PDS LIMITED — Board/Management Information 2025

Mar 27, 2025

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PDS/SE/2024-25/122

March 27, 2025

	Listing Department National Stock Exchange of India Limited Exchange Plaza, C-1 Block G, Bandra Kurla Complex, Bandra (E), Mumbai -400 051 Scrip Symbol: PDSL	Corporate Relationship Department BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai- 400001 Scrip Code: 538730

Sub: Outcome of Board Meeting in accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 .

Dear Sir/ Madam,

We wish to inform you that the Board of Directors (“ Board ”) of the Company at its Meeting held today March 27, 2025, has inter alia , considered and approved the following:

1. On the recommendation of Nomination and Remuneration Committee, continuation of directorship of Dr. Deepak Kumar Seth, Chairman, as the “Non-Executive Non-Independent Director” of the Company, who will attain the age of 75 (Seventy-Five) years on May 22, 2025, liable to retire by rotation, subject to approval of Shareholders of the Company before he attains the age of 75 (Seventy-Five) years.

2. Further investment of an aggregate amount of INR 44,25,00,000, to be made by way of subscribing to the equity shares of NexStyle Apparel Manufacturing Limited, wholly owned subsidiary of the Company, to be undertaken on rights basis, and subject to the fulfilment of the terms and conditions.

Details required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, is enclosed herewith as Annexure I and Annexure II.

Thanking you,

Yours faithfully, for PDS Limited

ABHISHEK Digitally signed by ABHISHEKH KANOI H KANOI Date: 2025.03.27 17:42:18 +05'30'

Abhishekh Kanoi Head of Legal & Company Secretary ICSI Membership No.: F-9530

Encl.: As above

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	DISCLOSURES PURSUANT TO SEBI MASTER CIRCULAR NO. SEBI/HO/CFD/POD2/CIR/P/0155 DATED NOVEMBER 11, 2024 Annexure I Disclosure for continuation of directorship of Dr. Deepak Kumar Seth, Chairman, as the “Non-Executive Non-Independent Director”	DISCLOSURES PURSUANT TO SEBI MASTER CIRCULAR NO. SEBI/HO/CFD/POD2/CIR/P/0155 DATED NOVEMBER 11, 2024 Annexure I Disclosure for continuation of directorship of Dr. Deepak Kumar Seth, Chairman, as the “Non-Executive Non-Independent Director”	DISCLOSURES PURSUANT TO SEBI MASTER CIRCULAR NO. SEBI/HO/CFD/POD2/CIR/P/0155 DATED NOVEMBER 11, 2024 Annexure I Disclosure for continuation of directorship of Dr. Deepak Kumar Seth, Chairman, as the “Non-Executive Non-Independent Director”	DISCLOSURES PURSUANT TO SEBI MASTER CIRCULAR NO. SEBI/HO/CFD/POD2/CIR/P/0155 DATED NOVEMBER 11, 2024 Annexure I Disclosure for continuation of directorship of Dr. Deepak Kumar Seth, Chairman, as the “Non-Executive Non-Independent Director”	DISCLOSURES PURSUANT TO SEBI MASTER CIRCULAR NO. SEBI/HO/CFD/POD2/CIR/P/0155 DATED NOVEMBER 11, 2024 Annexure I Disclosure for continuation of directorship of Dr. Deepak Kumar Seth, Chairman, as the “Non-Executive Non-Independent Director”
		2024 Disclosure for continuation of directorship of Dr. Deepak Kumar Seth, Chairman, as the “Non-Executive Non-Independent Director”
	Name of the Director			Dr. Deepak Kumar Seth(DIN: 00003021)
	Reason for change viz. appointment, ~~resignation, removal, death or otherwise~~			Dr. Deepak Kumar Seth aged 74 years is a Chairman and Non- Executive Non-Independent Director of the Company, liable to retire by rotation. He will attain the age of 75 (Seventy-Five) years on May 22, 2025. On the recommendation of Nomination and Remuneration Committee, the Board of Directors has approved the continuation of directorship of Dr. Deepak Kumar Seth, Chairman, as the Non- Executive Non-Independent Director, subject to approval of Shareholders of the Company before he attains the age of 75 (Seventy-Five) years.
	Date of ~~cessation~~			Continuation of directorship of Dr. Deepak Kumar Seth, Chairman, as the Non-Executive Non-Independent Director, liable to retire by rotation.
	Brief Profile			Dr. Deepak Kumar Seth is the Founder and Group Chairman of four renowned apparel, manufacturing, sourcing and training groups named as PDS Limited, Pearl Global Industries Limited, Lerros Moden GmbH and Pearl Academy of Fashions, operating in over 20 years. Dr. Deepak Kumar Seth is an active member of the Apparel Export Promotion Council of India (“AEPC”) and has held the post of “Vice Chairman” of the Eastern Region of AEPC for more than 2 years. He is also an executive member of the Apparel Exporters & Manufacturers Association (“AEMA”) and was awarded the “Udyog Ratna” Award by the Government of Haryana in the year 2006, for his entrepreneurial skills. His knowledge of the business environment and vast experience ingeneral management has been an asset to the

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	Company. He has been awarded an Honorary Doctor of Philosophy Degree (Ph.D.) by UPES in honor of his exceptional journey as a self- made entrepreneur and is widely regarded as one of the pioneers of apparel sourcing and manufacturing in India. For detailed profile refer website of the Company at https://pdsltd.com/investors/board-of-directors-and-committees/
Disclosure of relationships between directors (in case of appointment of a Director).	Dr. Deepak Kumar Seth is Husband of Mrs. Payel Seth, Promoter & Non-Executive Director of the Company, and the father of Mr. Pallak Seth, Promoter, Executive Director & Vice Chairman of the Company.
Information as required pursuant to BSE Circular with ref. no. LIST/ COMP/ 14/ 2018- 19 and the National Stock Exchange of India Ltd with ref. no. NSE/ CML/ 2018/24, dated 20th June 2018.	Dr. Deepak Kumar Seth is not debarred to continue to hold the office of director by virtue of any SEBI order or any other such authority.

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Annexure II

Further Investment in NexStyle Apparel Manufacturing Limited, Wholly Owned Subsidiary of the Company.

Sl. No.	Particulars in respect of the Event	Details/Information of the Event
1	Name of the target entity, details in brief such as size, turnover etc.	Name: NexStyle Apparel Manufacturing Limited (“Nexstyle”). Date of Incorporation:February 12, 2025 Size: Paid-up Share Capital of INR 10,00,000 Turnover: Not Applicable
2	Whether the acquisition would fall within related party transaction(s) and whether the promoter/ promoter group/ group companies have any interest in the entity being acquired? If yes, nature of interest and details thereof and whether the same is done at “arm’s length”	NexStyle is a wholly owned subsidiary of the Company and therefore the subscription of shares of NexStyle offered by way of right issue will be considered as a related party transaction. Except to the extent of shares held by the Company in NexStyle, the promoter/promoter group/group companies of the Company have no interest in NexStyle. The transaction will be at arm's length basis.
3	Industry to which the entity being acquired belongs.	Manufacturing business in garments, apparel, and other allied activities.
4	Objects and effects of acquisition. (including but not limited to, disclosure of reasons for acquisition of target entity, if its business is outside the main line of business of the listed entity)	The objective of providing funds to NexStyle is to support the entity in achieving its primary goal of expanding the PDS Group's manufacturing footprint, both within India and internationally.
5	Brief details of any governmental or regulatory approvals required for the acquisition.	None
6	Indicative time period for completion of the acquisition.	On or before April 30, 2025
7	Nature of Consideration	Cash Consideration
8	Cost of acquisition or the price at which the shares are acquired.	The Company has agreed to subscribe to the equity shares of NexStyle offered by way of rights issue,for a total aggregate amount of

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9	Percentage of shareholding/ control acquired and/or number of shares acquired.	INR 44,25,00,000 (approximately USD 5.16 Mn, based on the exchange rate of INR 85.78), constituting 4,42,50,000 Equity Shares of INR 10/- each. There will be no change in the percentage shareholding of the Company in NexStyle. NexStyle will continue to remain a wholly owned subsidiary of the Company.
10	Brief background about the entity acquired in terms of products/line of business acquired, date of incorporation, history of last 3 years turnover, country in which the acquired entity has presence and any other significant information.	NexStyle Apparel Manufacturing Limited is a public limited company incorporated under the laws of India on February 12, 2025, having its registered office at Unit No. 971, Solitaire Corporate Park, Andheri Ghatkopar Link Road, Andheri East, Mumbai 400093, Maharashtra, India. Business: Manufacturing business in garments, apparel, and other allied activities. Turnover for last 3 (three) years: Not Applicable Country of Incorporation: India

for PDS Limited

ABHISHE Digitally signed by ABHISHEKH KANOI KH KANOI Date: 2025.03.27 17:42:45 +05'30' Abhishekh Kanoi Head of Legal & Company Secretary ICSI Membership No.: F-9530

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