PDS Multinational Fashions Ltd Directors Report.

Dear Members,

PDS Multinational Fashions Limited

The Directors of your Company are pleased to present the 10th Annual Report together with the Annual Audited Standalone and Consolidated Financial Statements for the Financial Year ended March 31, 2021.

FINANCIAL HIGHLIGHTS

(Rs in Lakhs)
Standalone Consolidated
Particulars March 31, 2021 March 31, 2020 March 31, 2021 March 31, 2020
Revenue from Operations 4,611.89 4,112.43 6,21,286.84 6,64,803.92
Other Income 4,208.98 75.14 3,739.54 2,652.37
Total Expenses 4,201.04 3,770.22 6,07,640.09 6,56,355.62
Profit from Operations Before Exceptional Item and Taxes 4,619.83 417.35 17,386.29 11,100.67
Share of loss of associates and joint ventures - - (391.61) (690.14)
Exceptional Item - - - (1,357.02)
Profit Before Tax 4,619.83 417.35 16,994.68 9,053.51
Tax Expense (including deferred taxes) 148.24 149.85 2,152.26 945.86
Profit After Tax 4,471.59 267.50 14,842.42 8,107.65
Other Comprehensive Income/(loss) 17.60 (5.45) 788.13 5264.80
Total Comprehensive income 4,489.19 262.05 15,630.55 13,372.45
Earnings Per Share (Rs) 17.17 1.03 32.37 17.67

OPERATIONAL PERFORMANCE OF THE COMPANY

I. Standalone Financial Performance

The revenue from operations of the Company stood at Rs4,611.89 Lakhs for the year ended March 31, 2021 as against Rs4,112.43 Lakhs in the previous year. The Company reported a Profit After Tax of Rs4,471.59 Lakhs for the Financial Year ended March 31, 2021 as compared to Rs267.50 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, 2021 is Rs6,21,286.84 Lakhs as against Rs6,64,803.92 Lakhs in the previous year. The Consolidated Profit After Tax for the Financial Year ended March 31, 2021 is Rs8,107.65 Lakhs as compared to Rs14,842.42 Lakhs in the previous year, registering an increase of 83.07% 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 Rs15.75 per Share of the Face Value of Rs10/- each for the Financial Year 2020-21. The final dividend on Equity Shares, if approved by the Members at the 10th Annual General Meeting (AGM), would involve a total outgo of Rs4,102.36 Lakhs for the Financial Year 2020-21 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 Friday, July 23, 2021.

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.

As on the date of the Annual Report, the Company has adopted Dividend Distribution Policy as per Regulation 43A of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 [SEBI Listing Regulations]. The said policy can be accessed 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 financial 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 CAPTIAL

During the financial year under review, there has been no change in the Authorised Share Capital of the Company and it remained at Rs27,00,00,000 (Rupees Twenty-Seven Crores) divided into 2,70,00,000 (Two Crores Seventy Lakhs) Equity Shares of Face Value of Rs10/- (Rupees Ten Only) each.

The Issued and Paid-up Capital of the Company remain unchanged at Rs26,04,67,240 (Rupees Twenty-Six Crores Four Lakhs Sixty-Seven Thousand and Two-Forty Only) divided into 2,60,46,724 (Two Crores Sixty Lakhs Forty-Six Thousand Seven Hundred and Twenty-Four) Equity Shares divided into Face Value of Rs10/- (Rupees Ten) each.

However, the Board has recommended for increase in Authorized Share Capital of the Company from present Rs27,00,00,000/- (Rupees Twenty-Seven Crores Only) divided into 2,70,00,000 (Two Crores Seventy Lakhs) Equity Shares of Face Value of Rs10/- (Rupees Ten Only) each to Rs28,00,00,000/- (Rupees Twenty-Eight Crores Only) divided into 2,80,00,000 (Two Crore Eighty Lakhs) Equity Shares of Face Value of Rs10/- (Rupees Ten Only) each, subject to shareholders approval at the forthcoming AGM of the Company and the same shall form part of the Notice to AGM.

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.

EMPLOYEE STOCK OPTION PLAN (ESOP)

During the financial year under review, the Shareholders at their Extra-Ordinary General Meeting had approved an Employee Stock Options Plan, namely, ‘PDS Multinational Fashion Limited - Employee Stock Options Plan 2021 ("PDS ESOP 2021") for the Employees of the Company and its Subsidiary Companies and for granting of stock options or issuing of shares to the aforesaid employees under the PDS ESOP 2021 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 ("NRC Committee") administers the PDS ESOP 2021. There was no change in the PDS ESOP 2021 during the financial year under review. The PDS ESOP 2021 is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 ("SBEB Regulations"). Details of the PDS ESOP 2021 have also been provided in Notes of the Standalone & Consolidated Financial Statement.

As on the date of this Annual Report, the NRC Committee on April 3, 2021, had approved grant of 2,65,782 Stock Options under its PDS ESOP 2021 to Mr. Sanjay Jain, Chief Executive Officer (Key Managerial Personnel) of the Company.

The disclosures as required under Regulation 14 of SBEB Regulations read with SEBI Circular No. CIR/CFD/POLICY CELL/2/2015 dated June 16, 2015, is enclosed herewith to this Annual Report as Annexure 1 hereto and is also available on website of the Company at www.pdsmultinational.com.

A certificate from the Statutory Auditors certifying that PDS ESOP 2021 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 of the Company for inspection by the Members.

PDS INCENTIVE PLAN 2021

During the financial year under review, the Shareholders at their Extra-Ordinary General Meeting held on February 25, 2021, had approved PDS Multinational Fashions Limited – PDS Value Creation Incentive Plan 2021 ("PDS Incentive Plan 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.

As on the date of this Annual Report, on the basis of performance criteria, Mr. Sanjay Jain, Chief Executive Officer of the Company had recommended names of 7 (Seven) Employees of the Company for rewards under PDS Incentive Plan 2021.

The Committee and Board of Directors at their respective meetings held on May 27, 2021, had approved rewards under PDS Incentive Plan 2021 to 7 (Seven) employees based on the recommendation of Mr. Sanjay Jain.

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 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. Ef_cacy 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, 2021, the Company had 82 (Eighty-Two) subsidiaries, 5 (Five) Joint Ventures and 1 (One) Associate Company. During the year under review, the following companies were incorporated, acquired, liquidated or divested:

• Acquisition of 75% stake in Norlanka Brands Private Limited to enter into online/digital business and expand and create opportunities in Indian fashion & apparel business including but not limited to kids wear, inner wear & other categories of lifestyle.

• Acquisition of 53% stake in Dizbi Private Limited to outsource all IT & ITES services of PDS Group Companies to Dizbi Private Limited and to explore to develop innovative products and its services to external clients as well.

• Atterley.com Holdings Limited ceased to be an Associate 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 Act and Regulation 34 of 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 Act read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Mr. Deepak Seth (DIN: 00003021), Non-Executive, Non-Independent Director of the Company retires by rotation at the ensuing AGM and being eligible, offer himself for reappointment. Your Board of Directors 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, Ms. Saraswathy Venkateswaran (DIN: 01778608) was appointed as an Independent Additional Director of the Company with effect from February 14, 2020 by the Board of Directors. Further, Members of the Company at the 9th AGMof the Company held on October 28, 2020 had approved her appointment as a Non-Executive Independent Director, not liable to retire by rotation, for a term of 5 (Five) consecutive years with effect from February 14, 2020.

As on the date of this Annual Report, Mr. Parth Gandhi (DIN: 01658253), on the recommendation of Nomination and Remuneration Committee was appointed as an Additional (Non-Executive & Non-Independent) Director w.e.f. May 27, 2021, to hold the office upto the conclusion of the ensuing AGM. In this regards, the Company had received a notice in writing from a Member under Section 160 of the Act proposing his candidature for the office of Director of the Company. Appropriate resolution(s) seeking Members approval for the same has already been included in the Notice of the 10th AGM.

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. Sanjay Jain was appointed as Chief Executive Officer and Whole Time Key Managerial Personnel of the Company with effect from January 15, 2021, due to resignation of Mr. Omprakash Makam Suryanarayana as Chief Executive Officer of the Company at the close of business hours on January 14, 2021. However, the Board elevated Mr. Omprakash Makam Suryanarayana as Group Chief Operating Officer with effect from January 15, 2021.

Further, Mr. Abhishekh Kanoi (ICSI Membership No. FCS 9530) was appointed as Head of Legal & Company Secretary and Compliance Officer and Whole Time Key Managerial Personnel of the Company w.e.f. January 11, 2021. Mr. B. Chandra Sekhara Reddy (ICSI Membership No. ACS 14609) has resigned as Head – Legal & Company Secretary & Compliance Officer at the close of business hours on January 11, 2021. The Board placed on record its appreciation for the valuable contribution made by Mr. B. Chandra Sekhara Reddy during his tenure with the Company.

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

As on May 27, 2021, Mr. Sanjay Jain, Chief Executive Officer, Mr. Ajai Singh, 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 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, 2021 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, as amended, since Dr. Ashutosh Prabhudas Bhupatkar, Mr. Ashok Kumar Chhabra and Mr. Ashok Kumar Sanghi, Independent Directors of the Company have served as Directors for a period of more than three (3) years on the Board of Listed Companies as on the date of inclusion of their names in the database, they are not required to undertake online pro_ciency self-assessment test conducted by the said Institute. Ms. Saraswathy Venkateswaran , Independent Director, shall undertake the online pro_ciency self-assessment test, as applicable, in accordance with the timeline as per aforesaid Rule.

Board Meetings

During the year under review, 5 (Five) 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 financial year under review, the Board of Directors of the Company has constituted various Committees including the following:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

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

As on the date of this Annual Report, the Board of Directors has constituted Corporate Social Responsibility Committee & Risk Management Committee on May 27, 2021. The details of aforesaid Committees including their respective composition and terms of reference are made available at the website of the Company at www.pdsmultinational.com.

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 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force). 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://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 February 12, 2021, 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 Auditor

Section 139 of the Act and the rules frame thereunder M/s 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 2020-21.

2) Secretarial Auditor

The Secretarial Audit Report for the Financial Year ended March 31, 2021, issued by M/s. RHR & Associates, Practicing Company Secretary, who were appointed as Secretarial Auditors to undertake the Secretarial Audit of the Company for Financial Year 2020-21, 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, 2021 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 2020-21. Therefore, the provisions regarding the 24A of the SEBI Listing Regulations, do not apply to such subsidiaries.

3) Cost Auditors

During the Financial 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 Financial 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 financial year under review, the provisions of Section 135 of the Act relating to the Corporate Social Responsibility are not applicable to your Company.

RISK MANAGEMENT

During the financial year under review, Regulation 21 of the SEBI Listing Regulations are not applicable to your Company.

As on the date of this Annual Report, 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 as on the date of this Annual Report has been entrusted 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.

Further, for details on the Risk Management Framework please refer Page No. 24 of this Annual Report.

PARTICULARS OF EMPLOYEES

In accordance with the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules, are appended to this Annual Report as Annexure 4. The information about Top Ten Employees in terms of remuneration will be available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing AGM. Any Shareholder interested in obtaining such details may write to the Company Secretary of the Company at investors@pdsmultinational.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.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 financial 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 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, 2021 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, 2021 along with the certificate confirming the compliance with regulations of corporate governance under the SEBI Listing Regulations is annexed as Annexure 5 to this Annual report.

BUSINESS RESPONSIBILITY REPORT

As per Regulation 34 of the SEBI Listing Regulations, the Business Responsibility Report is enclosed as Annexure 6 and forms part of this Annual Report and can also be accessed on the Companys website at www.pdsmultinational.com.

WHISTLEBLOWERPOLICY/VIGILMECHANISM

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. The Policy on Vigil Mechanism/ Whistle Blower Mechanism can be accessed through website of the Company viz. www.pdsmultinational.com/code-conduct/.

During the financial 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

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 financial year under review, no complaints were received from any of the employees regarding Sexual Harassment at workplace.

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:

Rs6,587.21 Lakhs for FY 2020-21 as against Rs3,884.18_Lakhs in FY 2019-20

Foreign Exchange Outgo:

Rs903.33 Lakhs for FY 2020-21 as against Rs27.26 Lakhs in FY 2019-20

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

There were no Loans and Guarantees made by your Company under Section 186 of the Act. The details of investments made by the Company under Section 186 of the Act have been provided in Note 8 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.

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 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 Exchanges for FY 2020-21.

MANAGING DIRECTOR (MD) 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. Sanjay Jain, Chief Executive Officer and Mr. Ajai Singh, Chief Financial Officer, for the Financial Year 2020-21 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 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.

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.

By & On Behalf of the Board of Directors
For PDS Multinational Fashions Limited
Deepak Seth Ashutosh Bhupatkar
Place: Bengaluru, India Chairman & Non-Executive Director Independent Director
Date: May 27, 2021 DIN: 00003021 DIN: 00479727