PDS LIMITED — Capital/Financing Update 2022

May 10, 2022

PDSL/SE/2022-23/122

May 10, 2022

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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: 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 one of the Subsidiary, Recovered Clothing Limited, incorporated under the laws of England and Wales, has entered into Share Purchase Agreement dated May 9, 2022 with Mr. David Charles Colwill to acquire shares of Sunny Up Limited, a company incorporated under the laws of England and Wales.

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

Encl.: As above

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

Annexure A

Disclosure for the proposed acquisition by a Subsidiary of the Company, Recovered Clothing Limited

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DISCLOSURES PURSUANT TO SEBI CIRCULAR CIR/CFD/CMD/4/2015 DATED 9THSEPTEMBER, 2015Annexure ADisclosure for the proposed acquisition by a Subsidiary of the Company, Recovered Clothing LimitedSl.No.Particulars in respect of the EventDetails/Information of the Event1Name of the target entity, details in briefsuch as size, turnover etc.Sunny Up LimitedSize:Issued and Paid-up Capital ofGBP 100 Ordinary Shares of GBP 0.01 eachandGBP 25 Ordinary A Shares of GBP 0.01 each.Turnover: GBP 1.38 Mn (October 2020)2Whether 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”No3Industry to which the entity being acquiredSunny up is a Contemporary Fashion
	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.	Sunny Up LimitedSize:Issued and Paid-up Capital ofGBP 100 Ordinary Shares of GBP 0.01 eachandGBP 25 Ordinary A Shares of GBP 0.01 each.Turnover: GBP 1.38 Mn (October 2020)
	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 acquired	Sunny up is a Contemporary Fashion
		belongs.	DesignandDistributionCompanySpecialising in Brand Development andMarketing.
	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)	Sunny Up has license of a well-knownbrand Stan Ray and other distributionrights which will enhance our portfolio andimprove our offering to the customers.
	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 September 30, 2022
	7	Nature of Consideration	Cash Consideration

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8	Cost of acquisition or the price at which theshares are acquired.	GBP 1,062,500Price of Shares:GBP 0.01 Per Share (Face Value) andGBP 10,624.99 per share premium
9	Percentage of shareholding / controlacquired and / or number of sharesacquired.	100% shareholding consisting of 100Ordinary Shares of GBP 0.01 each.
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.	Sunny Up Ltd., a company incorporatedand registered in England and Wales withcompanynumber09285991,whoseregistered office is at Unit 1 ChivenorBusiness Park, Barnstaple, Devon, UnitedKingdom, EX31 4AY.The Company has been incorporated in UKon October 29, 2014.Disclosure of turnover for last 3 (three)years:October 2020: GBP 1.38 MnOctober 2019: GBP 1.11 MnOctober 2018: GBP 0.74 MnCountries of presence: UK and EU

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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