PDS LIMITED — Capital/Financing Update 2022

Jun 1, 2022

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PDSL/SE/2022‐23/137

June 1, 2022

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

Re: ISIN ‐ INE111Q01013

Sub: Outcome of Board Meeting

Dear Sir/ Madam,

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, this is to inform you that the Board of Directors of the Company at its Meeting held today, i.e., June 1, 2022, has inter‐alia considered and approved the following, subject to the statutory (including shareholders’ approval) and regulatory approvals, as applicable:

1. The split/ sub‐division of 1 Equity share of the Company having Face Value of ₹10/‐ each into 5 (Five) Equity Shares having Face Value of ₹2/‐ each. The Record Date for the split/ sub‐division of Equity Shares shall be decided by the Board and will be intimated to the Stock Exchanges in due course.

The Press Release titled ‘ PDS Limited’s Board Approved 5:1 stock split ’ is enclosed herewith as Annexure A for your kind reference.

The detailed disclosure as required under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations. 2015 [‘ SEBI Listing Regulation ’] read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015 is enclosed herewith as Annexure B for your kind reference.

1. Amendments in the Memorandum of Association of the Company in Authorized Share Capital clause from the present ₹28,00,00,000/‐ (Rupees Twenty‐Eight Crores) divided into 2,80,00,000 (Two Crore Eighty Lakhs) Equity Shares of face value of ₹10/‐ (Rupees Ten) each. to 14,00,00,000 (Fourteen Crore) Equity Shares of face value of ₹2/‐ (Rupees Two) each.

2. Convening of 11[th] Annual General Meeting (‘ AGM ’) of the Company on Friday, 29[th] July, 2022, at 02:30 p.m. (IST) through Video Conference or Other Audio Visual Means.

3. With reference to letter number PDSL/SE/2022‐23/125 dated May 16, 2022, the Company had declared a dividend of ₹23.85 per Share (Rupees Twenty‐Three and Eighty‐Five Paise Only) per Equity Share of the Face Value of ₹10/‐ (Rupees Ten Only) each for the financial year ended March 31, 2022, subject to approval of the shareholders at the ensuing Annual General Meeting of the Company.

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In this regard, pursuant to Regulation 42 of SEBI Listing Regulation, Register of Members & Share Transfer Books of the Company will remain closed for the purpose of payment of dividend and AGM, subject to TDS, if approved by the shareholders at the ensuing AGM from:

Type of Security	Book Closure (both days inclusive)	Book Closure (both days inclusive)	Cut‐off / Record Date	Purpose
	From	To
Equity Shares	July 23, 2022	July 29, 2022	July 22, 2022	Payment of Dividend and AGM

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

Thanking you,

Yours faithfully, for PDS Limited (Erstwhile PDS Multinational Fashions Limited) - �J Abhishekh Kanoi Head of Legal & Company Secretary ICSI Membership No.: F‐9530

Encl.: As Above

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Annexure-A

PDS Limited’s Board Approved 5:1 stock split

1[st] June 2022: PDS Limited (“the Company”/ “PDS”) is a design-led sourcing, manufacturing & supply chain platform catering to leading brands and retailers globally with a presence in over 22 countries.

The Board of Directors of the Company today has approved the subdivision of the Company’s equity shares in the ratio of 5 (five) shares for every 1 (one) equity share, subject to the approval of the shareholders. The Company currently has 26,096,724 equity shares with a face value of ₹10 per equity share, translating into a paid-up capital of ₹ 260,967,240. After the split, the Company will have 130,483,620 equity shares with a face value of ₹2 per equity share.

The stock split is subject to the approval of the shareholders in the ensuing Annual General Meeting, which is scheduled on 29th July 2022. The record date for the said stock split will be announced at a later date.

Post the subdivision of equity shares the existing shareholders will be issued 5 (five) new shares for every 1 (one) equity share. The aim is to improve the liquidity of the equity shares in the stock market, encourage wider investor participation and make share price more affordable for small retail investors.

In FY 22, the Company reported revenues +US$1 billion. In line with the dividend distribution policy, the Company declared a 238% dividend of ₹23.85 per share, translating into a 25% EPS payout, subject to the approval of the shareholders.

About PDS Limited: (www.pdsmultinational.com)

PDS Limited ( erstwhile PDS Multinational Fashions Limited ) operates an integrated design-led platform offering product development, sourcing, virtual manufacturing, and distribution for major brands and retailers worldwide. The Company operates a vast global network covering 50 offices, 22 countries, and over 3,300 employees and 5,800 associates & factory workers worldwide. The Company is listed on the BSE Ltd. (538730) and the National Stock Exchange of India Ltd (PDSL).

For more information contact:

Ishita Mookherjee (Corporate Communications)

PDS Limited Tel: +91 9819838566 E-mail: ishita.mookherjee@pdsmultinational.com

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DISCLAIMER:

Certain statements that are made in the Press Release may be forward-looking statements. Such forwardlooking 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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Annexure‐B

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

Sl. No.	Particulars		Details	Details	Details
1	Split/ Sub‐division Ratio		The Board considered and approved the split/ sub‐division of 1 Equity Share having Face Value of ₹10/‐ each into 5 (Five) Equity Shares having Face Value of ₹2/‐ each, subject to the Statutory and regulatory approval, as applicable.
2	Rationale behind the split/ sub‐ division		Rationale behind Split/ Sub‐division are: a. to enhance the liquidity in the capital market; b. to widen shareholder base; c. to make the shares more affordable to small investors.
3	Pre and post share capital and number of shares of each class – authorized, paid‐up and subscribed			PRE‐SPLIT No. of Shares Amount (in INR) 2,80,00,000 (Two Crore Eighty Lakhs) Equity Shares of ₹10/‐ (Rupees Ten) each ₹28,00,00,000.00 (Rupees Twenty‐Eight Crores Only) 2,60,96,724 (Two Crore Sixty Lakhs Ninety‐Six Thousand Seven Hundred and Twenty‐Four Only) Equity Shares of ₹10/‐ (Rupees Ten) each ₹26,09,67,240.00 (Rupees Twenty‐Six Crore Nine Lakhs Sixty‐Seven Thousand Two Hundred and Forty Only) POST ‐SPLIT No. of Shares Amount (in INR) 14,00,00,000 (Fourteen Crores) Equity Shares of ₹2/‐ (Rupees Two) each ₹28,00,00,000.00 (Rupees Twenty‐Eight Crores Only) 13,04,83,620 (Thirteen Crore Four Lakh Eighty‐Three Thousand Six Hundred and Twenty Only) Equity Shares of ₹2/‐ (Rupees Two) each ₹26,09,67,240.00 (Rupees Twenty‐Six Crore Nine Lakhs Sixty‐Seven Thousand Two Hundred and Forty Only)
			Share Capital	PRE‐SPLIT
				No. of Shares	Amount (in INR)
			Authorized Share Capital	2,80,00,000 (Two Crore Eighty Lakhs) Equity Shares of ₹10/‐ (Rupees Ten) each	₹28,00,00,000.00 (Rupees Twenty‐Eight Crores Only)
			Issued, Paid‐Up & Subscribed Share Capital	2,60,96,724 (Two Crore Sixty Lakhs Ninety‐Six Thousand Seven Hundred and Twenty‐Four Only) Equity Shares of ₹10/‐ (Rupees Ten) each	₹26,09,67,240.00 (Rupees Twenty‐Six Crore Nine Lakhs Sixty‐Seven Thousand Two Hundred and Forty Only)
			Share Capital	POST ‐SPLIT
				No. of Shares	Amount (in INR)
			Authorized Share Capital	14,00,00,000 (Fourteen Crores) Equity Shares of ₹2/‐ (Rupees Two) each	₹28,00,00,000.00 (Rupees Twenty‐Eight Crores Only)
			Issued, Paid‐Up & Subscribed Share Capital	13,04,83,620 (Thirteen Crore Four Lakh Eighty‐Three Thousand Six Hundred and Twenty Only) Equity Shares of ₹2/‐ (Rupees Two) each	₹26,09,67,240.00 (Rupees Twenty‐Six Crore Nine Lakhs Sixty‐Seven Thousand Two Hundred and Forty Only)

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4	Expected time of completion.	Within 3 months from the date of Shareholders’ Approval
5	Class of shares which are consolidated or subdivided	Equity Shares
6	Number of Shares of each class pre and post Split	As detailed in Point 3 above
7	Number of shareholders who did not get any shares in consolidation and their pre‐ consolidation shareholding	Not Applicable

for PDS Limited (Erstwhile PDS Multinational Fashions Limited) - �J Abhishekh Kanoi Head of Legal & Company Secretary ICSI Membership No.: F‐9530

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