PDS LIMITED — Capital/Financing Update 2022

Oct 14, 2022

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PDS/SE/2022‐23/170

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: Intimation of Acquisition under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Dear Sir/ Madam,

Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we would like to inform you that the Company has entered into Shareholders Agreement/Share Subscription Agreement with Pangram Brands Private Limited, a private limited company incorporated under the provisions of laws of India.

The additional details in relation to the said acquisition as required pursuant to SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015, is enclosed herewith as Annexure‐A.

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) ABHISHE Digitally signed by ABHISHEKH KANOI KH KANOI Date: 2022.10.14 15:10:01 +05'30'

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

Encl.: As Above

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Annexure A

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DISCLOSURES PURSUANT TO SEBI CIRCULAR CIR/CFD/CMD/4/2015 DATED 9[TH] SEPTEMBER, 2015

Disclosure for the proposed acquisition 51% Equity Shares of Pangram Brands Private Limited

Sl.No.	Particulars in respect of the Event	Details/Information of the Event
1	Name of the target entity, details in briefsuch as size, turnover etc.	Pangram Brands Private Limited (Pangram)Size: Issued and Paid‐up Capital of Rs. 1 Lakh.Turnover: Nil
2	Whether the acquisition would fall withinrelated party transaction(s) and whetherthe promoter/ promoter group/ groupcompanies have any interest in the entitybeing acquired? If yes, nature of interestand details thereof and whether the sameis done at “arm’s length”	No
3	Industry to which the entity being acquiredbelongs.	Apparel Industry
4	Objects and effects of acquisition.(including but not limited to, disclosure ofreasons for acquisition of target entity, if itsbusiness is outside the main line ofbusiness of the listed entity)	Prior to the acquisition, Pangram Brands Pvt Ltdwill consolidate the businesses of DBS LifestyleLLP (DBS) and Suri Overseas Pvt Ltd (SOPL).DBS , founded by Divya Suri and Bhawnish Suri,is a design‐led company catering to fashion andhome categories. It owns over 20,000 originaltextile designs and patterns and adds nearly2500 artworks and samples to its library everymonth. Its Trend & Design Studio plus Sourcingbusiness verticals collectively offer end‐to‐endsolutions from design, product development,and manufacturing to warehouse delivery. Italso creates private brands for leading onlineand offline retailers, including RIVER – a multi‐designer brand for Amazon Fashion. DBS servesover 200 fashion and 150+ home clientsglobally along with leading brands, retailers,and key e‐commerce players in India.PDS aims to strengthen its design capabilitiesfor global clients and gains access to leadingretailers and brands, enabling it to furtherpenetrate the fashion and home categories inthe Indian market.

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5	Brief details of any governmental orregulatory approvals required for theacquisition.	No governmental or regulatory approvalrequired.
6	Indicative time period for completion ofthe acquisition.	On or before 30 days from the execution oftransaction documents
7	Nature of Consideration	Cash Consideration
8	Cost of acquisition or the price at which theshares are acquired.	Rs. 21,00,00,000/‐ (Rupees Twenty One Croresonly) for 51% equity stake. Most of the fundingwill be used for funding the growth plans ofPangram post consolidation of businesses fromDBS and SOPL.
9	Percentage of shareholding / controlacquired and / or number of sharesacquired.	Acquisition of 51% equity shares in PangramBrands Private Limited.
10	Brief background about the entity acquiredin terms of products/line of businessacquired, date of incorporation, history oflast 3 years turnover, country in which theacquired entity has presence and any othersignificant information.	Pangram has been incorporated under theIndian Companies Act, 2013 and is engaged inthe business of manufacturers, traders, agents,wholesalers, retailers, e‐commerce business indealing all kinds of readymade garments.Pangram has been incorporated in India onNovember 5, 2021, hence disclosure ofturnover for last 3 (three) years is notapplicable. On a pro forma basis, theconsolidated business (including DBS and SOPL)had turnover of Rs. 6.6cr, Rs. 7.9cr and Rs.16.4cr for FY ending on March 2020, March2021 and March 2022 respectively.

Thanking you,

Yours faithfully, for PDS Limited

(Erstwhile PDS Multinational Fashions Limited)

ABHISHEK Digitally signed by ABHISHEKH KANOI H KANOI Date: 2022.10.14 15:14:48 +05'30'

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

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