PDS Ltd

Dear Shareholders,

PDS Limited

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

FINANCIAL HIGHLIGHTS

FINANCIAL PERFORMANCE

Consolidated

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

Standalone

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

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

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

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

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

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

FUND RAISED THROUGH QUALIFIED INSTITUTIONAL PLACEMENT (QIP)

During the financial year, the Company successfully completed its first equity raise since its listing in 2014, raising RS.43,000 lakhs through QIP in August 2024. The net proceeds from the QIP are intended to be deployed towards the repayment or prepayment, in full or in part, of certain borrowings by the Company and/or its subsidiaries, as well as for potential strategic unidentified acquisitions, other inorganic growth initiatives, and general corporate purposes.

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

AWARDS & RECOGNITION

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

INVESTOR RELATIONS

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

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

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

DIVIDEND AND RESERVES

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

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

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

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

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

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

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

Dividend Distribution Policy

Pursuant to Regulation 43A of the SEBI (Listing Obligations

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

DEPOSITS

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

EMPLOYEE STOCK OPTION PLAN

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

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

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

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

(d) PDS Limited – Phantom Stock Units Plan 2021 ("PDS Phantom 2021")

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

At the 13^th AGM held on July 26, 2024, shareholders approved an increase in the loan amount to the PDS ESOP Trust from RS.9,20,00,000 to RS.9,46,68,590. The loan is intended for the subscription and/or purchase of the Company?s equity shares by the PDS ESOP Trust/Trustees, in one or more tranches, within the limits prescribed under the PDS ESOP Plan B 2021 Scheme. The approved loan amount remains within the limits prescribed under the Act.

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

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

PDS INCENTIVE PLAN 2021

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

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

SHARE CAPTIAL

During the financial year, there has been no change in the Authorized Share Capital of the Company, as at March 31, 2025, it remained at RS.50,00,00,000/- divided into 25,00,00,000 Equity Shares of RS.2/- (Rupees Two Only) each.

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

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

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

CREDIT RATING

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

INTERNAL FINANCIAL CONTROL SYSTEMS AND IT?S ADEQUACY

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

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

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

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

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

Compliance Management

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

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

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

SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

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

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

Entities Incorporated/ acquired

Entities Dissolved/ Liquidated / Disposed Off

Entities Merged

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

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

Directors

Non-Executive & Non-Independent Directors

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

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

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

Executive Director

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

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

Independent Directors

During the financial year, Mr. Mungo Park (DIN: 09390792) resigned as Independent Director on October 29, 2024, effective at the close of business hours on March 31, 2025, due to his other pre-occupations and personal commitments. He has also confirmed that there is no material reason for his resignation other than those mentioned above, which was intimated to the Stock Exchanges.

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

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

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

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

Key Managerial Personnel

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

Declaration by Independent Directors

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

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

Board Meetings

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

Compliance with Secretarial Standards

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

Constitution of various Committees

The Board has constituted the following Committees:

Audit Committee

Nomination and Remuneration Committee

Stakeholders? Relationship Committee

Corporate Social Responsibility Committee

Risk Management Committee

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

Policies on the appointment of Directors and their Remuneration

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

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

Policies

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

Annual Evaluation by the Board

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

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

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

Familiarization Programmes

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

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

DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

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

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

e. the proper internal financial controls were in place and that such internal financial controls are adequate and were operating effectively; and f. the system to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

AUDITORS AND AUDITOR?S REPORT

Statutory Auditors and Auditor?s Report

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

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

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

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. SGGS & Associates, Practicing Company Secretaries [ICSI Unique Code: P2021MRS.086900], to undertake the Secretarial Audit of the Company for the financial year under review. The Secretarial Audit Report for the financial year ended March 31, 2025, in the prescribed Form MR - 3 is attached to this Report as Annexure 3. The said Secretarial Audit Report was issued with qualifications and the management response on the same are detailed in the report which are self-explanatory.

Based on the recommendation of the Audit Committee, the Board of Directors, at its Meeting held on May 15, 2025, subject to the approval of the Members of the Company, approved the appointment of M/s. SGGS & Associates ("SGGS"), Practicing Company Secretaries [ICSI Unique Code: P2021MRS.086900], as the Secretarial Auditors of the Company, for a first term of five consecutive years to hold office of the Secretarial Auditor from the financial year 2025-26 to the financial year 2029-30.

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

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

Annual Secretarial Compliance Report

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

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

Cost Auditors

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

Details of fraud reported by the Auditors

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

CORPORATE SOCIAL RESPONSIBILITY

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

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

RISK MANAGEMENT

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

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

Understanding the importance of managing the risk, the Board has constituted a Risk Management Committee, which focuses on risk management including determination of Company?s risk appetite, risk tolerance, regular risk assessments, risk mitigation strategies (risk identification, risk quantification and risk evaluation), etc.

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

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

PARTICULARS OF EMPLOYEES

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

^{RELATED PARTY TRANSACTIONS}

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

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

The Policy is uploaded on the website of the Company at https://pdsltd.com/wp-content/uploads/2022/07/Policy-on-Related-Party-Transanctions.pdf.

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

ANNUAL RETURN

The Annual Return of the Company as on March 31, 2025 in Form MGT 7, in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at https:// pdsltd.com/investors/financial_reports/#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 a separate section, forming part of this Annual Report.

CORPORATE GOVERNANCE

The Company is dedicated in 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, 2025 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, forms part of this Report and is also available on the Company?s website at https://pdsltd.com/investors/ financial_reports/.

VIGIL MECHANISM/ WHISTLEBLOWER POLICY

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 strict confidentiality of whistleblowers while handling their concerns and stipulates non-discriminatory treatment for individuals raising genuine concerns. Moreover, it includes a provision for direct access to the Chairperson of the Audit Committee in emergency cases. The Vigil Mechanism/Whistleblower Policy is publicly accessible on the Company's website at https://pdsltd.com/investors/ corporate_governance/#policies.

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

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

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

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

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

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

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

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

On a standalone basis, the Company?s earnings in foreign exchange during the period under review amounted to RS. 40,834.51 Lakhs for FY 2024-25 against RS.53,685.15 Lakhs for FY 2023-24 as against foreign exchange outgo equivalent to H 38,662.83 Lakhs for FY 2024-25 against RS.45,931.50 Lakhs for FY 2023-24.

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

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

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

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

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

CAUTIONARY STATEMENT

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

GENERAL

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

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

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

ACKNOWLEDGEMENT

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

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