FINANCIAL PERFORMANCE & THE STATE OF
COMPANY AFFAIRS

FINANCIAL PERFORMANCE
Consolidated

The revenue from operations of the Company for the financial
year ended March 31,2026 is '13,11,008.17 Lakhs as against
'12,57,798.85 Lakhs in the previous year. The Consolidated
Profit after Tax for the financial year ended March 31,2026
is '17,762.39 Lakhs as compared to '24,137.48 Lakhs in the
previous year, mainly due to lower margins and increase of
employee cost and other expenses.

standalone

The revenue from operations of the Company stood at
'25,740.74 Lakhs for the financial year ended March 31,2026
as against '45,478.56 Lakhs in the previous year. The
Company reported a Profit after Tax of '3,202.85 Lakhs for
the financial year ended March 31, 2026 as compared to
'7,267.66 Lakhs in the previous year, mainly due to lower
sales and margins and increase of 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 at https://pdsltd.com/investors/financial-
reports/?report group=investor-updates-call-transcripts.

There have been no material changes and commitments
occurred after the close of financial year 2025-26 to the date
of this Report, which may significantly affect the financial
position or the operations of the Company.

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

Change in Registered Office of the Company

A. From the State of Maharashtra to the State of
Haryana:

During the financial year, the Company obtained the
approval from its Shareholders through a postal ballot
dated February 10, 2026, results of which were declared
on March 14, 2026, for shifting its registered office from
the State of Maharashtra to the State of Haryana.

Reason for Change: The Registered Office of the
Company in Mumbai, Maharashtra operates from
leased premises, which is subject to periodic renewals

and associated risks of change in address. In contrast,
the premises available in Gurugram, Haryana, is owned
by the Company, thereby offering greater long-term
stability, cost-efficiency, and enhanced administrative
control, while continuing to maintain high standards of
operational effectiveness and regulatory compliance.
The proposed shift is therefore expected to support
centralized operations and improve coordination
and overall management of the Company's primary
corporate office.

Pursuant the approval of the Shareholders obtained
through postal ballot on March 14, 2026, the Company
has filed an application with the Regional Director
for shifting its Registered Office from the State of
Maharashtra to the State of Haryana. As on date of
this report, the approvals on the said application are
awaited.

B. Temporary Shift of Registered Office within the
Same City and State:

The Board of Directors of PDS Limited has approved,
with effect from May 15, 2026, a temporary relocation
of the Company's registered office within the same
premises and jurisdiction. The registered office has
been shifted from Unit No. 971, Solitaire Corporate
Park, Andheri Ghatkopar Link Road, Andheri East,
Mumbai - 400093, Maharashtra, India to Unit No. 1031¬
1032, Solitaire Corporate Park, Andheri Ghatkopar Link
Road, Andheri East, Mumbai - 400093, Maharashtra,
India. This temporary shift has been necessitated due to
the expiry of the lease term of the existing premises.

AWARDS & RECOGNITION

During the financial year, the Company's Annual Report for
FY 2024-25, titled "Weaving Threads of Trust FY 2024-25",
was conferred with the Gold Award at the 2025 Spotlight
Awards - Global Communications Competition conducted
by the League of American Communications Professionals
LLP, recognising excellence in corporate communications
and annual reporting. The Annual Report also recorded a
significant improvement in its global ranking, advancing
from 74^th position in 2023 to 46^th position, thereby securing
a place among the Top 100 Annual Reports worldwide.

The Company was further honoured with the Gold Award for
World Leadership in Ready-Made Garments (RMG) in India
at the Apparel Export Promotion Council's Export Awards
held in December 2025. The award was received by Dr.
Deepak Kumar Seth, Group Chairman, and Mrs. Payel Seth,
Promoter, from the Hon'ble Vice President of India, Shri C. P.
Radhakrishnan.

In addition, various step-down subsidiaries of the
Company received prestigious industry recognition across
sustainability, brand excellence, and corporate reporting.
Norlanka was conferred with a Merit Award in the Apparel
Industry category at the Presidential Environmental
Awards in October 2025, acknowledging its commitment

to environmental stewardship and sustainable business
practices. Radius Brands was recognized with the Best
Licensed Fashion and Talent Brand Award for its collaboration
with Kelly Hoppen at the Brand & Lifestyle Awards held in
London in May 2025.

INVESTOR RELATIONS

During the year under review, the Company continued to
actively engage with the investor community via open
dialogue through the quarterly earnings call, investor
conferences, one-on-one meetings, group interactions,
and virtual meetings. The Company's senior leadership,
including the Executive Vice Chairman, Group Chief
Executive Officer, Group Chief Financial Officer, and other
members of the leadership team, remained actively involved
in communicating the Company's operating performance,
strategic priorities, capital allocation framework, growth
initiatives, and sustainability agenda to investors community.

These interactions provided stakeholders with deeper insights
into the Company's diversified business model, evolving
growth vectors, profitability improvement initiatives, balance
sheet strengthening efforts, and long-term value creation
strategy, while also enabling management to address
investor queries and gather valuable feedback.

Building on the success of its inaugural Investor Day, the
Company hosted its second Investor Day during the year,
bringing together members of the investment community
to gain insights from the Leadership team on the
Group's strategic roadmap, operational priorities, growth
opportunities across key business verticals, and long-term
aspirations. The event featured presentations by Leadership
team and business leaders, fostering greater transparency
and stakeholder engagement.

The Company remains committed to maintaining the
highest standards of corporate governance, transparency,
and timely disclosure. All material information, investor
presentations, earnings releases, conference call transcripts,
and other relevant communications are made available
on the Company's website, ensuring equitable access to
information for all stakeholders.

DIVIDEND AND RESERVES

During the financial year, the Board at their meeting held
on October 27, 2025, declared an interim dividend of '1.65
(Rupee One and Sixty-Five Paise) per equity share of face
value of '2.00 each (i.e., 82.50%) for the financial year
2025-26. The dividend was disbursed within the statutory
timelines commencing November 7, 2025, resulting in a total
aggregate outflow of '2,332.52 Lakhs.

Based on the Company's performance and overall financial
health of the Company for the financial year ended March
31, 2026, the Board has recommended, for approval of the
Shareholders, a final dividend of '1.65 (Rupee One and Sixty-
Five Paise) per equity share of face value of '2.00 each, i.e.,
82.50%.

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 Friday, July 24, 2026. The said dividend, if
approved by the Shareholders, would involve a cash outflow
of '2,333.80 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,
2025, 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/2025/08/28.-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

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

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

(b) PDS Limited - Employee Stock Option Plan 2021 - Plan
A ("PDS ESOP PLAN A 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 existing Employee Benefits Plans.

Pursuant to the shareholders' approval obtained through
a postal ballot dated February 1 0, 2026 (results of which
were declared on March 14, 2026), the Company made
the following key alterations in the PDS ESOP Plan B 2021
scheme:

• Pool Expansion: The employee stock option pool for
eligible employees of the Company and its subsidiaries
was increased by 2,99,000 options. Consequently, the
total pool grew from 5,06,740 options to 8,05,740
options, with each option convertible into an equivalent
number of equity shares.

• Trust Authorisation and Funding: Consequent
authorisation was granted to the 'PDS Multinational
Fashions ESOP Trust' to execute further secondary
acquisitions of shares. Accordingly, the loan limit
extended to the Trust for these acquisitions was
increased within statutory limits.

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/?governance
type=esop. The disclosure containing 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/ .

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/?governance type=esop.
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,
2026, it remained at '50,00,00,000/- divided into 25,00,00,000
Equity Shares of '2/- (Rupees Two Only) each.

The Issued and Paid-up Share Capital of the Company
increased following the allotment of 1,23,750 equity shares
upon the exercise of an equal number of stock options by
employees of the Company and its subsidiaries.

Details of change in 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
ITS 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 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.

SUBSIDIARY, JOINT VENTURES AND ASSOCIATE
COMPANIES

The Company has several subsidiaries, joint ventures and
associates spread across the globe. As on March 31, 2026,
the Company had 142 subsidiaries, 4 Associates, 4 Joint
Ventures 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 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/wp-content/
uploads/2025/08/13.-Policy-for-determinig-the-Material-
Subsidiary.pdf.

BOARD OF DIRECTORS & KEY MANAGERIAL
PERSONNEL

Directors

Non-Executive & Non-Independent Directors

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.

In accordance with the provisions of the Act and the Articles of
Association of the Company, Ms. Yael Gairola is liable to retire
by rotation at the ensuing 15^th AGM and being eligible, has
offered herself for re-appointment. On the recommendation
of the NRC, the Board of Directors recommends her re¬
appointment as Director, liable to retire by rotation. The said
re-appointment is subject to the approval of members at the
ensuing AGM.

Executive Director

As on the date of this report, Mr. Pallak Seth is the Executive
Vice Chairman of the Company, who is liable to retire by
rotation.

Independent Directors

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

During the financial year, Ms. Sandra Campos (DIN:
10390929), Independent Director of the Company,
completed her first term of two years on November 27, 2025.
Pursuant to the provisions of the Companies Act, 2013 and
applicable regulations, she was re-appointed for a second
consecutive term of two years, commencing from November
28, 2025, to November 27, 2027 (both days inclusive). The
re-appointment was duly approved by the shareholders at
the AGM of the Company held on July 24, 2025.

All the Directors of the Company have confirmed that they are
not disqualified to act as Director in terms of Section 164(1),
Section 164(2) and Rule 14(1) of Companies (Appointment
and Qualification of Directors) Rules, 2014 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.

Directors seeking re-appointment in the ensuing AGM:

Basis the recommendation of the NRC, the Members of
the Board, subject to the approval of the Members in the
ensuing AGM, have approved the re-appointment of Mr.
Nishant Parikh (DIN: 07349640) and Mr. Robert Sinclair
(DIN: 09390821) as Independent Directors of the Company,
not liable to retire by rotation, for a second term of 2 (two)
consecutive years, with effect from December 8, 2026 to
December 7, 2028 (both days inclusive) and November 9,
2026 to November 8, 2028 (both days inclusive), respectively.

Key Managerial Personnel

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

Mr. Rahul Ahuja resigned from the office of Group Chief
Financial Officer of the Company effective closure of business
hours on March 31, 2026. Further, Mr. Sadik Ismail Sunasara
was appointed as the Group Chief Financial Officer of the
Company effective April 1, 2026.

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)
they 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) 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, 5 (Five) Meetings of the Board
were held. A detailed update on the Board, its composition,
governance of committees, number of Board and Committee
meetings held during financial year under review and
attendance of the Directors thereat, is provided in the Report
on Corporate Governance, which forms part of this Annual
Report.

Compliance with Secretarial Standards

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

Constitution of various Committees

The Board has constituted the following Committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders' Relationship Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

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

Policies on the appointment of Directors and their
Remuneration

The Board recognizes the importance of having a diversified
composition, 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 at https://pdsltd.com/wp-content/
uploads/2025/08/30.-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, 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/?governance type=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 and Board meetings. Recommendations arising
from the evaluation process were considered by the Board
and its committees to further strengthen their overall
performance & 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 implemented a structured induction and
familiarisation programme for the orientation and training of
Directors at the time of their appointment, with the objective
of enabling them to gain a comprehensive understanding
of the Company, its governance framework, management
structure, operations, and the industry in which it operates.

The programme is designed to equip Directors with relevant
insights into the Company's business model, strategic
priorities, regulatory environment, risk management
framework, and key organisational policies, thereby
facilitating their effective participation in Board and
Committee deliberations.

A detailed note describing the structured induction and
familiarisation programme conducted during the financial
year 2025-26, including the nature and scope of training
and orientation provided to Directors, is available on
the Company's website at https://pdsltd.com/investors/
corporate-governance/?governance type = directors-
familiarization-programmes. The same is also included in the
Corporate Governance Report forming 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. t he 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 re¬
appointed as Statutory Auditors of the Company at the
13^th AGM held on July 26, 2024, to hold office from the
conclusion of the 13^th AGM till the conclusion of the 18^th
AGM to be held in the year 2029 for a second term of 5(five)
consecutive years. 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

In accordance with Regulation 24A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
and as per the provisions of Section 204 of the Act read
with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, M/s. SGGS & Associates
("SGGS"), Practicing Company Secretaries [ICSI Unique Code:
P2021MH086900], were appointed as Secretarial Auditors of
the Company at the 14^th Annual General Meeting held on July
24, 2025, to hold office for a period of 5 (five) consecutive
years from the financial year 2025-26 till the financial year
2029-30.

The Secretarial Audit Report for the financial year ended
March 31, 2026, in the prescribed Form MR-3, forms
part of this Annual Report as Annexure 3. There are no
qualifications, reservations, adverse remarks or disclaimers
made by the Secretarial Auditors, in their Audit Report for the
financial year under review. The remark therein is detailed in
the report and is self-explanatory.

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, 2026, 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 2025-26.

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 required to
spend '35,18,547 towards CSR and has fully complied with
the statutory requirements of the Act. The contribution was
made to 'Soham for Kids Education Society', Hyderabad,
towards supporting underprivileged and orphaned children
through initiatives including education, mid-day meals,
healthcare, and vocational training, in line with Schedule VII
of the Act.

The Company's CSR Policy and the Annual Action Plan are
available on the website of the Company at:

• https://pdsltd.com/wp-content/uploads/2025/12/
Corporate-Social-Responsibility-Policy.pdf

• https://pdsltd.com/wp-content/uploads/2025/12/
Annual-Action-Plan-for-FY-2025-26.pdf

The same are also 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/wp-content/uploads/2025/08/31.-Risk-
Management-Policy.pdf.

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 have 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 Group Legal Head & Company
Secretary of the Company at investors@pdsltd.com and the
same shall be furnished on such request.

RELATED PARTY TRANSACTIONS

The Company has established a robust framework for the
identification, review, approval, and monitoring of Related
Party Transactions ("RPTs"). All RPTs undertaken during the
financial year 2025-26 were in the ordinary course of business
and on an arm's length basis. The Audit Committee reviewed
and approved all such transactions in accordance with the
Company's RPT Policy. As a standard practice, omnibus
approvals are obtained on a periodic basis for repetitive and
unforeseen transactions, subject to defined criteria under
the Policy. Only Independent Directors who are members

of the Audit Committee participated and voted on matters
relating to RPTs, and the Committee is empowered to seek
any information from management and appoint third-party
advisors, wherever necessary, to ensure that transactions are
in the 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.
The Policy is uploaded on the website of the Company at
https://pdsltd.com/wp-content/uploads/2025/10/16.-
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 under of Section 134 of the Act is not applicable.

ANNUAL RETURN

The Annual Return of the Company as on March 31, 2026,
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/?report
group=annual-reports&sub filter type=annual-return.

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 31,2026 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/?report group=annual-reports&sub filter
type=brsr&report year.

VIGIL MECHANISM/ WHISTLEBLOWER POLICY and
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 at
https://pdsltd.com/ethics-hotline/ 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/
wp-content/uploads/2025/10/27.-Vigil-Mechanism-and-
Grievance-Redressal.pdf .

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

COMMITMENT TO PREVENTION OF SEXUAL
HARASSMENT

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 ("POSH") 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. To foster a safe and
inclusive work environment, the Company regularly conducts
sensitization and awareness programs for its employees on
the prevention of sexual harassment at the workplace.

The details of the complaints under the POSH Act as of
March 31, 2026 are as follows:

DISCLOSURE UNDER MATERNITY BENEFIT ACT 1961

In accordance with the provisions of the Maternity Benefit
Act, 1961 read with the relevant provisions of the Code on
Social Security, 2020, to the extent notified, the Company
has implemented a comprehensive Maternity Benefit Policy.
During the financial year under review, the Company has
complied with all applicable requirements of the Maternity
Benefit Act, 1961, including the provision of paid maternity
leave and other prescribed entitlements. The Company
remains committed to fostering a supportive work
environment and ensuring the welfare of our employees in
full alignment with applicable labor regulations.

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
' 25,481.50 Lakhs for FY 2025-26 against '40,834.51 Lakhs for
FY 2024-25 as against foreign exchange outgo equivalent to
' 13,358.32 Lakhs for FY 2025-26 against '45,931.50 Lakhs for
FY 2024-25.

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.

OTHER DISCLOSURES

A. Compliance Management:

Compliance Management is an integral part of corporate
governance, ensuring adherence to applicable laws,
regulations, and internal policies across all jurisdictions
in which the Company operates. The Company has
established a robust compliance framework designed
to identify, assess, monitor, and mitigate regulatory
risks while promoting a culture of integrity and
accountability.

The compliance function is driven by a structured system
of policies, standard operating procedures, and internal
controls aligned with the requirements of the Securities
and Exchange Board of India, the Ministry of Corporate
Affairs, and other applicable regulatory authorities.

Further, the Company has implemented a Code of
Conduct, Insider Trading Code, and other governance
policies to ensure ethical business practices. Regular
training and awareness programs are conducted for
employees to reinforce compliance requirements and
updates in regulatory landscape.

Through this structured and proactive approach, the
Company continues to strengthen its compliance
culture, ensuring transparency, accountability, and
sustainable business practices.

B. Shareholders Awareness:

KYC Updation: Pursuant to Circular No. HO/38/13/
(4)2026-MIRSD-POD/I/4298/2026 dated February 06,
2026 issued by the Securities and Exchange Board
of India, the Company has taken necessary steps
to facilitate updation of PAN, KYC details (including
contact, bank details and specimen signature) and
nomination for shareholders holding securities in
physical form.

As mandated, shareholders are required to furnish
these details to enable service requests and electronic
processing of payments, including dividends. During
the year, reminder communications were issued to such
shareholders to update their details with the Registrar
and Transfer Agent, MUFG Intime India Private Limited.

Special Window for Transfer and Dematerialization
of Physical Securities: Pursuant to SEBI Circular No.
HO/38/13/11 (2)2026-MIRSD-POD/I/3750/2026 dated
January 30, 2026, issued on "Special Window for
Transfer and Dematerialisation of Physical Securities",
the Company undertook necessary investor outreach
initiatives during the year. This awareness was designed
to sensitize and guide shareholders holding shares
in physical form about the operational mechanics,
step-by-step procedures, and statutory timelines of
the special window, thereby facilitating a seamless
transition to dematerialised holdings.

Investor Education and Protection Fund: In line
with the IEPFA's "Saksham Niveshak" campaign,
the Company undertook awareness initiatives and
supported processing of unclaimed dividends for
shareholders who updated their bank details. Further
details are provided in the Corporate Governance
Report annexed to this report.

C. IT Security Breach and Safety:

The Company has implemented comprehensive
IT security programmes supported by advanced

technology solutions and trained personnel to
safeguard its employees, systems, and assets across
all locations from potential IT security breaches and
cyber threats. During the financial year, no material
security incidents or breaches occurred. Minor, non¬
material incidents were duly reported in the Integrated
Corporate Governance Report filed with the Stock
Exchanges for the quarter ended September 30, 2025.
The Company undertakes periodic cybersecurity risk
assessments and continuously strengthens its security
framework to address the evolving threat landscape.
Further, it has deployed best-in-class IT security
measures and processes to ensure the protection,
integrity, and resilience of its digital infrastructure and
critical information assets.

D. Anti-Modern Slavery Statement:

The Company has adopted an Anti-Modern Slavery
and Human Trafficking Policy, which is also available
on the Company's website at https://pdsltd.com/wp-
content/uploads/2025/10/21.-Anti-Modern-Slavery-
and-Human-Trafficking-Policy.pdf and maintains a
zero-tolerance approach towards all forms of modern
slavery, including forced labour, bonded labour, and
child labour. In line with this Policy, the Company follows
a risk-based approach to identify, prevent, and mitigate
such risks across its operations and supply chain.
Appropriate due diligence, contractual safeguards,
and monitoring mechanisms are in place to ensure
compliance by employees, suppliers, and business
partners. The Company continues to strengthen
awareness, reporting mechanisms, and enforcement
measures to uphold human rights and ethical labour
practices across its value chain.

E. General:

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

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

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

F. Executive Vice-Chairman, Group CEO & Group CFO
Certificate:

I n accordance with the provisions of Regulation 17(8)
of the SEBI Listing Regulations, certificate from the
Executive Vice-Chairman, Group CEO & Group CFO in
relation to the Financial Statements for the year ended
March 31,2026, is provided in Annexure 6 forming part
of this Board's Report.

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.

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 during the year under review and value
the contributions made by every member of the PDS family
globally. Their dedication, teamwork, and support have been
key to the Company's sustained growth.

By Order of the Board of Directors
for PDS Limited

Deepak Kumar Seth Pallak Seth

Chairman & Executive Vice Chairman

Date: May 15, 2026 Non-Executive Director DIN: 00003040

Place: Mumbai, India DIN: 00003021