PDS LIMITED — Board/Management Information 2021

Jan 11, 2021

PDS/SE/2020-21/44 January 11, 2021

The SecretaryBSE LimitedPheeroze Jeejeebhoy TowersDalal Street, FortMumbai - 400 001, Maharashtra (India)	The SecretaryNational Stock Exchange of India LimitedExchange Plaza, 5th Floor Plot No- 'C Block, GBlockBandra-Kurla Complex, Bandra {East)Mumbai 400 051, Maharashtra (India)
Scrip Code: 538730 (BSE)	Scrip Code: PDSMFL (NSE)

Sub: Disclosure pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations")

Dear Sir/Madam,

With reference to the captioned subject, this is to inform you that the Board of Directors of the Company at its meeting held today i.e., January 11, 2021, inter-alia has considered and approved:

• 1. Appointment of Mr. Sanjay Jain, as Chief Executive Officer and Key Managerial Personnel (KMP) of the Company with effect from January 15, 2021.
• 1. Resignation of Mr. Omprakash Makam Suryanarayana as Chief Executive Officer of the Company at the close of business hours on January 14, 2021, however, Mr. Omprakash Makam Suryanarayana will continue his association with the Company as Group Chief Operating Officer with effect from January 15, 2021.
• 1. Appointment of Mr. Abhishekh Kanoi (ICSI Membership No. FCS 9530) as a Head of Legal & Company Secretary & Compliance Officer of the Company with effect from January 11, 2021.
• 1. Resignation of Mr. B. Chandra Sekhara Reddy (ICSI Membership No. ACS 14609) as a Head Legal & Company Secretary & Compliance Officer of the Company with effect from the close of business hours on January 10, 2021.
• 1. The details of the Key Managerial Personnel of the Company are mentioned hereinbelow to determine the materiality of an event or transaction or information, for the purpose of making disclosures to Stock Exchanges:

Sl. No.	Nameofthe	Designation	Contact Details
	Authorised Persons
1	Mr. Sanjay Jain	ChiefExecutive	PDS Multinational Fashions Limited
		Officer
2	Mr. Abhishekh Kanoi	Head of Legal &	No.758 & 759, 2nd Floor, 19th Main, Sector-2, HSR
		Company Secretary	Layout, Bengaluru – 560102, Karnataka, India
		&Compliance
		Officer	Tel.: 080-67653000
			Email: investors@pdsmultinational.com

• 1. Acquisition of 75% equity shares on fully diluted basis of Norlanka Brands Private Limited, a private limited Company incorporated under the provisions of laws of India. By this acquisition, Norlanka Brands Private Limited will become subsidiary of the Company.
• 1. Considered and approved "PDS Multinational Fashions Limited- Employee Stock Option Plan 2021" (the PDS ESOP 2021 or Scheme or Plan) pursuant to Section 62 and other applicable provisions, if any, of the Companies Act, 2013 and SEBI (Share Based Employee Benefits) Regulations, 2014 ("SEBI SBEB Regulations"), subject to the approval of the Shareholders at the Extra-ordinary General Meeting, (brief details of the PDS ESOP 2021 are set out in 'Annexure VI' enclosed herewith and details required as per SEBI Listing Regulation and SEBI SBEB Regulations will be disclosed in the Explanatory Statement forming part of Notice of Extra-ordinary General Meeting).

• 1. Considered and approved PDS Multinational Fashions Limited PDS Value Creation Incentive Plan 2021 (the "PDS Incentive Plan") pursuant to Regulation 26(6) of the SEBI Listing Regulations, subject to the approval of the Shareholders at the Extra-ordinary General Meeting, (details required as per SEBI Regulations will be disclosed in the Explanatory Statement forming part of Notice of Extraordinary General Meeting).
• 1. Considered and approved Fund Raise Incentive to be payable to Mr. Sanjay Jain, Chief Executive Officer of the Company pursuant to Regulation 26(6) of the SEBI Listing Regulations, subject to the approval of the Shareholders at the Extra-ordinary General Meeting, (details required as per SEBI Regulations will be disclosed in the Explanatory Statement forming part of Notice of Extra-ordinary General Meeting).

Accordingly, please find enclosed herewith the Disclosures as required under the SEBI Listing Regulations read with SEBI Circular No. CIR/CFD/ CMD/ 4/ 2015 dated September 9, 2015, as Annexure – I to Annexure VI respectively.

The Meeting of the Board of Directors was commenced at 11.30 A.M. and concluded at 02.20 P.M.

You are requested to kindly take the same on record.

Thanking you,

Yours faithfully, for PDS Multinational Fashions Limited

DEEPAK SETH Digitally signed by DEEPAK SETH Date: 2021.01.11 14:23:10 +05'30'

Deepak Seth (Chairman) DIN: 00003021

Encl.: a/a

Disclosures pursuant to SEBI Circular CIR/CFD/CMD/4/2015 dated 9th September, 2015 Annexure I

Sr.No.	Particulars	Disclosure of Mr. Sanjay Jain (Chief Executive Officer)
1	Reason for change vizappointment,resignation,removal,death or otherwise.	Appointment
2	Date of appointment/cessation(asapplicable) & terms ofappointment	January 15, 2021
3	Brief Profile (in case ofappointment)	Mr. Sanjay Jain has over 26 years of experience in leadingtransformation across various companies and helping them unlocktheir intrinsic value. He has raised over USD 4 billion from someofWorld'smarqueestrategic,privateequityandfinancialinvestors. Sanjay was previously the CEO of Future Retail Limitedand the Group CFO of Future Group. During his nearly 6 years atFuture Group, he was part of the core leadership teamspearheading the transformation, growth agenda and introducecommensurate systems & processes. This led to meaningfulimprovements in the operating and financial footprint of FutureGroup entities resulting in significant unlocking of intrinsic value.Sanjay has been honored as "Best CFO" on multiple occasions byesteemed organizations. In his previous roles, he has beeninstrumental in the acquisition of companies in India, Belgium,Canada, US, Ireland, France, and Indonesia. Earlier based inBelgium during one of his assignments, Sanjay was part of thesenior team responsible for the integration of acquired companies,turning them around and putting them back on the growth agenda.Sanjay Jain is a gold medalist during graduation, has a Master'sdegree in Management, and is also a certified Six Sigma BlackBelt.
4	DisclosureofRelationshipbetweenDirectors. (in case ofappointmentofDirector)	Not Applicable
5	Informationasrequired pursuant toNSE Circular with Ref.No.NSE/CML/2018/24and BSE Circular withRef.No.LIST/COMP/14/ 2018- 19	Not Applicable

Disclosures pursuant to SEBI Circular CIR/CFD/CMD/4/2015 dated 9th September, 2015

Annexure II

Sr.	Particulars	Disclosure of Mr. Omprakash Makam Suryanarayana (Chief
No.		Executive Officer)
1	Reasonforchangevizappointment,resignation, removal,death or otherwise.	Resignation. There is no material reason for his resignation.However, Mr. Omprakash Makam Suryanarayana will continue hisassociation with the Company as Group Chief Operating Officerwith effect from January 15, 2021.
2	Date of appointment/cessation(asapplicable) & termsof appointment	At the close of business hours of January 14, 2021
3	Brief Profile (in caseof appointment)	Not Applicable
4	DisclosureofRelationshipbetweenDirectors.(incaseofappointmentofDirector)	Not Applicable
5	Informationasrequired pursuant toNSECircularwithRef.No.NSE/CML/2018/24andBSECircularwith Ref. No. LIST/COMP/14/ 2018- 19	Not Applicable

Disclosures pursuant to SEBI Circular CIR/CFD/CMD/4/2015 dated 9th September, 2015 Annexure III

Sr.No.	Particulars	Disclosure of Mr. Abhishekh Kanoi (Head of Legal & CompanySecretary & Compliance Officer)
1	Reasonforchangevizappointment,resignation, removal,death or otherwise.	Appointment
2	Date of appointment/cessation(asapplicable) & termsof appointment	January 11, 2021
3	Brief Profile (in caseof appointment)	Mr. Abhishekh Kanoi is a Fellow Member of the Institute ofCompany Secretaries of India. He is also an Associate Member ofthe Chartered Institute for Securities & Investments, UnitedKingdom and also holds a Bachelor Degree in Law and BachelorDegree in Commerce with (Hons.) in Accounts. He has rich anddiverse in-house corporate experience of 14 years in variousindustries such as law firm, hospitality, manufacturing, automotive,media & entertainment and non-banking financial institutions andacross various domains such as Corporate Secretarial Functions,Legal Affairs, IPO & Listing, Regulatory Compliances, RBI & FEMAMatters, Merger & Acquisition, Listing Compliances (India &Overseas Entities), International Transaction, Intellectual PropertyRights, Copyrights, Media and Entertainment Laws.Prior joining PDS Multinational Group, he was associated with CapriGlobal Capital Limited, Mumbai as a Vice President & GroupCompany since August, 2019. He also served as Vice President –Company Secretary & Compliance Officer with Eros InternationalMedia Limited, Mumbai since July 2014. He served as Legal Head& Company Secretary with Hero Motors Limited from September2012 to July 2014. He has also served as Company Secretary withZinc Hospitality India Private Limited.
4	DisclosureofRelationshipbetweenDirectors.(incaseofappointmentofDirector)	Not Applicable
5	Informationasrequired pursuant toNSECircularwithRef.No.NSE/CML/2018/24andBSECircularwith Ref. No. LIST/COMP/14/ 2018- 19	Not Applicable

Disclosures pursuant to SEBI Circular CIR/CFD/CMD/4/2015 dated 9th September, 2015 Annexure IV

Sr.No.	Particulars	Disclosure of Mr. B. Chandra Sekhara Reddy (Head - Legal &Company Secretary & Compliance Officer)
1	Reasonforchangevizappointment,resignation, removal,death or otherwise.	Resignation. There is no material reason for his resignation.
2	Date of appointment/cessation(asapplicable) & termsof appointment	At the close of business hours on January 10, 2021
3	Brief Profile (in caseof appointment)	Not Applicable
4	DisclosureofRelationshipbetweenDirectors.(incaseofappointmentofDirector)	Not Applicable
5	Informationasrequired pursuant toNSECircularwithRef.No.NSE/CML/2018/24andBSECircularwith Ref. No. LIST/COMP/14/ 2018- 19	Not Applicable

Disclosures pursuant to SEBI Circular CIR/CFD/CMD/4/2015 dated 9th September, 2015 Annexure V

Disclosure for the proposed acquisition 75% Equity Shares of Norlanka Brands Private Limited

Sl.No.	Particulars in respect of the Event	Details/Information of the Event
1	Name of the target entity, details inbrief such as size, turnover etc.	Norlanka Brands Private LimitedSize: Issued and Paid-up Capital of Rs.5 LakhsTurnover: Nil
2	Whether the acquisition would fallwithin related party transaction(s)and whether the promoter/ promotergroup/ group companies have anyinterestintheentitybeingacquired? If yes, nature of interestand details thereof and whether thesame is done at "arm's length"	No
3	Industry to which the entity beingacquired belongs.	Apparel Industry
4	Objects and effects of acquisition.(includingbutnotlimitedto,disclosureofreasonsforacquisition of target entity, if itsbusiness is outside the main line ofbusiness of the listed entity)	-Expand & create an opportunity in the Indianfashion & apparel business including but notlimited to kids wear, inner wear & other categoriesof lifestyle.-To enter into online/digital business and enhanceopportunities for PDS Platform.
5	Brief details of any governmental orregulatory approvals required forthe acquisition.	No governmental or regulatory approval required.
6	Indicativetimeperiodforcompletion of the acquisition.	On or before March 31, 2021
7	Nature of Consideration	Cash Consideration
8	Cost of acquisition or the price atwhich the shares are acquired.	At a Face Value, i.e. Rs.10/- each
9	Percentageofshareholding/control acquired and / or number ofshares acquired.	75% shareholding consisting of 37,500 Equity Sharesof Rs.10/- each
10	Brief background about the entityacquired in terms of products/line ofbusinessacquired,dateofincorporation, history of last 3 yearsturnover,countryinwhichtheacquired entity has presence andany other significant information.	The Company has been incorporated under theIndian Companies Act, 2013 and is engaged in thebusinessofmanufacturers,traders,agents,wholesalers,retailers,e-commercebusinessindealing all kinds of readymade garments.The Company has been incorporated in India onDecember 3, 2020, hence, disclosure of turnover forlast 3 (three) years is not applicable.

Disclosures pursuant to SEBI Circular CIR/CFD/CMD/4/2015 dated 9th September, 2015 Annexure VI

1	Name of the Scheme	PDS ESOP 2021
2	Type of Securities proposed tobe issued	Equity Shares
3	Type of Issuance	Employee Stock Options
4	Totalnumberofsecuritiesproposed to be issued	5,31,565 (Five Lakh Thirty One Thousand Five Hundredand Sixty Five) options with a right to subscribe to5,31,565 Equity Shares of Rs. 10/- each of the Companysubject to approval of the shareholders at the Extraordinary General Meeting of the Company