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PDS LTD.

01 November 2024 | 12:00

Industry >> Services - Others

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ISIN No INE111Q01021 BSE Code / NSE Code 538730 / PDSL Book Value (Rs.) 82.90 Face Value 2.00
Bookclosure 26/07/2024 52Week High 666 EPS 10.23 P/E 55.07
Market Cap. 7942.59 Cr. 52Week Low 395 P/BV / Div Yield (%) 6.80 / 0.84 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2024-03 

The Board of Directors ("Board”) of your Company are pleased to present the 13th 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 10th 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 10th 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 10th 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, 10th 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 10th 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 8th AGM held on November 13, 2019 for a tenure of 5 (five) years, to hold office from the conclusion of the 8th AGM till the conclusion of the 13th 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 18th 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 13th 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.