Auditors, if any, have been adequately explained in Notes to Accounts and need no further clarification.

PARTICULARS OF EMPLOYEES

The information required in terms of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is NIL.

STATUTORY DISCLOSURES

Details of Conservation of Energy and Technology Absorption

Information pursuant to Section 217 (1)(e) of the Companies Act, 1956, read with Rule 2 of the

Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 relating to "Energy Conservation" and "Technology Absorption" are not applicable as the Company does not have any manufacturing activity.

Foreign Exchange Earnings and Outgo

1. Activities relating to export; initiative taken to increase exports; development of new export markets; and export plans.

The Company is finalizing its plans of garments sourcing and exports to the various countries.

2. Total Foreign Exchange used and earned.

Foreign Exchange Earnings (Amount in Rs.)

Particulars 2012-13 2011 - 12

Sale of Service 18,390,085 NIL Total 18,390,085 NIL

Foreign Exchange outgo-NIL ACKNOWLEDGEMENT

The Directors of your Company are thankful to Bankers and Business Associates for the continuous support received from them and place on record their appreciation for the sincere services rendered by the employees at all level.

for and On Behalf of the Board for PDS MULTINATIONAL FASHIONS LIMBED

(PULKn SETH) (OM PRAKASH S MAKAM) Place: New Delhi DIRECTOR DIRECTOR

Date: 30 May, 2013 DIN: 00003044 DIN: 01908522