pds multinational fashions ltd Directors report

Dear Members,

PDS Limited

Formerly PDS Multinational Fashions Limited ( )

The Directors of your Company are pleased to present the 12th 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)

	Consolidated		Standalone
Particulars	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	35,643.53	31,065.66	9,324.78	7,016.28
Taxes
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 (Rs.)
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.

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 10th 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 10th 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 10th 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 Thousand Two 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.

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 organizations 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, 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.

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.

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 Seths 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

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 Srinivass 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 Companys 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 Companys 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,

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 Companys 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 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 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.

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 Auditors 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 8th AGM held on November 13, 2019 to hold office from the conclusion of the 8th AGM till the conclusion of the 13th 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 Auditors 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 Companys CSR Policy is available on the website of the Company at https:// pdsltd.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 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_ governance/#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 arms 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.

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.

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 Companys 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_ governance/#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

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.

CHANGE OF REGISTERED OFFICE OF THE COMPANY

During the year under review, your Company has shifted its Registered Office from 758 & 759, 2nd Floor, 19th 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys consistent growth was made possible by their hard work, solidarity, cooperation and support.