PDS LIMITED — AGM Information 2020

Oct 1, 2020

PDS Multinational Fashions Limited

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PDS/SE/2020-21/27 01[st] October , 2020

To,

The General Manager, Corporate Service Department BSE Limited, P. J Tower, Dalal Street, Fort, Mumbai-400001

The General Manager, Listing Department National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex, Bandra (East), Mumbai-400051.

Scrip Code/ID: BSE: 538730; NSE: PDSMFL

SUB: Intimation of Book Closure and Notice of the 09[th] Annual General Meeting.

Dear Sir/Madam,

This is to inform you that the 09[th] Annual General Meeting of the Company will be convened on Wednesday, 28[th] October, 2020 at 11:00 A.M. through Video Conferencing (“VC”) / Other Audio Visual Mean (“OAVM”). In this regard, please find attached the Notice of 09[th] Annual General Meeting of the Company.

Pursuant to the provision of section 91 of the Companies Act, 2013 and Regulation 42 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Register of Members and Share Transfer Book of the Company shall remain closed from Saturday, 17[nd] October, 2020 to Wednesday, 28[th] October, 2020 (both days inclusive) for the purpose of 09[th] Annual General Meeting of the Company.

Symbol	Type of security	Book Closure (both days inclusive)	Book Closure (both days inclusive)	Cut-off Date	Purpose
		From	To
BSE: 538730 NSE: PDSMFL	Equity Shares	17.10.2020	28.10.2020	21.10.2020	09thAnnual General Meeting of the Company

Further, Members of the Company, holding shares either in physical form or dematerialized form, as on 21[st] October, 2020 (Cut-off date for eligibility to vote) shall be entitled to vote by electronic means. The remote e-voting period shall start on Sunday, 25[th] October, 2020 at 09:00 A.M. (IST) and ends on Tuesday, 27[th] October, 2020 at 05:00 P.M. (IST).

The above is for your information and record. You are requested to please acknowledge and display the same on the website of the Stock Exchange and oblige.

Thanking you,

For PDS Multinational Fashions Limited B. Chandra Sekhara Reddy Company Secretary & Head-Legal

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Encl.: a/a

Regd. Office: No. 758 & 759, 2[nd] Floor, 19[th] Main, Sector -2, HSR Layout, Bengaluru – 560 102, Karnataka, INDIA Tel: +91 80 67653000; Email: info@pdsmultinational.com; Website: www.pdsmultinational.com CIN: L18101KA2011PLC094125

PDS MULTINATIONAL FASHIONS LIMITED

Registered Office: No. 758 & 759, 2[nd] Floor, 19[th] Main, HSR Layout, Sector-II, Bengaluru-560102 Tel: 080-67653000, Website: www.pdsmultinational.com; E-mail: investors@pdsmultinational.com CIN: L18101KA2011PLC094125

NOTICE TO MEMBERS

Notice is hereby given that the 09[th] Annual General Meeting of the Members of PDS Multinational Fashions Limited, will be held on Wednesday 28[th] day of October, 2020 at 11:00 AM through Video Conferencing (“VC”) / Other Audio Visual Mean (“OAVM”) to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Standalone Financial Statements of the Company prepared as per Indian Accounting Standard (“Ind-AS”) for the financial year ended 31[st] March, 2020 the Report of the Auditors thereon and the Report of the Board of Directors and in this connection to consider and if deemed fit, to pass the following Resolution as an Ordinary Resolution :

“ RESOLVED THAT the Audited Standalone Financial Statements of the Company for the financial year ended 31[st] March, 2020, the Report of the Board of Directors and the Report of the Auditors thereon for the financial year ended 31[st] March, 2020, placed before the 9[th] Annual General Meeting be and are hereby received and adopted.”

2. To receive, consider and adopt the Audited Consolidated Financial Statements of the Company prepared as per Indian Accounting Standard (“Ind-AS”) for the financial year ended 31[st] March, 2020 the Report of the Auditors thereon and in this connection to consider and if deemed fit, to pass the following Resolution as an Ordinary Resolution :

“ RESOLVED THAT the Audited Consolidated Financial Statements of the Company for the financial year ended 31[st] March, 2020, the Report of the Auditors thereon for the financial year ended 31[st] March, 2020, placed before the 9[th] Annual General Meeting be and are hereby received and adopted.”

3. To appoint a director in place of Mrs. Payel Seth (DIN: 00003035), who retires by rotation and being eligible, offers herself for reappointment and in this connection to consider and if deemed fit, to pass the following Resolution as an Ordinary Resolution :

“ RESOLVED THAT Mrs. Payel Seth (DIN: 00003035), who retires by rotation and being eligible for re-appointment, be and is hereby re-appointed as a Director of the Company, liable to retire by rotation.”

SPECIAL BUSINESS:

4. Appointment of Ms. Saraswathy Venkateswaran as an Independent Director

To consider and if thought fit, to pass the following resolution as an Ordinary Resolution :

“RESOLVED THAT in accordance with the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 (Act) (including any statutory modification or reenactment thereof for the time being in force), the Companies (Appointment and Qualifications of Directors) Rules, 2014, read with Schedule IV to the Act and Regulation 17 and other

applicable Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), as amended from time to time, Ms. Saraswathy Venkateswaran (DIN: 01778608), who had been appointed by the Board of Directors as an Additional Director pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and Articles of Association of the Company, approvals and recommendations of the nomination and remuneration committee, and who meets the criteria for being appointed as an Independent Director of the Company and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing her candidature for the office of Director, be and is hereby appointed as an Independent Woman Director, of the Company to hold office for five consecutive years commencing from 14[th] February, 2020 to 13[th] February, 2025, not liable to retire by rotation.

RESOLVED FURTHER THAT the Board of Directors or Company Secretary be and is hereby authorized to do all acts, deeds and things and take all such steps as may be necessary, proper or expedient to give effect to this resolution”.

By order of the Board of Directors For PDS MULTINATIONAL FASHIONS LIMITED

Place: Bengaluru B. Chandra Sekhara Reddy Date: 14[th] September, 2020 (Company Secretary)

Notes:

1. The Statement pursuant to Section 102 of the Companies Act, 2013 setting out material facts relating to the Special Business to be transacted at the Meeting is annexed hereto as Annexure I.

2. In view of the continuing COVID-19 pandemic, the Ministry of Corporate Affairs (“MCA”) has vide its circular 20/2020 dated May 5, 2020 read with circulars 14/2020 dated April 8, 2020 and 17/2020 dated April 13, 2020 and Circular number SEBI/ HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 issued by the Securities and Exchange Board of India (SEBI) (hereinafter collectively referred to as “the Circulars”), permitted the holding of the Annual General Meeting (“AGM”) through VC / OAVM, without the physical presence of the Members at a common venue. In compliance with the provisions of the Act, Listing Regulations and MCA Circulars, the AGM of the Company is being held through VC / OAVM.

3. Pursuant to the provisions of the Act, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company. Since this AGM is being held pursuant to the MCA Circulars and SEBI Circular through VC

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/ OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.

4. In compliance with the aforesaid Circulars, Notice of the AGM along with the Annual Report 2019-20 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/Depositories. Members may note that the Notice and Annual Report 201920 will also be available on the Company’s website at www.pdsmultinational.com, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com and on the website of Linkintime India Private Limited at www.linkintime.co.in respectively. An advertisement in newspaper is being published by the Company containing the details about the AGM i.e, the conduct of the AGM through VC/OAVM, date and time of the AGM, availability of the notice of AGM at the Company’s website, manner of registering the email ID’s of those shareholders who have not registered their email addresses with the Company / RTA and other matters as may be required.

5. In terms of the provisions of Section 113 of the Act read with the aforesaid MCA Circulars, Institutional / Corporate Shareholders (i.e. other than individuals, HUF, NRI etc.) are entitled to appoint their authorized representatives to attend the AGM through VC/ OAVM on their behalf and participate thereat, including cast votes by electronic means (details of which are provided separately in this notice). Such Corporate Members are requested to refer ‘General Guidelines for Shareholders’ provided in the notice, for more information.

6. The Registrar of Companies, Karnataka, vide its Order dated 04[th] September, 2020 has granted extension of Two (2) month for holding Annual General Meeting of the Company for the financial year ended 31[st] March, 2020.

7. The Register of Members and Share Transfer Books of the Company will remain closed from 17[th] day of October, 2020 to 28[th] day of October, 2020 (both days inclusive).

8. To prevent fraudulent transactions, members are advised to exercise due diligence and notify the Company of any change in address or demise of any member as soon as possible. Members are also advised not to leave their Demat account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned Depository Participant and holdings should be verified carefully.

9. The Securities and Exchange Board of India (SEBI) has mandated the submission of the Permanent Account Number (PAN) by every participant in the securities market. Members holding shares in electronic form are, therefore requested to submit their PAN to their Depository Participant (s). Members holding shares in physical form are requested to submit their PAN details to the Company’s share transfer agent Link Intime India Pvt Ltd.

10. The attendance of the Members at the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.

11. The members, seeking any information with regard to the

accounts or any matter to be placed at the AGM or having any questions in connection with the matter placed at AGM, are requested to send email to the Company on or before October 23, 2020, on Investors@pdsmultinational.com . The same will be replied suitably.

12. Pursuant to Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard – 2 on General Meetings, brief profile and other details of Directors seeking appointment/re-appointment are provided in this Notice.

13. Those Shareholders whose email IDs are not registered can get their Email ID registered by following procedure as mentioned in this notice.

14. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote.

15. As per Regulation 40 of SEBI Listing Regulations, as amended, securities of listed companies can be transferred only in dematerialised form with effect from, April 1, 2019, except in case of request received for transmission or transposition of securities. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, members holding shares in physical form are requested to consider converting their holdings to dematerialised form at the earliest.

16. The Company has engaged the services of Link Intime India Pvt Ltd, as authorized agency for conducting the AGM through VC/ OAVM and for providing e-voting facility.

17. Members who wish to inspect statutory registers required to be made available/kept open for inspection at AGM and Relevant documents referred to in this Notice of AGM can send an email to Investors@pdsmultinational.com.

18. Members who have not registered their e-mail addresses so far are requested to register their e-mail addresses for receiving all communications including Annual Report, Notices, Circulars etc. from the Company in electronic mode.

19. Since the AGM will be held through VC/OAVM, the route map is not annexed to this Notice.

20. Members holding shares in physical form are requested to forward all applications for shares related correspondence (including intimation for change in address) to the Company’s Share Transfer Agent Link Intime India Pvt Ltd. Members holding shares in electronic form are requested to notify change in their address to their Depository Participant.

21. The Members who have cast their vote by remote e-voting prior to the AGM may also attend/ participate in the AGM through VC / OAVM but shall not be entitled to cast their vote again at the AGM. The detailed instructions for availing e- voting facility and to participate in the AGM through VC / OAVM are provided in Annexure II.

22. NO GIFT(S) SHALL BE PROVIDED FOR THE ENSUING 9TH ANNUAL GENERAL MEETING OF YOUR COMPANY.

23. In compliance with the provisions of Section 108 of the Companies Act, 2013, read with Rule 20 of the Companies

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• (Management and Administration) Rules, 2014 as amended and Regulation 44 of the SEBI (LODR) Regulations, 2015, the Company has provided members the facility to exercise their right to vote on resolutions proposed to be considered at the ensuing Annual General Meeting (AGM) by electronic means and the business may be transacted through e-Voting Services. The facility of casting the votes by the members using an electronic voting system from a place other than venue of the AGM (“remote e-voting”) will be provided by Link Intime India Private Limited (LIIPL).

24. The voting period begins on Sunday, 25[th] October, 2020 at 09:00 AM (IST) and ends on Tuesday, 27[th] October, 2020 at 05:00 PM (IST). During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (“record date”) of 21[st] day of October, 2020, may cast their vote electronically. The e-voting module shall be disabled by LIIPL for voting thereafter.

25. The Scrutinizer shall within a period not exceeding three(3) working days from the conclusion of the e-voting period unblock the votes in the presence of at least two(2) witnesses not in the employment of the Company and make a Scrutinizer’s Report of the votes cast in favour or against, if any, forthwith to the Chairman of the Company.

26. The Results shall be declared on or after the AGM of the Company. The Results declared along-with the Scrutinizer’s Report shall be placed on the Company’s website www.pdsmultinational.com and on the website of LIIPL https:/ /instavote.linkintime.co.in within two (2) days of passing of the resolutions at the AGM of the Company and communicated to the BSE Limited and National Stock Exchange of India Limited.

ANNEXURE I TO THE NOTICE

EXPLANATORY STATEMENT IN RESPECT OF ITEM NUMBER 4 PURSUANT TO THE PROVISIONS OF SECTION 102 OF THE COMPANIES ACT, 2013

As required by Section 102 of the Companies Act, 2013 the following Explanatory Statement sets out the material facts relating to the businesses under Item No. 4 of the accompanying Notice.

161(1) of the Act, Ms. Saraswathy Venkateswaran, holds office only upto the date of this Annual General Meeting (AGM) and is eligible to be appointed as a Director.

The Company has received declaration from Ms. Saraswathy Venkateswaran, to the effect that she meets the criteria of independence as provided in Section 149(6) of the Act, read with the Rules framed thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations). In the opinion of the Board of Directors, Ms. Saraswathy Venkateswaran is independent of management.

Brief Profile of Ms. Saraswathy Venkateswaran

When businesses need leadership, it is imperative to spot one both internally and laterally. To find executive level talents who strategize engines of growth and business models for an era, it is paramount to spot the right fit to lead from the front. Ms. Saraswathy Venkateswaran took the audacious task of filling “The Chair”, in any business stream with competent visionaries at Executive Boards and Pioneered the same.

Ms. Saraswathy has a Masters in English Literature from the Gujarat University, Ahmedabad. Ms. Saraswathy’s formative years (early 20s) were shaped by Management Guru Mr.C.K.Prahalad and the then RBI Governor Dr. Rangarajan at the Indian Institute of Management, Ahmedabad. Her experience of working under scholars of such stature helped her envision a roadmap for her future work, which marked a paradigm shift in Executive Hiring process. 1989 earmarked the beginning of “The Head Hunters”, an Executive Search Firm which Ms. Saraswathy floated in Partnership, to define and redefine CEO and Executive Board level placements in the years to follow. After successfully building a green-shoot idea as the afore-mentioned one, into a viable business model, Ms. Saraswathy ended her 17-year tenure to move ahead in forming her own venture “CEO Search India Pvt Ltd”. The mission and vision remained unchanged, yet challenged.

It is not by design her new office has women-only occupants. She quickly identified that ability to break the glass ceiling has a process, and began mentoring women to think like leaders and to channel the subliminal leader in every deserving talent. She has placed 720 CEOs in the globalized world across different verticals. Blurring the boundary between an Organization’s requirement and an Individual’s mettle, is a hallmark of her success story.

Item No. 4:

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors appointed Ms. Saraswathy Venkateswaran (DIN: 01778608), as an Additional Director of the Company and also as an Independent Woman Director, not being liable to retire by rotation, for a term of 5 years i.e. from 14[th] February, 2020 to 13[th] February, 2025, subject to approval of the Members. Pursuant to the provisions of Section

Today after being a part of the India Success Story by unearthing business leaders, cutting across various spheres of the society, she also engages with the cultural roots of the country. Her social work with an Indian Corporate funded NGO called Prerana and Veda Paatashaala “Namma Sampradayam”, has helped her identify grass-root level talents who can transform to being the leaders of “India of Tomorrow”.

DETAILS OF DIRECTORS SEEKING APPOINTMENT/RE-APPOINTMENT AT THE FORTHCOMING ANNUAL GENERAL MEETINGReg. 36 (3) &SS-2

[Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-2]

Name of the Director		Mrs. Payel Seth (DIN: 00003035)	Ms. Saraswathy Venkateswaran (DIN : 01778608)*
Age	:	62	67
Qualifications	:	Graduated from the Pearl Academy of Fashion in July 1996	Masters in English Literature from the Gujarat University

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Name of the Director		Mrs. Payel Seth (DIN: 00003035)	Ms. Saraswathy Venkateswaran (DIN : 01778608)*
Experience (including expertise in specific functional area)/Brief resume	:	Mrs. Payel Seth is associated with the group as a Promoter Director since incorporation and having rich experience in designing and retailing in Indian and Western Garments, Jewellery and Accessories. She is Entrepreneurial by nature and has utilized her skills in field of Designing, General Management, Sales and Marketing/Business Development and Change Management for development of the organization. Her retail initiative includes the establishment of retail stores in India. She has also been actively involved in the education and Corporate Social Responsibility (CSR) initiatives of the Group.	Ms. Saraswathy’s formative years (early 20s) were shaped by Management Guru Mr. C. K. Prahalad and the then RBI Governor Dr. Rangarajan at the Indian Institute of Management, Ahmedabad. Her experience of working under scholars of such stature helped her envision a roadmap for her future work, which marked a paradigm shift in Executive Hiring process. 1989 earmarked the beginning of “The Head Hunters”, an Executive Search Firm which Ms. Saraswathy floated in Partnership, to define and redefine CEO and Executive Board level placements in the years to follow. After successfully building a green- shoot idea as the afore-mentioned one, into a viable business model, Ms. Saraswathy moved ahead in forming her own venture “CEO Search India Pvt Ltd”. Apart from this, her social work with an Indian Corporate funded NGO called Prerana and Veda Paatashaala “Namma Sampradayam”, has helped her identify grass-root level talents who can transform to being the leaders of “India of Tomorrow”.
Date of first appointment on the Board	:	06/04/2011	14/02/2020
Shareholding in the Company as on 31stMarch, 2020	:	1,38,75,242	Nil
Inter-se relationships between Directors Key Managerial Personnel	:	Mr. Deepak Seth (Husband) Mr. Pallak Seth (Son)	None
Directorships held in other Indian Listed entities	:	None	None
Membership of Committees in other Indian Listed entities, if any	:	None	None
No. of Board Meetings attended during the Financial year 2019-20	:	4	Nil

• Ms. Saraswathy Venkateswaran has been appointed as Independent Woman Director w.e.f., 14[th] February, 2020.

Mrs. Payel Seth (DIN: 00003035), the retiring Director, being eligible, offers herself for re-appointment. The Board of Directors of your Company propose to re-appoint Mrs. Payel Seth as a Director, liable to retire by rotation and therefore the Resolution No. 3 in the notice is recommended for approval of the Shareholders of the Company.

None of the Directors & Key Managerial Personnel, except Mrs. Payel Seth, herself, Mr. Deepak Seth and Mr. Pallak Seth, being relatives, are interested, whether directly or indirectly, in the Resolution No.3.

The Board of Directors of your Company propose to appoint Ms. Saraswathy Venkateswaran (DIN: 01778608), as an Independent Woman Director, not liable to retire by rotation and therefore the Resolution No. 4 in the notice is recommended for approval of the Shareholders of the Company.

None of the Directors & Key Managerial Personnel, except Ms. Saraswathy Venkateswaran, herself, are interested, whether directly or indirectly, in the Resolution No.4.

ANNEXURE II TO THE NOTICE

A. Voting through electronic means

• I. Remote e-Voting Instructions for shareholders are as under:

Open the internet browser and launch the URL: https:// instavote.linkintime.co.in

Those who are first time users of LIIPL e-voting platform or holding shares in physical mode have to mandatorily generate their own Password, as under:

Click on “Sign Up” under ‘SHARE HOLDER’ tab and register with your following details:

User ID : Enter your User ID

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• Shareholders/ members holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID

• Shareholders/ members holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID

• Shareholders/ members holding shares in physical form shall provide Event No + Folio Number registered with the Company

• II. PAN : Enter your 10-digit Permanent Account Number (PAN) (Members who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.

• III. DOB/DOI : Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP / Company - in DD/MM/YYYY format)

• IV. Bank Account Number : Enter your Bank Account Number (last four digits), as recorded with your DP/Company.

• Shareholders/ members holding shares in CDSL demat account shall provide either ‘C’ or ‘D’, above

• Shareholders/ members holding shares in NSDL demat account shall provide ‘D’, above

• Shareholders/ members holding shares in physical form but have not recorded ‘C’ and ‘D’, shall provide their Folio number in ‘D’ above

• Set the password of your choice (The password should contain minimum 8 characters, at least one special Character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter).

• Click “confirm” (Your password is now generated).

NOTE: If Shareholders/ members are holding shares in demat form and have registered on to e-Voting system of LIIPL: https:// instavote.linkintime.co.in, and/or voted on an earlier event of any company then they can use their existing password to login.

1. Click on ‘Login’ under ‘SHARE HOLDER’ tab.

2. Enter your User ID, Password and Image Verification (CAPTCHA) Code and click on ‘Submit’.

3. After successful login, you will be able to see the notification for e-voting. Select ‘View’ icon.

4. E-voting page will appear.

5. Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).

6. After selecting the desired option i.e. Favour / Against, click on ‘Submit’. A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.

7. Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on the e-voting system of LIIPL at https://instavote.linkintime.co.in and register themselves as ‘Custodian / Mutual Fund / Corporate Body’. They are also required to upload a scanned certified true copy of the board resolution /authority letter/power of attorney etc. together with attested specimen signature of the duly authorised representative(s) in PDF format in the ‘Custodian

/ Mutual Fund / Corporate Body’ login for the Scrutinizer to verify the same.

If you have forgotten the password:

Click on ‘Login’ under ‘SHARE HOLDER’ tab and further Click ‘forgot password?’ Enter User ID, select Mode and Enter Image Verification (CAPTCHA) Code and Click on ‘Submit’.

• In case shareholders/ members are having valid email address, Password will be sent to his / her registered e- mail address.

• Shareholders/ members can set the password of his/her choice by providing the information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as mentioned above.

• The password should contain minimum 8 characters, at least one special character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

• It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in the Notice.

• During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular “Event”.

• Shareholders/ members holding multiple folios/demat account shall choose the voting process separately for each of the folios/demat account.

• In case shareholders/ members have any queries regarding e-voting, they may refer the Frequently Asked Questions (‘FAQs’) and InstaVote e-Voting manual available at https://instavote.linkintime.co.in under Help section or send an email to enotices@linkintime.co.in or contact on: - Tel: 022 –4918 6000.

V. Other Instructions:

1. Voting at AGM: Only those members, who will be present at the AGM through VC/ OAVM facility and who would not have cast their vote by remote e-voting prior to the AGM and are otherwise not barred from doing so, shall be eligible to vote through e-voting system at the AGM.

2. Mr. R. Hariprasad Reddy, Practicing Company Secretary (Membership No. FCS 8477), has been appointed as a Scrutinizer to scrutinize the remote e-voting process and e-voting at AGM in a fair and transparent manner. The Scrutinizer shall submit his consolidated report to the Chairman within 48 hours from the conclusion of the AGM.

3. The members who have cast their vote by remote e-voting may also attend the AGM through VC/ OAVM but shall not be entitled to cast their vote again.

4. The results declared along with the Scrutinizer’s Report shall be communicated to the BSE Limited and National Stock Exchange of India Limited, www.bseindia.com and www.nseindia.com respectively where the shares of the

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company are listed and shall be placed on the Company’s website www.pdsmultinational.com and on the website of LIIPL https://instavote.linkintime.co.in immediately after the result is declared by the Chairman or any other person authorised by the Chairman.

1. You can also update your mobile number and e-mail id in the user profile details of the folio which may be used for sending future communication(s).

2. A person who is not a shareholder as on the cut-off date should treat this Notice for information purposes only. The remote e-voting module shall be disabled for voting thereafter. Once the vote on a resolution(s) is cast by the shareholder, the shareholder shall not be allowed to change it subsequently.

3. The voting rights of shareholder shall be in proportion to their share of the paid-up equity share capital of the Company as on the cut-off date i.e. October 21, 2020.

4. In case a person has become a shareholder of the Company after sending of AGM Notice but on or before the cut-off date for E-voting i.e., on October 21, 2020, he/ she may obtain the User ID through writing an email to enotices@linkintime.co.in or contact on: - Tel: 022 – 4918 6000.

5. In case the email address is not registered with the Company / Depository Participant, please follow the process of registering the same as mentioned below:

6. Physical Send a request to Registrar and Transfer Holding Agents of the Company, Linkintime India Private Limited at delhi@linkintime.co.in giving details of Folio number, Name of the shareholder, scanned copy of the share certificate (Front and Back), PAN( Self attested scanned copy of PAN Card), AADHAR ( Self attested scanned copy of Aadhar Card) for registering email address. Please send your bank detail with original cancelled cheque to our RTA (i.e. Linkintime India Private Limited, Noble Heights, 1st Floor, Plot No. NH 2, LSC, C-1 Block, Near Savitri Market, Janakpuri, New Delhi-110058 alongwith letter mentioning folio no. if not registered already.)

Demat Please contact your Depositary Participant Holding (DP) and register your email address as per the process advised by DP. Please also update your bank detail with your DP for dividend payment if declared by Company.

B. Process and manner for attending the Annual General Meeting through InstaMeet:

1. Open the internet browser and launch the URL: https:// instameet.linkintime.co.in Select the “Company” and ‘Event Date’ and register with your following details: -

2. A. Demat Account No. or Folio No: Enter your 16 digit Demat Account No. or Folio No

   • Shareholders/ members holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID

3. Shareholders/ members holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID

4. Shareholders/ members holding shares in physical form shall provide Folio Number registered with the Company

5. B. PAN: Enter your 10-digit Permanent Account Number (PAN) (Members who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable).

6. C. Mobile No.: Enter your mobile number.

7. D. Email ID: Enter your email id, as recorded with your DP/ Company.

8. Click “Go to Meeting” (You are now registered for InstaMeet and your attendance is marked for the meeting).

Please refer the instructions (annexure) for the software requirements and kindly ensure to install the same on the device which would be used to attend the meeting. Please read the instructions carefully and participate in the meeting. You may also call upon the InstaMeet Support Desk for any support on the dedicated number provided to you in the instruction/ InstaMEET website.

Instructions for Shareholders/ Members to Speak during the Annual General Meeting through InstaMeet:

1. Shareholders who would like to speak during the meeting must register their request 3 days in advance with the company on the email id Investors@pdsmultinational.com

2. Shareholders will get confirmation on first cum first basis depending upon the provision made by the client.

3. Shareholders will receive “speaking serial number” once they mark attendance for the meeting.

4. Other shareholder may ask questions to the panelist, via active chat-board during the meeting.

5. Please remember speaking serial number and start your conversation with panelist by switching on video mode and audio of your device.

Shareholders are requested to speak only when moderator of the meeting/ management will announce the name and serial number for speaking.

Instructions for Shareholders/ Members to Vote during the Annual General Meeting through InstaMeet:

Once the electronic voting is activated by the scrutinizer/ moderator during the meeting, shareholders/ members who have not exercised their vote through the remote e-voting can cast the vote as under:

1. On the Shareholders VC page, click on the link for e-Voting “Cast your vote”

2. Enter your 16 digit Demat Account No. / Folio No. and OTP (received on the registered mobile number/ registered email Id) received during registration for InstaMEET and click on ‘Submit’.

3. After successful login, you will see “Resolution Description” and against the same the option “Favour/ Against” for voting.

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1. Cast your vote by selecting appropriate option i.e. “Favour/ Against” as desired. Enter the number of shares (which represents no. of votes) as on the cutoff date under ‘Favour/ Against’.

2. After selecting the appropriate option i.e. Favour/ Against as desired and you have decided to vote, click on “Save”. A confirmation box will be displayed. If you wish to confirm your vote, click on “Confirm”, else to change your vote, click on “Back” and accordingly modify your vote.

Once you confirm your vote on the resolution, you will not be allowed to modify or change your vote subsequently

Note: Shareholders/ Members, who will be present in the Annual General Meeting through InstaMeet facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting facility during the meeting. Shareholders/ Members who have voted through Remote e-Voting prior to the Annual General Meeting will be eligible to attend/ participate in the Annual General Meeting through InstaMeet. However, they will not be eligible to vote again during the meeting.

Shareholders/ Members are encouraged to join the Meeting through Tablets/ Laptops connected through broadband for better experience.

Shareholders/ Members are required to use Internet with a good speed (preferably 2 MBPS download stream) to avoid any disturbance during the meeting.

Please note that Shareholders/ Members connecting from Mobile Devices or Tablets or through Laptops connecting via Mobile Hotspot may experience Audio/Visual loss due to fluctuation in their network. It is therefore recommended to use stable Wi-FI or LAN connection to mitigate any kind of aforesaid glitches.

In case shareholders/ members have any queries regarding login/ e-voting, they may send an email to instameet@linkintime.co.in or contact on: - Tel: 022- 49186175.

Guidelines to attend the AGM proceedings of Link Intime India Pvt. Ltd.: InstaMEET

For a smooth experience of viewing the AGM proceedings of Link Intime India Pvt. Ltd. InstaMEET, shareholders/ members who are registered as speakers for the event are requested to download and install the Webex application in advance by following the instructions as under:

• a) Please download and install the Webex application by clicking on the link https://www.webex.com/downloads. html/

or

• b) If you do not want to download and install the Webex application, you may join the meeting by following the process mentioned as under:

• Step 1 Enter your First Name, Last Name and Email ID and click on Join Now.

• 1 (A)If you have already installed the Webex application on your device, join the meeting by clicking on Join Now

• 1 (B)If Webex application is not installed, a new page will appear giving you an option to either Add Webex to chrome or Run a temporary application.

Click on Run a temporary application, an exe file will be downloaded. Click on this exe file to run the application and join the meeting by clicking on Join Now

The members can join the AGM in the VC/ OAVM mode 30 minutes before and 15 minutes after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice in points given below. The facility of participation at the AGM through VC/ OAVM will be made available for 1,000 Shareholders on ‘first come first serve’ basis. This will not include large Shareholders (i.e. Shareholders holding 2% or more), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of ‘first come first serve’ basis.

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