The Board of Directors of your Company (“Board”) are pleased to present the 14^th Annual Report together with the Annual Audited
Standalone and Consolidated Financial Statements on the business and operations of the Company for the financial year ended
March 31, 2025.

FINANCIAL HIGHLIGHTS

FINANCIAL PERFORMANCE & THE STATE OF
COMPANY AFFAIRS

FINANCIAL PERFORMANCE

Consolidated

The revenue from operations of the Company for financial
year ended March 31, 2025, is H 12,57,798.85 Lakhs as against
H 10,37,264.96 Lakhs in the previous year. The Consolidated
Profit after Tax for financial year ended March 31, 2025 is H
24,137.48 Lakhs as compared to H 20,268.08 Lakhs in the
previous year, mainly due to lower realization of sales and
increase of employee cost and other expenses.

Standalone

The revenue from operations of the Company stood at
H 45,567.10 Lakhs for financial year ended March 31, 2025 as
against H 62,541.97 Lakhs in the previous year. The Company
reported a Profit after Tax of H 7,274.75 Lakhs for financial year
ended March 31, 2025 as compared to H 7,907.96 Lakhs in the
previous year mainly due to increase of employee cost and
other expenses.

Detailed information on the affairs of the Company has been
covered under 'Management Discussion & Analysis', forming
part of this Annual Report.

Details of the Company's annual financial performance as
published on the Company's website and presented during the

Analysts' Meet, after declaration of the annual results, can be
accessed using the following link: https://pdsltd.com/investors/
financial reports/#investor-updates-and-call-transcripts.

No material changes and commitments have occurred after
the close of the year under review till the date of this Report,
which can affect financial position of the Company.

During the financial year, there have been no changes in the
nature of business of the Company.

FUND RAISED THROUGH QUALIFIED
INSTITUTIONAL PLACEMENT (QIP)

During the financial year, the Company successfully completed
its first equity raise since its listing in 2014, raising H43,000
lakhs through QIP in August 2024. The net proceeds from
the QIP are intended to be deployed towards the repayment
or prepayment, in full or in part, of certain borrowings by
the Company and/or its subsidiaries, as well as for potential
strategic unidentified acquisitions, other inorganic growth
initiatives, and general corporate purposes.

This capital infusion has further strengthened the Company's
robust capital structure, significantly enhanced its financial
flexibility, and positioned it well to accelerate the execution of
its long-term growth strategy.

AWARDS & RECOGNITION

During the financial year, the Company was certified as a
Great Place to Work® by GPTW (India) , received the WOW
Workplace Award by Jombay and Best Organisations for
Women 2025 by ET Edge.

INVESTOR RELATIONS

During the year under review, the Company continued
to actively engage with the investor community through
participation in various conferences and regular interactions
via in-person meetings, group meetings, and video/audio calls.
The senior leadership, including the Executive Vice Chairman,
Group Chief Executive Officer, Group Chief Financial Officer,
and Deputy Group Chief Financial Officer, dedicated time to
communicate the Company's performance, strategic direction,
capital allocation priorities, growth plans for emerging business
verticals, and key ESG initiatives. These engagements also served
to address queries and concerns raised by investors and analysts.

During the year. the Company hosted it's first Investor Day in
June 2024, which witnessed participation from the investor
community. The event featured presentations by senior
management and business vertical heads, providing insights into
the performance and roadmap of the Company's key verticals.
All key investor events during FY2024-25—including quarterly
earnings calls and analyst meet —were well attended.

The Company remains committed to ensuring transparency and
timely dissemination of material information, with all relevant
updates made available on its official website for the benefit of
all stakeholders.

B

DIVIDEND AND RESERVES

During the financial year, the Board at their meeting held on
October 29, 2024, declared interim dividend of H 1.65 (Rupee
One and Sixty-Five Paise) per equity share of face value of
H 2.00 each, i.e., 82.50%, which has been paid on November
25, 2024. Total outflow on account of interim dividend payout
amounted to H 2325.28 Lakhs.

Based on the Company's performance and overall financial
health of the Company for the financial year ended March
31, 2025, the Board has recommend, for approval of the
Shareholders, a final dividend of H 1.70 (Rupees One and Seventy
Paise) per equity share of face value of H 2.00 each, i.e., 85%.

The Board has recommended the final dividend based on
parameters laid down in the Dividend Distribution Policy. The
dividend shall be paid out of the profits of the financial year.

The said dividend, if approved by the Shareholders at the
ensuing Annual General Meeting ("AGM”) will be paid to those
Shareholders whose name appear on the register of Members
(including Beneficial Owners) of the Company as at the end of

Thursday, July 17, 2025. The said dividend, if approved by the
Shareholders, would involve a cash outflow of H 2402.77 Lakhs.

During the financial year under review, no profit was transferred
to the general reserve account.

In view of the applicable provisions of Income Tax Act,
1961, dividend paid or distributed by the Company shall be
taxable in the hands of the Shareholders. The Company
shall, accordingly, make payment of the final dividend after
deduction of tax at source.

Dividend Distribution Policy

Pursuant to Regulation 43A of the SEBI (Listing Obligations
& Disclosures Requirements) Regulations, 2015 ("SEBI
Listing Regulations"), the Board formulated a Dividend
Distribution Policy. The said policy is available on the
website of the Company at https://pdsltd.com/wp-content/
uploads/2023/06/Dividend-Distribution-Policy.pdf.

DEPOSITS

During the financial year, the Company has neither invited nor
accepted any deposits from the public within the meaning of
Section 73 of the Companies Act, 2013 ("the Act”) read with the
Companies (Acceptance of Deposits) Rules, 2014.

EMPLOYEE STOCK OPTION PLAN

During the financial year and pursuant to the applicable
provisions of the Act and SEBI (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021 ("SBEB Regulations”), the
Company has framed and instituted 4 (Four) Employee Benefits
Plans outlined below are designed to attract, retain, motivate
and reward employees while also enabling them to participate
in growth, development and success of the Company:

(a) PDS Limited - Employee Stock Option Plan
2021("PDS ESOP 2021”)

(b) PDS Limited - Employee Stock Option Plan 2021 - Plan A
("PDS ESOP 2021”)

(c) PDS Limited - Employees Stock Option Plan 2021 - Plan
B ("PDS ESOP PLAN B 2021”)

(d) PDS Limited - Phantom Stock Units Plan 2021
("PDS Phantom 2021”)

The Nomination and Remuneration Committee ('NRC')
administers all the Employee Benefits Plans mentioned above.

At the 13^th AGM held on July 26, 2024, shareholders approved
an increase in the loan amount to the PDS ESOP Trust from
H9,20,00,000 to H9,46,68,590. The loan is intended for the
subscription and/or purchase of the Company's equity shares
by the PDS ESOP Trust/Trustees, in one or more tranches,
within the limits prescribed under the PDS ESOP Plan B 2021
Scheme. The approved loan amount remains within the limits
prescribed under the Act.

The Plans are compliant with the provisions of Section 62 of
the Act and the SBEB Regulations. Details of the Schemes
have been provided in note no. 44 of the standalone financial
statements. AH the Plans adopted by the Company are available
on the website of the Company at https://pdsltd.com/investors/
corporate governance/#po[icies. The disclosure containing
the details of options granted, options vested, number of
shares allotted upon exercise of options, etc. as required under
the SBEB Regulations is given as Annexure 1 to this Report
and is also available on the website of the Company at https://
pdsltd.com/investors/financial reports/#annual-reports

A certificate issued by the Secretarial Auditor, certifying that
all ESOP Plans have been implemented in accordance with
SBEB Regulations and in accordance with the resolution(s)
passed by the Shareholders of the Company is made available
on the website of Company at https://pdsltd.com/investors/
corporate governance/ . The certificate will also be available
for electronic inspection by the members during the AGM
of the Company.

PDS INCENTIVE PLAN 2021

At the Extra-Ordinary General Meeting held on February 25,
2021, the Shareholders approved PDS Limited - PDS Value
Creation Incentive Plan 2021 ("PDS Incentive Plan 2021”) for
employees of the Company and its subsidiaries.

The PDS Incentive Plan 2021 aims to reward key employees
of the Company and its subsidiaries for their performance and
contributions in delivering strong returns and creating value for
Shareholders' investments. Additionally, it aims to incentivize
these employees to contribute to the Company's future growth
and profitability.

SHARE CAPTIAL

During the financial year, there has been no change in the
Authorized Share Capital of the Company, as at March 31,
2025, it remained at H50,00,00,000/- divided into 25,00,00,000
Equity Shares of H2/- (Rupees Two Only) each.

The Issued and Paid-up Share Capital of the Company
increased following the allotment of 13,92,856 equity shares
upon the exercise of an equal number of stock options by
employees of the Company and its subsidiaries, as well as the
allotment of 80,22,388 equity shares through a QIP fund raise.

The details of changes in the Issued and Paid-up Share Capital
during the year are given below:

During the financial year, the Company has not issued any
debentures, bonds or non-convertible securities.

CREDIT RATING

During the financial year under review, the Company has no
outstanding instruments for which the credit rating needs
to be obtained.

INTERNAL FINANCIAL CONTROL SYSTEMS AND
IT'S ADEQUACY

Financial Statements of the Company comply with the Ind AS
specified under Section 133 of the Act.

The Company has put in place adequate internal controls with
reference to accuracy and completeness of the accounting
records and timely preparation of reliable financial information,
commensurate with the size, scale and complexity of operations
and ensures compliance with various policies and statutes in
keeping with the organization's pace of growth, increasing
complexity of operations, prevention and detection of frauds
and errors. The design and effectiveness of key controls were
tested and no material weaknesses were observed. The Audit
Committee reviews and evaluates the adequacy of internal
financial control and risk management systems, periodically.
Efficacy of Internal control systems are tested periodically by
Internal Auditors and regular reviews by the management, and
Internal Control over financial reporting is tested and certified
by the Statutory Auditors.

The Board also reviews the internal processes, systems and
the internal financial controls and accordingly, the Directors'
Responsibility Statement contains confirmation as regards
to adequacy of the internal financial controls. Assurance on
the effectiveness of Internal Financial Controls is obtained
through management reviews, self-assessment, continuous
monitoring by functional heads as well as testing of the internal
financial control systems during the course of audits. We
believe that these systems provide reasonable assurance that
our internal financial controls are designed adequately and are
operating as intended.

Information on the Internal Control Systems and its adequacy
has been covered under the Management Discussion &
Analysis, forming part of this Annual Report.

During the financial year under review and based on the
presentation made by the Statutory Auditors no material or
serious observation has been highlighted for inefficiency or
inadequacy of such controls.

Compliance Management

To ensure compliance with all the applicable laws, we
have rolled out a strong and robust digital compliance
tool. A comprehensive compliance checklist prepared by
an independent agency, has been developed to outline all
applicable requirements. Each item is mapped to a designated
compliance owner responsible for confirming adherence
to ensure that the compliances are completed within the
defined timelines, automated email reminders are sent to the
individual owners to comply with the requirements within
stipulated timelines.

The respective heads of departments are required to certify
the compliance mapped to their function for onwards
submission to the Board in a summarized form along with
legal and regulatory update. To ensure comprehensiveness,
periodic audits of the compliance tool are conducted by
the management and corrective actions are taken to ensure
strict adherence.

Additionally, an independent agency periodically updates the
checklist either on a periodic basis or in response to specific
events, in order to ensure completeness.

SUBSIDIARY, JOINT VENTURES AND ASSOCIATE
COMPANIES

The Company has several subsidiaries, joint ventures and
associates spread across the globe. As on March 31, 2025, the
Company had 142 subsidiaries, 5 Joint Ventures, 5 Associates
and 1 Controlled Trust. Details regarding change in subsidiaries,
associates and joint venture companies are set out in Note 2 of
the Consolidated Financial Statements.

The Companies which were newly added or ceased to be subsidiaries / associate / joint ventures during the financial year
are as follows:

Entities Incorporated/ acquired

Entities Dissolved/ Liquidated / Disposed Off

Entities Merged

The Consolidated Financial Statements of the Company have
been prepared in accordance with Section 129(3) of the Act
and Regulation 34 of the SEBI Listing Regulations and form part
of this Annual Report. A statement containing salient features
of the Financial Statements of subsidiaries, joint ventures and
associate companies are stated in the prescribed Form AOC-
1 which is attached as Annexure 2, which forms part of the
Annual Report. The statement also provides details of the
performance and financial position of each of the subsidiaries,
joint ventures and associates. The consolidated financial

statements presented in this Annual Report include financial
performance and financial position of the subsidiaries, joint
ventures and associate companies.

The details of the material subsidiaries of the Company are
provided in the Report on Corporate Governance, which forms
part of this Annual Report. The policy for determining material
subsidiaries of the Company is available on the Company's
website at https://pdsltd.com/investors/corporate
governance/#po[icies.

BOARD OF DIRECTORS & KEY MANAGERIAL
PERSONNEL

Directors

Non-Executive & Non-Independent Directors

During the financial year, Mrs. Paye! Seth (DIN: 00003035)
has tendered her resignation as Non-Executive and Non¬
Independent Director on October 29, 2024, effective at the
close of business hours on March 31, 2025, due to her other
pre-occupations and personal commitments.

Based on the recommendations of the NRC and the Board of
Directors, the members approved, through a postal ballot on
April 30, 2025, the continuation of directorship of Dr. Deepak
Kumar Seth (DIN: 00003021) as the Non-Executive Non¬
Independent Director of the Company, beyond the age of 75
(Seventy-Five) Years.

As on the date of this report, Dr. Deepak Kumar Seth - Chairman,
Mr. Parth Gandhi and Ms. Yael Gairola are the Non-Executive
& Non-Independent Directors of the Company, who are liable
to retire by rotation.

Executive Director

As on the date of this report, Mr. Pallak Seth is the Executive
Director Vice-Chairman of the Company.

In accordance with the provisions of the Act and the Articles of
Association of the Company, Mr. Pallak Seth, is liable to retire by
rotation at the ensuing 14^th AGM and being eligible, has offered
himself for re-appointment. On the recommendation of the
NRC, the Board of Directors recommends his re-appointment
as Director, liable to retire by rotation. The said re-appointment
is subject to the approval of members at the ensuing AGM.

Independent Directors

During the financial year, Mr. Mungo Park
(DIN: 09390792) resigned as Independent

Director on October 29, 2024, effective at the

close of business hours on March 31, 2025, due to his other
pre-occupations and personal commitments. He has also
confirmed that there is no material reason for his resignation
other than those mentioned above, which was intimated to the
Stock Exchanges.

Based on the performance evaluation and considering the
expertise, skills, strategic insights, constructive challenge to
viewpoints, deep understanding of the Company's business
operations, and awareness of industry and global trends, the
Nomination & Remuneration Committee and the Board of
Directors have recommended to the members of the Company
the re-appointment of Ms. Sandra Campos as Independent
Director of the Company for a second term of 2 (two) years
w.e.f. November 28, 2025 to November 27, 2027 (both days
inclusive). The proposal for re-appointment of Ms. Sandra is
included in the notice of the ensuing AGM for the approval
of the Members.

As on the date of this report, Mr. Nishant Parikh, Mr. B G
Srinivas, Mr. Robert Sinclair and Ms. Sandra Campos are the
Independent Directors of the Company.

All the Directors of the Company have confirmed that they
are not disqualified to act as Director in terms of Section
164 of the Act.

In the opinion of the Board, all the directors, including the
directors appointed/ re-appointed during the year, possess the
requisite qualifications, experience, expertise, proficiency and
hold high standards of integrity.

Key Managerial Personnel

As on March 31, 2025, Mr. Sanjay Jain, Group Chief Executive
Officer, Mr. Rahul Ahuja, Group Chief Financial Officer
and Mr. Abhishekh Kanoi, Head of Legal & Group Company
Secretary are Key Managerial Personnel of the Company in
accordance with the provisions of Section 2(51) read with
Section 203 of the Act.

Declaration by Independent Directors

All Independent Directors of the Company have given requisite
declarations confirming that (i) they meet the criteria of
independence as laid down under Section 149(6) of the Act
along with Rules framed thereunder and Regulation 16(1) (b)
of the SEBI Listing Regulations; (ii) continue to comply with the
Code of Conduct of the Company as applicable to the Board
and Senior Managerial Personnel, and Code of Conduct laid
down under Schedule IV of the Act; and (iii) that they are not
aware of any circumstance or situation, which exists or may be
reasonably anticipated, that could impair or impact their ability
to discharge their duties with impartial and unbiased judgment
and without any external influence.

The Independent Directors have further confirmed that
they have registered themselves with the Independent
Directors Database maintained by the Indian Institute of
Corporate Affairs, in accordance with Section 150 read with
Rule 6 of the Companies (Appointment and Qualification of
Directors) Rules, 2014, and that they continue to hold valid
registration certificates.

Board Meetings

During the year under review, 10 (ten) Meetings of the Board
were held. A detailed update on the Board, its composition,
governance of committees, number of Board and Committee
meetings held during financial year under review and attendance
of the Directors thereat, is provided in the Report on Corporate
Governance, which forms part of this Annual Report.

Compliance with Secretarial Standards

The Company has complied with the applicable Secretarial
Standards, i.e. SS-1 and SS-2, on the 'Meetings of the Board of
Directors' and 'General Meetings', respectively.

Constitution of various Committees

The Board has constituted the following Committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders' Relationship Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

During the financial year, all recommendations made by the
Committees of the Board, including the Audit Committee,
were accepted by the Board.

Policies on the appointment of Directors and their
Remuneration

The Board recognizes the importance of having a diversified
board, viz. constructive discussion, better decision making and
long-term value creation for all Stakeholders. In order to ensure
diversity, standardize the process of selection of an individual
at the Board or Senior Management level and pursuant to the
provisions of Section 178 of the Act read with Regulation 19 of
the SEBI Listing Regulations, the Company has formulated and
adopted a Nomination & Remuneration Policy on appointment
and remuneration of Directors, Senior Management and
Key Managerial Personnel including criteria for determining
qualifications, positive attributes, independence of a director
and other matters. The Nomination and Remuneration
Policy is available on the website of the Company https://
pdsltd.com/wp-content/uploads/2022/07/Nomination-and-
Remuneration-Policy.pdf.

We affirm that the remuneration paid to the Directors are as
per the terms laid out in the Nomination and Remuneration
Policy of the Company.

Policies

The Board, from time to time, has framed and revised various
Polices as per the applicable acts, rules, regulations and
standards for better governance and administration of your
Company. The Policies are made available on the website of
the Company at https://pdsltd.com/investors/corporate
governance/#policies.

Annual Evaluation by the Board

NRC, in consultation with the Board, has formulated robust
framework for evaluation of performance of the Board, its
committees, individual directors including the Chairperson
of the Company keeping in view the board practices. The
evaluation process for the financial year under review
involved circulating customized questionnaires tailored
to the industry in which Company operates, analyzing the
responses received, and presenting a summary to the Board
and respective committees. All the Directors participated in the
evaluation process.

The result of evaluation was discussed in the respective
committee meetings. Recommendations arising from the
evaluation process were considered by the Board and the
committees to optimize its effectiveness.

A detailed disclosure on the framework of Board Evaluation
including outcome and action plan has been provided in the
Report on Corporate Governance.

Familiarization Programmes

The Company has adopted a structured induction programme
for orientation and training of Directors at the time of their
joining to provide them with an opportunity to familiarize
themselves with the Company, its management, its operations,
and the industry in which the Company operates.

A note on the adopted structured induction programme, along
with a description of the ongoing and other than ongoing
programmes conducted for orientation and training of the
Directors is provided in the report on Corporate Governance,
which forms part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with Section 134(5) of the
Act, the Board has confirmed that:

a. the applicable Accounting Standards had been followed
in the preparation of the annual accounts along with
proper explanation relating to material departures;

b. such accounting policies have been selected and applied
consistently and such judgments and estimates have
been made that are reasonable and prudent so as to give
a true and fair view of the state of affairs and that of the
profit of the Company at the end of the financial year;

c. proper and sufficient care has been taken for the
maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding
the assets of the Company and for preventing and
detecting fraud and other irregularities;

d. the annual accounts have been prepared on a
going concern basis;

e. the proper internal financial controls were in place and
that such internal financial controls are adequate and
were operating effectively; and

f. the system to ensure compliance with the provisions of
all applicable laws were in place and that such systems
were adequate and operating effectively.

AUDITORS AND AUDITOR'S REPORT

Statutory Auditors and Auditor's Report

As per Section 139 of the Act and the Rules framed thereunder,
M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm

Registration Number: 001076N/ N500013), were appointed
as Statutory Auditors of the Company at the 8^th AGM held on
November 13, 2019, to hold office from the conclusion of the
13^th AGM till the conclusion of the 18^th AGM. The Statutory
Auditors have confirmed that they continue to remain eligible
to act as the Statutory Auditors of the Company.

There are no qualifications, reservations, adverse remarks
or disclaimers made by the Statutory Auditors, in their Audit
Report for the financial year under review. The Notes on
Financial Statements referred to in the Auditor's Report are
self-explanatory and do not call for any further comments.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act read
with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board has appointed
M/s. SGGS & Associates, Practicing Company Secretaries [ICSI
Unique Code: P2021MH086900], to undertake the Secretarial
Audit of the Company for the financial year under review. The
Secretarial Audit Report for the financial year ended March 31,
2025, in the prescribed Form MR - 3 is attached to this Report
as Annexure 3. The said Secretarial Audit Report was issued
with qualifications and the management response on the same
are detailed in the report which are self-explanatory.

Based on the recommendation of the Audit Committee, the
Board of Directors, at its Meeting held on May 15, 2025, subject
to the approval of the Members of the Company, approved the
appointment of M/s. SGGS & Associates ("SGGS”), Practicing
Company Secretaries [ICSI Unique Code: P2021MH086900],
as the Secretarial Auditors of the Company, for a first term of
five consecutive years to hold office of the Secretarial Auditor
from the financial year 2025-26 to the financial year 2029-30.

The proposal for appointment of SGGS as the Secretarial
Auditors of the Company is included in the notice of the
ensuing AGM for the approval of the Members.

SGGS had submitted a consent letter stating that it is eligible
for appointment as Secretarial Auditor as per the provisions of
Section 204 of the Companies Act, 2013, and Regulation 24A
of the SEBI Listing Regulations, and circulars issued thereunder.

Annual Secretarial Compliance Report

Pursuant to Regulation 24A of the SEBI Listing Regulations,
the Secretarial Compliance Report issued by the Secretarial
Auditor of the Company for the financial year ended March 31,
2025, has been submitted to the Stock Exchanges.

Further, in this regard, please note that the Company does
not have any material unlisted Indian subsidiary during
financial year 2024-25.

Cost Auditors

During the financial year, provisions of Section 148 of the Act,
read with Companies (Audit & Auditors) Rules, 2014, and other
applicable provisions, if any, relating to maintenance of cost
records and cost audit are not applicable to the Company.

Details of fraud reported by the Auditors

During the financial year, neither the Statutory Auditors nor
the Secretarial Auditors of the Company have reported any
instances of frauds committed in the Company by its officers
or employees to the Audit Committee under Section 143(12)
of the Act and therefore, no detail is required to be disclosed
under Section 134(3) (ca) of the Act.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with Section 135 of the Act and the Rules made
thereunder, the Company has adopted a Corporate Social
Responsibility ("CSR”) Policy, and the Board has constituted
a Committee to implement CSR activities. The composition
of the Committee and additional details are provided in the
Corporate Governance Report, forming part of this Report.

During the financial year, the Company was statutorily required
to spend H 33,60,717 towards CSR contribution. However, the
Company has contributed H 63,41,602 towards CSR activities
for the financial year, which was over and above the statutory
requirements as per the Act. The CSR contribution was made
to 'Soham for Kids Education Society' in Hyderabad (India)
towards helping unprivileged and orphaned children by way
of providing free education, mid-day meals, good healthcare
facilities, vocational training, etc. The activities undertaken are
in accordance with Schedule VII of the Act. The brief outline of
CSR Policy of the Company and the Company's CSR initiatives
and activities during the financial year as required under the
Companies (Corporate Social Responsibility Policy) Rules,
2014 are set out in Annexure 4, forming part of this Report.

RISK MANAGEMENT

The Company has a robust and integrated risk management
framework embedded across its operations. It considers
risk management a critical element in ensuring operational
resilience and informed decision-making in a dynamic
business environment.

The Company has a duly approved Risk Management Policy
("Policy”). The Policy encompasses around Governance
Structure, Risk Identification & Categorization, Risk
Prioritization, Risk Mitigation, Monitoring and Reporting. The
objective of this Policy is to have a well-defined approach to risk.
The Policy lays down broad guidelines for timely identification,
assessment, and prioritization of risks affecting the Company in
the short and foreseeable future. The Policy suggests framing
an appropriate response action for the key risks identified,
so as to make sure that risks are adequately compensated or
mitigated. The policy can be accessed at https://pdsltd.com/
investors/corporate governance/#policies.

Understanding the importance of managing the risk, the Board
has constituted a Risk Management Committee, which focuses
on risk management including determination of Company's
risk appetite, risk tolerance, regular risk assessments, risk

mitigation strategies (risk identification, risk quantification and
risk evaluation), etc.

The Audit Committee has an additional oversight in the area
of financial risks and controls. The major risks identified by the
businesses and functions are systematically addressed through
mitigating actions on a continuing basis.

The development and implementation of Policy has been
covered in the 'Management Discussion and Analysis', which
forms a part of this Report.

PARTICULARS OF EMPLOYEES

A statement of disclosure on remuneration under Section 197
of the Act and Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 ("Rules”),
is attached to this Report as Annexure 5. As per the second
proviso to Section 136(1) of the Act and second proviso of Rule
5 of the Rules, the Report and Financial Statements are sent
to the Shareholders excluding the statement on particulars
of employees under Rule 5(2) of the Rules. Any Shareholder
interested in obtaining such details may write to the Head of
Legal & Group Company Secretary of the Company at investors^
pdsltd.com and the same shall be furnished on such request.

RELATED PARTY TRANSACTIONS

All transactions entered into by the Company with its related
parties during the financial year ended on March 31, 2025,
were in the ordinary course of business and on an arm's length
basis and hence, do not attract the provisions of Section 188
of the Act. All related party transactions are placed before the
Audit Committee for their approval, and on a quarterly basis,
the transactions entered into during the previous quarter are
reviewed. As a process, omnibus approval is obtained for related
party transactions on periodic basis for transactions which
are repetitive in nature as per criteria for making the omnibus
approval and unforeseen transactions, as long as they are in
line with the Company's RPT Policy. Only the Independent
directors who are members of the Audit Committee are allowed
to vote on the matters relating to Related Party Transactions.
The Audit Committee has full power to call for any information
from the management and appoint third party to ensure that
transactions are carried out in best interests of the Company.

The Board of Directors has formulated a Policy on dealing
with Related Party Transactions pursuant to the provisions of
the Act and the SEBI Listing Regulations. The Policy includes
clear threshold limits and intends to ensure that proper
reporting, approval and disclosure processes are in place for
all transactions between the Company and related parties.
During the financial year, the Board of Directors had revised
the Policy on Related Party Transaction in order to align the
said policy with the amendments made in Regulation 23 of
SEBI Listing Regulations.

The Policy is uploaded on the website of the Company at
https://pds1td.com/wp-content/up1oads/2022/07/Po1icy-on-
Re1ated-Party-Transanctions.pdf.

During the financial year, the Company did not enter any
material transaction, contract or arrangement with related
parties therefore the disclosure in the prescribed Form AOC-2
in terms of Section 134 of the Act is not required.

ANNUAL RETURN

The Annual Return of the Company as on March 31, 2025 in
Form MGT 7, in accordance with Section 92(3) of the Act read
with the Companies (Management and Administration) Rules,
2014, is available on the website of the Company at https://
pdsltd.com/investors/financial reports/#annua1-reports.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

In terms of Regu1ation 34 and Schedu1e V of the SEBI Listing
Regu1ations, the Management Discussion and Ana1ysis
Report is presented in a separate section, forming part of
this Annua1 Report.

CORPORATE GOVERNANCE

The Company is dedicated in fostering a cu1ture anchored
in fundamenta1 va1ues and ethica1 governance standards.
We consistent1y upho1d transparency in our operations and
p1ace significant emphasis on ethica1 conduct in a11 aspects
of our business. In terms of Regu1ation 34 of the SEBI Listing
Regu1ations, the Report on Corporate Governance for the
financia1 year ended March 31, 2025 is attached to this report
as Annexure 6.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

As per Regu1ation 34 of the SEBI Listing Regu1ations, the
Business Responsibi1ity and Sustainabi1ity Report is attached
as Annexure 7, forms part of this Report and is a1so avai1ab1e
on the Company's website at https://pds1td.com/investors/
financia1 reports/.

VIGIL MECHANISM/ WHISTLEBLOWER POLICY

The Company has imp1emented a Vigil Mechanism Po1icy,
a1so known as the Whist1eb1ower Po1icy, to address instances
of fraud and mismanagement. This po1icy empowers the
Company's Stakeho1ders to report genuine concerns regarding
unethica1 behavior, suspected fraud, or breaches of the Code
of Conduct. Additiona11y, it facilitates the reporting of incidents
or suspected 1eaks of unpub1ished price-sensitive information.
To enhance accessibi1ity, the Company has provided a NAVEX
hot1ine on its website for stakeho1ders to report such instances
under the Vigi1 Mechanism.

This po1icy ensures strict confidentia1ity of whist1eb1owers whi1e
hand1ing their concerns and stipu1ates non-discriminatory
treatment for individua1s raising genuine concerns. Moreover,

it includes a provision for direct access to the Chairperson
of the Audit Committee in emergency cases. The Vigil
Mechanism/Whistleblower Policy is publicly accessible on
the Company's website at https://pdsltd.com/investors/
corporate governance/#po[icies.

During the financial year, no complaint pertaining to the
Company were received under Vigil mechanism.

DISCLOSURE UNDER SEXUAL HARRASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at
workplace and has adopted a Policy on Prevention, Prohibition
and Redressal of sexual harassment at workplace in line with the
provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and Rules
framed thereunder. An Internal Complaints Committee ("ICC”)
is in place for all workers and officers of the Company to redress
complaints received regarding sexual harassment.

During the financial year, no sexual harassment complaints
were received. The Company also arranges awareness
programs for its employees against sexual harassment.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO UNDER SECTION 134(3)(m) OF THE ACT

The details of conservation of energy, technology absorption,
foreign exchange earnings and outgo are as follows:

The company specializes in wholesale garment trading
leveraging a business model that prioritizes minimal electricity
consumption. Manufacturing activities are carried out by
subsidiary companies, and comprehensive measures for energy
management and details of technology absorption are outlined
in the Business Responsibility and Sustainability Report.

Given the nature of the Company's business, the Company is
committed to continuously enhance its operational efficiency
and effectiveness by adopting cutting-edge technologies.
Regular reviews were conducted to monitor the progress of
various initiatives.

On a standalone basis, the Company's earnings in foreign
exchange during the period under review amounted to H
40,834.51 Lakhs for FY 2024-25 against H53,685.15 Lakhs for
FY 2023-24 as against foreign exchange outgo equivalent to
H 38,662.83 Lakhs for FY 2024-25 against H45,931.50 Lakhs
for FY 2023-24.

There has been no expenditure on R&D during the year,
and the Company has not imported any technology during
the past 3 years.

PARTICULARS OF LOANS, GUARANTEES,
INVESTMENTS AND SECURITIES

Particulars of loans or guarantees given, investments made or
securities provided by the Company as required under Section
186(4) of the Act are contained in Note 7, Note 8 and Note
13 respectively to the Standalone Financial Statements of the
Company, forming part of this Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN
STATUS AND COMPANY OPERATIONS IN FUTURE

During the financial year, there were no significant and
material orders passed by the regulators or courts or tribunals
impacting the going concern status and the Company's
operations in future.

CAUTIONARY STATEMENT

Statements in this Directors' Report and Management
Discussion and Analysis Report, describing the Company's
objectives, projections, estimates, expectations or predictions
may be "forward-looking statements” within the meaning
of applicable Securities Laws and Regulations. Actual results
could differ materially from those expressed or implied.
Important factors that could make difference to the Company's
operations include changes in the government regulations,
developments in the infrastructure segment, tax regimes and
economic developments within India.

GENERAL

The Board states that no disclosures or reporting is required
in respect of the following items, as the same is either not
applicable to the Company or relevant transactions/events
have not taken place during the financial year:

1. The Company has neither issued any sweat equity shares
nor issued any equity shares with differential rights in
respect of dividend, voting, or otherwise.

2. There is no application/proceeding pending under the
Insolvency and Bankruptcy Code, 2016 during the financial
year under review. Further, there are no instances of one¬
time settlement with any Bank or Financial Institutions.

ACKNOWLEDGEMENT

The Board acknowledges the guidance, support extended by the Securities and Exchange Board of India, Ministry of Corporate
Affairs, Registrar of Companies and all other governmental and regulatory authorities including officials there at from time to time.

The Board also place on record their sincere appreciation for the continued support extended by the Company's Stakeholders at
large including investors, customers, banks, financial institutions, and well-wishers during the year. The Board expresses sincere
appreciation for the valuable contributions of employees at all levels of the Company and its subsidiaries. Their dedication,
teamwork, and support have been key to the Company's sustained growth.

By Order of the Board of Directors
For PDS Limited

Deepak Kumar Seth Pallak Seth

Chairman & Executive Vice-Chairman

Date: May 15, 2025 Non-Executive Director Director

Place: Mumbai, India DIN: 00003021 DIN: 00003040