PDS LIMITED — Capital/Financing Update 2022

Oct 14, 2022

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PDSL/SE/2022‐23/171

October 14, 2022

	Listing DepartmentNational Stock Exchange of India LimitedExchange Plaza, C‐1 Block G,Bandra Kurla Complex, Bandra (E),Mumbai ‐400 051Scrip Symbol: PDSL	Corporate Relationship DepartmentBSE LimitedPhiroze Jeejeebhoy Towers,Dalal Street,Mumbai‐ 400001Scrip Code: 538730

Sub: Press Release titled ‘PDS acquires 51% stake in DBS Lifestyle’

Dear Sir/ Madam,

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith the Press Release titled ‘PDS acquires 51% stake in DBS Lifestyle’.

We request you to kindly take the above information on record for the purpose of dissemination to the shareholders.

Thanking you,

Yours faithfully, for PDS Limited (Erstwhile PDS Multinational Fashions Limited)

ABHISHEK Digitally signed by ABHISHEKH KANOI H KANOI Date: 2022.10.14 15:13:52 +05'30' Abhishekh Kanoi Head of Legal & Company Secretary ICSI Membership No.: F‐9530

Encl.: a/a

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PDS acquires 51% stake in DBS Lifestyle

A Mind-to-Market design, brands, and sourcing organization

October 14, 2022, Mumbai : PDS Limited (“PDS”), the global fashion infrastructure company acquires a 51% stake in Delhi-based end-to-end design solutions company, DBS Lifestyle (“DBS”).

DBS Lifestyle LLP, founded by Divya Suri and Bhawnish Suri, is a design-led company catering to fashion and home categories. DBS owns over 20,000 original textile designs and patterns and adds nearly 2500 artworks and

samples to its library every month. Their Trend & Design Studio plus Sourcing business verticals collectively offer end-to-end solutions from design, product development, and manufacturing to warehouse delivery. It also creates private brands for leading online and offline retailers, including RIVER - a multi-designer brand for Amazon Fashion. DBS serves over 200 fashion and 150+ home clients globally along with leading brands, retailers, and key e-commerce players in India.

DBS owns the Italian studio Giacomo Barzaghi, one of the oldest and most reputed textile design studio based in Como, Italy – established in 1978. Through this international acquisition, DBS serves its clients in USA & Europe directly. This partnership will also springboard DBS’s seeded and exciting initiatives on design-led sourcing penetration across categories and launch consumer-facing relevant D2C brands.

Bhawnish Suri, Managing Director, is a Fashion Design graduate from Parsons School of Design, New York, with 20+ years of industry experience working with companies like Polo Ralph Lauren and United Retail Inc. in the United States of America. Divya Suri, Joint Managing Director, has a degree in Fashion Merchandising from the Fashion Institute of Technology, New York, started her career with Macy’s, and later worked with global retailers before joining forces with Bhawnish and starting the company’s Textile Studio.

This transaction creates a win-win for both organizations. On one hand, DBS gains the patronage of the PDS platform for furthering its growth aspirations, on the other hand, PDS gains further access to leading retailers and brands enabling it to further penetrate the fashion and home categories in the Indian market.

Speaking on this association, Pallak Seth, Vice-Chairman, PDS said, “We are thrilled to associate with Bhawnish and Divya who bring with them distinct design-led capabilities. While DBS has already carved a niche for itself in both the domestic and international markets, we believe under the aegis of the PDS platform, DBS is poised to catapult into the next league. “

Sanjay Jain, Group CEO further added, “ India has been gaining tremendous traction in the global fashion space, both from a supply and demand standpoint. With this transaction, PDS augments its capabilities in India and further builds our design capabilities for servicing global customers. With DBS’s experience and insights into evolving fashion trends, our partnership will provide customers with quality products, exceptional design, and great value across fashion and home categories.”

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Speaking on the transaction Bhawnish Suri, Founder, DBS said, “Divya and I founded DBS with an aim of creating a one-of-a-kind turnkey company offering customized design solutions. In our first phase, we have created a sturdy foundation for DBS, and this partnership will spur our next phase of growth.”

As part of this transaction, PDS will invest ₹21cr (US$2.6mn) in the new entity Pangram Brands Private Limited (“Pangram Brands"). The majority of the proceeds will be used for funding the growth plans of the company and to acquire the existing businesses of DBS. DBS currently has a strong order book and is aspiring to significantly fast pace its growth. The business of the DBS group will be consolidated under Pangram Brands, which will be renamed DBS Lifestyle (India) Private Limited.

Investec India and Maple Capital Advisors acted as financial advisors for PDS and DBS respectively.

About PDS Limited: (www.pdsmultinational.com)

PDS Limited is a global fashion infrastructure company offering product development, sourcing, manufacturing, and distribution for major brands and retailers worldwide. The Company operates a vast global network covering over 50 offices, 22 countries, with over 3,300 associates and 6,500 factory associates worldwide. The Company reported consolidated revenues of ₹8,828cr in fiscal 2021-22, an increase of 1.8x over the last five years. Further, Profit after tax has increased at a 5-year CAGR of 50%, with a ROCE of 38% in 2021-22.

The Company is listed on the BSE Ltd. (538730) and the National Stock Exchange of India Ltd (PDSMFL).

For more information contact:

Ishita Mookherjee Kiwishka Prasad (Corporate Communications) PDS Limited Concept Public Relations Tel: +91 9819838566 Tel: +91 7506861969 E-mail: ishita.mookherjee@pdsmultinational.com Email: kiwishka@conceptpr.in

DISCLAIMER:

Certain statements that are made in the Press Release may be forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties like significant changes in the economic environment in India and overseas, tax laws, inflation, litigation, etc. Actual results might differ substantially from those expressed or implied. PDS Limited. will not be in any way responsible for any action taken based on such statements and discussions and undertakes no obligation to publicly update these forward-looking statements to reflect subsequent events or circumstances.

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END-TO-END SERVICES FOR HOME & FASHION

DBS Lifestyle is a one-of-a-kind turnkey company servicing clients and brands globally since 2010.

Our Trend & Design Studio plus Sourcing business verticals collectively provide an end-to-end solution from design to manufacturing & warehouse delivery for the Home & Fashion industry.

Pangram Brands is our latest venture that specialises in creating global private brands that address specific customer needs & are retailed both through offline & online channels.

As a company, we aim to offer a unique combination of B2B, B2C & D2C services, all under one umbrella.

Bhawnish Suri Managing Director

A Fashion Design graduate from Parsons School of Design, New York & a B.Com. Hons. graduate from SRCC, New Delhi, Bhawnish founded the company in 2010. With 20+ years of industry experience, he gained strong creative and management credentials while working with companies like Polo Ralph Lauren and United Retail Inc. in New York.

Divya Suri Joint Managing Director

After getting her degree in Fashion Merchandising from Fashion Institute of Technology, New York, Divya started her career with Macys Merchandising Group. During her tenure, she worked to manage New Business Development where, she worked with pioneer global retailers before joining forces with Bhawnish and starting the company’s Textile Studio.

DIVYA & BHAWNISH SURI | www.dbslifestyle.com

MIND-TO-MARKET SERVICE MODEL

With strong capabilities in design, product development & sourcing, we provide end-to-end services to our clients – from concept till delivery.

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* While we have end-to-end capabilities, we also offer services in-parts depending on the client’s requirement.

G L O B A L P R E S E N C E

Client Base | We serve 200+ Fashion & 150+ Home clients globally across 15 countries in 3 continents. Our international clients spread across the US,

WE DESIGN FOR THE WORLD | WE SERVE EVERYWHERE

Canada, UK, Australia, Ireland, France, Italy, Spain, Germany, Belgium, Netherlands, Turkey, Russia, Japan, China, & South Korea.

In India, we work with some of the biggest names in the Home & Fashion industry both for the offline and online channel.

Agent Network | To serve our clients better and to stay closely connected with them, we work with a global network of agents.

Our agents based across North America, Europe and Asia provide sales support and also keep us abreast with emerging customer trends in these markets.

Our Client Base & Agent Network

International Studio | In 2019, we acquired Giacomo Barzaghi, one of the oldest and most reputed design studios based in Como, Italy established in 1978.

We added 100+ new clients to our client base and also expanded our design library with an additional 3,000+ designs. Through our international acquisition, we now serve our clients in Europe & the UK directly.

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B U S I N E S S V E R T I C A L S

DBS Lifestyle comprises of 3 business verticals, each with their specific domain expertise. Our teams across all the verticals work seamlessly to deliver the best of service & product to our clients & customers.

B2B - DaaS & IP

B2B - Sourcing Services

B2B, B2C & D2C Brands

• § Design services across various categories of Fashion & Home

• § Powering business of leading e-commerce, large format retailers & independent brands through design services

• § Largest global private library of 20,000+ original textile designs

• § Sourcing services with a dual operating model that caters to client-specific needs

• § Offering seamless extended service to optimize the entire value chain

• § The company takes on complete operational responsibility & provides seamless manufacturing services

• § Private brands targeting specific consumer needs

• § In-house design & sourcing capabilities allows launch of brands to market at low incremental cost

• § Already launched 3 brands & more brands in the pipeline

O N L I N E T E X T I L E S H O P, I P A S S E T S & T R E N D S E R V I C E S

With IP assets of 20,000+ original textile designs, we are one of the largest privately-owned textile design libraries globally. Our online shop www.shopdesigns.dbslifestyle.com offers these designs, with customization features to our B2B customers. Also, through our trend service 52/52, we curate & deliver a brand new trend capsule every week, directly to our client’s inbox.

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C O M P E T E T I V E A D VA N TA G E

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Industry First

India’s first & only full service company for the Home & Fashion industry.

Nimble Cost Model

With a well established setup, we are geared to scale up quickly at low incremental costs.

Design Strength Design thinking & problem-solving is at the heart of our company.

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Team of Specialists We have curated the best talent from top Indian and international organizations.

Best-in-Class Infrastructure Complete pre-production in-house setup with world class systems and machinery.

Global Network Our global reach gives us access to the latest and best resources in the industry.

G R O W T H T R A J E C T O RY

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----- Start of picture text ----- Amounts in INR Mn----- End of picture text -----

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----- Start of picture text ----- 700+ 50+1648679PFY LFY NTM PFY LFY NTM(Actual) (Actual) (Target) (Actual) (Actual) (Target)Revenue EBITDA1.4x2.1x4.3x6.3x----- End of picture text -----

With strong orderbook, availability of capital and access to PDS network, company is aspiring to significantly fast pace its performance post transaction creating a win-win for all stakeholders

Notes:

1. PFY refers to previous financial year ended on March 21 and LFY refers to last financial year ended on March 22. NTM refers to estimates for next 12 months period from the date of transaction 2) Pro forma consolidated figures for DBS Lifestyle LLP and Suri Overseas Pvt Ltd