PDS LIMITED — Capital/Financing Update 2025

Apr 9, 2025

April 9, 2025

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PDS/SE/2025-26/03

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 - INE111Q01021

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

Dear Sir/ Madam,

In accordance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (" SEBI Listing Regulations "), we wish to inform you that the Company has entered into a Share Subscription and Purchase Agreement ( “SSPA” ) on April 9, 2025, with Aapt Outsourcing Solutions Private Limited, a wholly owned subsidiary of Mynd Integrated Solutions Private Limited for the divestment of its entire stake in Digital Ecom Techno Private Limited ( “Digital Ecom” ), an associate of the Company. Following the completion of the share transfer, Digital Ecom will no longer be considered an associate of the Company.

We would like to highlight that this transaction will not have any material impact on the Company’s financial position.

The required disclosure, as per Schedule III of the SEBI Listing Regulations and SEBI Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, read with SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/25 dated February 25, 2025, is enclosed herewith as Annexure I.

We request you to kindly take the above information on record and disseminate it to the stakeholders of the Company.

Thanking you,

Yours faithfully,

for PDS Limited

ABHISHEKH Digitally signed by ABHISHEKH KANOI KANOI Date: 2025.04.09 18:17:33 +05'30' Abhishekh Kanoi Head of Legal & Company Secretary ICSI Membership No.: F-9530

Encl.: a/a

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Annexure I

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DISCLOSURES PURSUANT TO SEBI/HO/CFD/PoD2/CIR/P/0155DATED NOVEMBER 11, 2024 read with SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/25 dated February 25, 2025,

DISINVESTMENT OF THE EXISTING STAKE IN DIGITAL ECOM TECHNO PRIVATE LIMITED

1	Name of the entity whose stakes are being sold	Digital Ecom Techno Private Limited (‘Digital Ecom’)
2	Shares held by	PDS Limited holds: a. 26,62,445 Equity Shares constituting 42.14% of the total Equity Share Capital ofDigital Ecom. b. 10,03,200 0.01% Optionally Convertible Redeemable Preference Shares (‘OCRPS’) constituting 100% of the total Preference Share Capital ofDigital Ecom.
3	The amount and percentage of the turnover or revenue or income and net worth contributed by such unit or division or undertaking or subsidiary or associate company of the listed entity during the last financial year	Turnover: ₹ 486.86 Lakhs Percentage of Consolidated Turnover: Not Applicable since Digital Ecom is an Associate of the Company. Net worth: ₹ 52.98 Lakhs Percentage of Consolidated Networth: 0.05%
4	Date on which the agreement for sale has been entered into	April 9, 2025
5	The expected date of completion of sale/disposal;	Within 365 days of signing the Share Subscription and Purchase Agreement.
6	Consideration received from such sale/disposal;	₹2,26,30,782.50/- in one or more tranche towards sale of Equity Shares by the Company to Aapt Outsourcing Solutions Private Limited (‘AOSL’), a wholly owned subsidiary of Mynd Integrated Solutions Private Limited (‘Mynd’). Further, the transaction also includes the following: a. Redemption of OCRPS held by the Company at face value of ₹10/- each aggregating to ₹1,00,32,000/- b. Assignment of trademark and domain ‘Qandle’ and ‘www.qandle.com’ to Mynd for the total consideration of ₹5,52,00,000/-

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		The above aggregates to: ₹8,78,62,782.50/- [₹87.86 Mn]
7	Brief details of buyers and whether any of the buyers belong to the promoter/ promoter group/group companies. If yes, details thereof;	Name: Aapt Outsourcing Solutions Private Limited (CIN: U72200DL2008PTC180415) Address: F-83 East of Kailash, South Delhi, New Delhi, Delhi, India, 110065 The Buyer is not related to Promoter/ Promoter Group/ Group Companies.
8	Whether the transaction would fall within related party transactions? If yes, whether the same is done at “arm’s length”;	No.
9	Whether the sale, lease or disposal of the undertaking is outside Scheme of Arrangement? If yes, details of the same include compliance with regulation 37A of SEBI LODR Regulations.	No.
10	Additionally, in case of a slump sale, indicative disclosures provided for amalgamation/merger, shall be disclosed by the listed entity with respect to such slump sale.	Not Applicable

for PDS Limited

ABHISHEKH Digitally signed by ABHISHEKH KANOI KANOI Date: 2025.04.09 18:17:54 +05'30' Abhishekh Kanoi Head of Legal & Company Secretary ICSI Membership No.: F-9530

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