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PDS Ltd.

BSE: 538730 Sector: Industrials
NSE: PDSL ISIN Code: INE111Q01013
BSE 00:00 | 27 Jun 1709.35 66.90
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NSE 00:00 | 27 Jun 1713.30
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OPEN 1650.00
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VOLUME 526
52-Week high 2099.95
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P/E 66.80
Mkt Cap.(Rs cr) 4,461
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Sell Price 0.00
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OPEN 1650.00
CLOSE 1642.45
VOLUME 526
52-Week high 2099.95
52-Week low 983.95
P/E 66.80
Mkt Cap.(Rs cr) 4,461
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

PDS Ltd. (PDSL) - Director Report

Company director report

Dear Members

PDS Multinational Fashions Limited

The Directors of your Company are pleased to present the 10th Annual Reporttogether with the Annual Audited Standalone and Consolidated Financial Statements for theFinancial Year ended March 31 2021.

FINANCIAL HIGHLIGHTS

(Rs in Lakhs)
Standalone Consolidated
Particulars March 31 2021 March 31 2020 March 31 2021 March 31 2020
Revenue from Operations 4611.89 4112.43 621286.84 664803.92
Other Income 4208.98 75.14 3739.54 2652.37
Total Expenses 4201.04 3770.22 607640.09 656355.62
Profit from Operations Before Exceptional Item and Taxes 4619.83 417.35 17386.29 11100.67
Share of loss of associates and joint ventures - - (391.61) (690.14)
Exceptional Item - - - (1357.02)
Profit Before Tax 4619.83 417.35 16994.68 9053.51
Tax Expense (including deferred taxes) 148.24 149.85 2152.26 945.86
Profit After Tax 4471.59 267.50 14842.42 8107.65
Other Comprehensive Income/(loss) 17.60 (5.45) 788.13 5264.80
Total Comprehensive income 4489.19 262.05 15630.55 13372.45
Earnings Per Share (Rs) 17.17 1.03 32.37 17.67

OPERATIONAL PERFORMANCE OF THE COMPANY

I. Standalone Financial Performance

The revenue from operations of the Company stood at Rs4611.89 Lakhs for the year endedMarch 31 2021 as against Rs4112.43 Lakhs in the previous year. The Company reported aProfit After Tax of Rs4471.59 Lakhs for the Financial Year ended March 31 2021 ascompared to Rs267.50 Lakhs in the previous year due to better realizations costoptimization and better operational controls.

II. Consolidated Financial Performance

The Consolidated revenue from operations of the Company for the Financial Year endedMarch 31 2021 is Rs621286.84 Lakhs as against Rs664803.92 Lakhs in the previous year.The Consolidated Profit After Tax for the Financial Year ended March 31 2021 isRs8107.65 Lakhs as compared to Rs14842.42 Lakhs in the previous year registering anincrease of 83.07% due to better realizations cost optimization and better operationalcontrols.

TRANSFER TO RESERVES

Your Directors do not propose to transfer any amount to Reserve.

DIVIDEND

The Directors have recommended Final Dividend of Rs15.75 per Share of the Face Value ofRs10/- each for the Financial Year 2020-21. The final dividend on Equity Shares ifapproved by the Members at the 10th Annual General Meeting (AGM) would involvea total outgo of Rs4102.36 Lakhs for the Financial Year 2020-21 and will be paid to thoseMembers whose names appear on the Register of Members/beneficial holders' list at theclose of business hours on Friday July 23 2021.

In view of the changes made under the Income-tax Act 1961 by the Finance Act 2020dividends paid or distributed by the Company shall be taxable in the hands of theShareholders. The Company shall accordingly make the payment of the final dividend afterdeduction of tax at source.

As on the date of the Annual Report the Company has adopted Dividend DistributionPolicy as per Regulation 43A of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 [SEBI Listing Regulations]. The said policy can beaccessed at www.pdsmultinational.com.

NATURE OF BUSINESS AND STATE OF AFFAIRS OF THE COMPANY

During the year under review there have been no changes in the nature of business ofthe Company. The information on the affairs of the Company has been covered under theManagement Discussion & Analysis forming part of this Annual Report.

DEPOSITS

During the financial year under review the Company has neither invited nor acceptedany deposits from the public within the meaning of Section 73 of the Act read with theCompanies (Acceptance of Deposits) Rules 2014.

SHARE CAPTIAL

During the financial year under review there has been no change in the AuthorisedShare Capital of the Company and it remained at Rs270000000 (Rupees Twenty-SevenCrores) divided into 27000000 (Two Crores Seventy Lakhs) Equity Shares of Face Value ofRs10/- (Rupees Ten Only) each.

The Issued and Paid-up Capital of the Company remain unchanged at Rs260467240(Rupees Twenty-Six Crores Four Lakhs Sixty-Seven Thousand and Two-Forty Only) divided into26046724 (Two Crores Sixty Lakhs Forty-Six Thousand Seven Hundred and Twenty-Four)Equity Shares divided into Face Value of Rs10/- (Rupees Ten) each.

However the Board has recommended for increase in Authorized Share Capital of theCompany from present Rs270000000/- (Rupees Twenty-Seven Crores Only) divided into27000000 (Two Crores Seventy Lakhs) Equity Shares of Face Value of Rs10/- (Rupees TenOnly) each to Rs280000000/- (Rupees Twenty-Eight Crores Only) divided into 28000000(Two Crore Eighty Lakhs) Equity Shares of Face Value of Rs10/- (Rupees Ten Only) eachsubject to shareholders approval at the forthcoming AGM of the Company and the same shallform part of the Notice to AGM.

Your Company has neither issued any Equity Shares with differential rights as todividend voting or otherwise nor has issued any Sweat Equity Shares to the employees orDirectors of the Company under any scheme. Your Company has not issued any debenturesbonds or any non-convertible securities during the financial year under review.

EMPLOYEE STOCK OPTION PLAN (ESOP)

During the financial year under review the Shareholders at their Extra-OrdinaryGeneral Meeting had approved an Employee Stock Options Plan namely ‘PDSMultinational Fashion Limited - Employee Stock Options Plan 2021 ("PDS ESOP2021") for the Employees of the Company and its Subsidiary Companies and forgranting of stock options or issuing of shares to the aforesaid employees under the PDSESOP 2021 equal to or in excess of 1% of the issued capital at the time of grant ofoptions or shares (as the case may be) but in any case not exceeding 2% of the issuedcapital of the Company at the time of grant of options or shares (as the case may be).

The Nomination and Remuneration Committee ("NRC Committee")administers the PDS ESOP 2021. There was no change in the PDS ESOP 2021 during thefinancial year under review. The PDS ESOP 2021 is in compliance with the Securities andExchange Board of India (Share Based Employee Benefits) Regulations 2014 ("SBEBRegulations"). Details of the PDS ESOP 2021 have also been provided in Notes ofthe Standalone & Consolidated Financial Statement.

As on the date of this Annual Report the NRC Committee on April 3 2021 had approvedgrant of 265782 Stock Options under its PDS ESOP 2021 to Mr. Sanjay Jain ChiefExecutive Officer (Key Managerial Personnel) of the Company.

The disclosures as required under Regulation 14 of SBEB Regulations read with SEBICircular No. CIR/CFD/POLICY CELL/2/2015 dated June 16 2015 is enclosed herewith to thisAnnual Report as Annexure 1 hereto and is also available on website of the Companyat www.pdsmultinational.com.

A certificate from the Statutory Auditors certifying that PDS ESOP 2021 has beenimplemented in accordance with SBEB Regulations and in accordance with the resolution(s)passed by the Members would be uploaded on website of Company www.pdsmultinational.comduring the AGM of the Company for inspection by the Members.

PDS INCENTIVE PLAN 2021

During the financial year under review the Shareholders at their Extra-OrdinaryGeneral Meeting held on February 25 2021 had approved PDS Multinational Fashions Limited– PDS Value Creation Incentive Plan 2021 ("PDS Incentive Plan 2021").The purpose of the PDS Incentive Plan 2021 is to reward key employees of the Company andits subsidiaries for their performance and their contribution in delivering strong returnsand creating value with respect to the investments made by the shareholders in the Companyand to incentivize them in the future growth and profitability of the Company.

As on the date of this Annual Report on the basis of performance criteria Mr. SanjayJain Chief Executive Officer of the Company had recommended names of 7 (Seven) Employeesof the Company for rewards under PDS Incentive Plan 2021.

The Committee and Board of Directors at their respective meetings held on May 27 2021had approved rewards under PDS Incentive Plan 2021 to 7 (Seven) employees based on therecommendation of Mr. Sanjay Jain.

CREDIT RATING

During the year under review your company has no outstanding instruments for which thecredit rating needs to be obtained.

INTERNAL FINANCIAL CONTROL SYSTEMS AND ITS ADEQUACY

The Financial Statements of the Company comply with the Ind AS specified under Section133 of the Act.

Your Company has put in place adequate internal controls with reference to accuracy andcompleteness of the accounting records and timely preparation of reliable financialinformation commensurate with the size scale and complexity of operations and ensurescompliance with various policies and statutes in keeping with the organization's pace ofgrowth increasing complexity of operations prevention and detection of frauds anderrors. The design and effectiveness of key controls were tested and no materialweaknesses were observed. The Audit Committee reviews and evaluates the adequacy ofinternal financial control and risk management systems periodically. Ef_cacy of Internalcontrol systems are tested periodically by Internal Auditors with and Internal Controlover financial reporting is tested and certified by Statutory Auditors. The internalfinancial control system of the Company is supplemented with internal audits regularreviews by the management and checks by the Internal Audit Team.

During the year under review no material or serious observation has been highlightedfor inefficiency or inadequacy of such controls.

SUBSIDIARY JOINT VENTURES AND ASSOCIATE COMPANIES

As on March 31 2021 the Company had 82 (Eighty-Two) subsidiaries 5 (Five) JointVentures and 1 (One) Associate Company. During the year under review the followingcompanies were incorporated acquired liquidated or divested:

• Acquisition of 75% stake in Norlanka Brands Private Limited to enter intoonline/digital business and expand and create opportunities in Indian fashion &apparel business including but not limited to kids wear inner wear & other categoriesof lifestyle.

• Acquisition of 53% stake in Dizbi Private Limited to outsource all IT & ITESservices of PDS Group Companies to Dizbi Private Limited and to explore to developinnovative products and its services to external clients as well.

• Atterley.com Holdings Limited ceased to be an Associate Company.

• The details regarding changes to the group companies are set out in Note 2 ofthe Consolidated Financial Statements.

In accordance with Section 129(3) of the Act and Regulation 34 of SEBI ListingRegulations the Consolidated Financial Statements of the Company and all its subsidiary& associate companies have been prepared and are forming part of this Annual Report. Astatement containing salient features of the Financial Statements of subsidiary andassociate companies is stated in the prescribed Form AOC-1 as Annexure 2 whichforms part of the Annual Report. The statement also provides details of the performanceand the financial position of each of the subsidiaries and associates. The consolidatedfinancial statements presented in this Annual Report include financial performance andfinancial position of the subsidiary and associate companies.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Act read with Companies(Management & Administration) Rules 2014 and Articles of Association of the CompanyMr. Deepak Seth (DIN: 00003021) Non-Executive Non-Independent Director of the Companyretires by rotation at the ensuing AGM and being eligible offer himself forreappointment. Your Board of Directors recommends his appointment.

During the year under review pursuant to the provisions of Section 161 of the Act andbased on the recommendation of the Nomination and Remuneration Committee Ms. SaraswathyVenkateswaran (DIN: 01778608) was appointed as an Independent Additional Director of theCompany with effect from February 14 2020 by the Board of Directors. Further Members ofthe Company at the 9th AGMof the Company held on October 28 2020 had approvedher appointment as a Non-Executive Independent Director not liable to retire by rotationfor a term of 5 (Five) consecutive years with effect from February 14 2020.

As on the date of this Annual Report Mr. Parth Gandhi (DIN: 01658253) on therecommendation of Nomination and Remuneration Committee was appointed as an Additional(Non-Executive & Non-Independent) Director w.e.f. May 27 2021 to hold the officeupto the conclusion of the ensuing AGM. In this regards the Company had received a noticein writing from a Member under Section 160 of the Act proposing his candidature for theoffice of Director of the Company. Appropriate resolution(s) seeking Members approval forthe same has already been included in the Notice of the 10th AGM.

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

Key Managerial Personnel

During the year under review and compliance of Section 203 of the Act Mr. Sanjay Jainwas appointed as Chief Executive Officer and Whole Time Key Managerial Personnel of theCompany with effect from January 15 2021 due to resignation of Mr. Omprakash MakamSuryanarayana as Chief Executive Officer of the Company at the close of business hours onJanuary 14 2021. However the Board elevated Mr. Omprakash Makam Suryanarayana as GroupChief Operating Officer with effect from January 15 2021.

Further Mr. Abhishekh Kanoi (ICSI Membership No. FCS 9530) was appointed as Head ofLegal & Company Secretary and Compliance Officer and Whole Time Key ManagerialPersonnel of the Company w.e.f. January 11 2021. Mr. B. Chandra Sekhara Reddy (ICSIMembership No. ACS 14609) has resigned as Head – Legal & Company Secretary &Compliance Officer at the close of business hours on January 11 2021. The Board placed onrecord its appreciation for the valuable contribution made by Mr. B. Chandra Sekhara Reddyduring his tenure with the Company.

Furthermore Mr. Ashish Gupta was appointed as a Chief Financial Officer and Whole TimeKey Managerial Personnel of the Company w.e.f. May 28 2021 at the Board Meeting held onMay 27 2021. Mr. Ajai Singh has resigned as Chief Financial Officer of the Company w.e.f.close of business hours of May 27 2021. However he will continue his association withthe Company as Executive Director – Treasury & Manufacturing w.e.f. May 28 2021.

As on May 27 2021 Mr. Sanjay Jain Chief Executive Officer Mr. Ajai Singh ChiefFinancial Officer and Mr. Abhishekh Kanoi Head of Legal & Company Secretary are theKey Managerial Personnel of your Company in accordance with the provisions of Section2(51) read with Section 203 of the Act.

Declaration of Independence by Independent Directors & adherence to the Company'sCode of Conduct for Independent Directors

All the Independent Directors have confirmed to the Board that they meet the criteriaof independence as specified under Section 149(6) of the Act and that they qualify to beindependent directors pursuant to the Rule 5 of the Companies (Appointment andQualification of Directors) Rules 2014. They have also confirmed that they meet therequirements of ‘Independent Director' as mentioned under Regulation 16(1)(b) of theSEBI Listing Regulations.

Further all the Independent Directors have affirmed that they have adhered andcomplied with the Company's Code of Conduct for Independent Directors which is framed inaccordance with Schedule IV of the Act.

During the year under review the non-executive directors of the Company had nopecuniary relationship or transactions with the Company other than sitting feescommission and reimbursement of expenses if any.

It may be noted that all the Independent Directors on the Board of the Company as onMarch 31 2021 have been registered in the data bank of Independent Directors as per Rule6 of the Companies (Appointment and Qualification of Directors) Rules 2014. Further interms of Section 150 of the Act read with the Companies (Appointment & Qualificationof Directors) Rules 2014 as amended since Dr. Ashutosh Prabhudas Bhupatkar Mr. AshokKumar Chhabra and Mr. Ashok Kumar Sanghi Independent Directors of the Company have servedas Directors for a period of more than three (3) years on the Board of Listed Companies ason the date of inclusion of their names in the database they are not required toundertake online pro_ciency self-assessment test conducted by the said Institute. Ms.Saraswathy Venkateswaran Independent Director shall undertake the online pro_ciencyself-assessment test as applicable in accordance with the timeline as per aforesaidRule.

Board Meetings

During the year under review 5 (Five) meetings of the Board of Directors were held.Details about the Board Meetings and Committee Meetings are given in Report on CorporateGovernance which forms part of this Annual Report.

Compliance With Secretarial Standard

Your Company has complied with the applicable Secretarial Standards i.e. SS-1 andSS-2 relating to ‘Meetings of the Board of Directors' and ‘General Meetings'respectively.

Constitution of Various Committees

During the financial year under review the Board of Directors of the Company hasconstituted various Committees including the following:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders' Relationship Committee

Details of each of the Committees stating their respective composition terms ofreference and others are uploaded on our website at www.pdsmultinational.com and arestated in brief in the Corporate Governance Report attached to and forming part of thisAnnual Report.

As on the date of this Annual Report the Board of Directors has constituted CorporateSocial Responsibility Committee & Risk Management Committee on May 27 2021. Thedetails of aforesaid Committees including their respective composition and terms ofreference are made available at the website of the Company at www.pdsmultinational.com.

Policies on Appointment of Directors and their Remuneration

The remuneration paid to the Directors is in line with the Nomination and RemunerationPolicy formulated in accordance with Section 178 of the Act and Regulation 19 of the SEBI

Listing Regulations (including any statutory modification(s) or re-enactment(s) thereoffor the time being in force). Further the Company has in place the orderly successionplan for the appointments at the Board and senior management level.

The Company's policy on directors' appointment and remuneration and other matters asprovided in Section 178(3) of the Act has been disclosed in the Corporate GovernanceReport which forms part of this Report.

Policies

The Board of Directors of your Company from time to time has framed and revisedvarious Polices as per the applicable Acts Rules Regulations and Standards for bettergovernance and administration of your Company. The Policies are made available on thewebsite of the Company at https://www.pdsmultinational. com/code-conduct/.

Annual Evaluation by the Board

The Nomination and Remuneration Policy of the Company empowers the Nomination andRemuneration Committee to formulate a process for effective evaluation of the performanceof Individual Directors Committees of the Board and the Board as a whole.

The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and SEBIListing Regulations.

The performance of the board was evaluated by the Board after seeking inputs from allthe directors on the basis of criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the Board after seeking inputs fromthe committee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued bythe Securities and Exchange Board of India on January 5 2017.

In a separate meeting of Independent Directors held on February 12 2021 performanceof Non-Independent Directors the Board as a whole and Chairman of the Company wasevaluated considering the views of executive directors and non-executive directors.

The evaluation process inter alia considers attendance of Directors at Board andCommittee Meetings acquaintance with business communicating inter se Board Memberseffective participation domain knowledge compliance with code of conduct vision andstrategy benchmarks established by global peers etc. which is in compliance withapplicable laws regulations and guidelines.

The Board carried out annual evaluation of the performance of the Board its Committeesand Individual Directors and Chief Executive Officer (CEO). The Chairman of the respectiveBoard Committees shared the report on evaluation with the respective

Committee Members. The performance of each Committee was evaluated by the Board basedon report on evaluation received from respective Board Committees. The reports onperformance evaluation of the Individual Directors including CEO were reviewed by theChairman of the Board.

Familiarization Program for Independent Directors

All new independent directors inducted into the Board are familiarized with theoperations and functioning of the Company. The details of the training and familiarizationprogram are provided in the Corporate Governance Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with Section 134(5) of the Act with respect toDirectors' Responsibility Statement the Directors hereby confirm that:

a) in the preparation of the annual accounts the applicable accounting standards havebeen followed and that no material departure has been made in following the same;

b) appropriate accounting policies have been selected and applied consistently andjudgements and estimates made are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for that period;

c) proper and sufficient care for maintenance of adequate accounting records inaccordance with the provisions of Act have been taken for safeguarding the assets of theCompany and for preventing and detecting frauds and other irregularities;

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

e) internal financial controls to be followed by the Company had been laid down andsuch internal financial controls are adequate and are operating effectively; and

f) proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

AUDITORS

1) Statutory Auditor

Section 139 of the Act and the rules frame thereunder M/s Walker Chandiok & Co LLPChartered Accountants (Firm registration Number: 001076N/N500013) were appointed asStatutory Auditors of the Company at the 8th AGM held on November 13 2019 tohold office from the conclusion of the 8th AGM till the conclusion of the 13thAGM. The Statutory Auditor has confirmed that they continue to remain eligible to act asthe Statutory Auditor of the Company.

There are no qualifications reservations adverse remarks or disclaimers made by theStatutory Auditors in their Audit Report for the Financial Year 2020-21.

2) Secretarial Auditor

The Secretarial Audit Report for the Financial Year ended March 31 2021 issued byM/s. RHR & Associates Practicing Company Secretary who were appointed as SecretarialAuditors to undertake the Secretarial Audit of the Company for Financial Year 2020-21 isenclosed herewith as Annexure-3 and forms an integral part of this Annual Report.The said Secretarial Audit Report does not contain any qualification reservationdisclaimer or adverse remark.

Annual Secretarial Compliance Report

Pursuant to Regulation 24A of the SEBI Listing Regulations the Secretarial ComplianceReport for the financial year ended March 31 2021 has been submitted to the StockExchanges.

Further in this regard please note that the Company does not have any materialunlisted subsidiaries incorporated in India during Financial Year 2020-21. Therefore theprovisions regarding the 24A of the SEBI Listing Regulations do not apply to suchsubsidiaries.

3) Cost Auditors

During the Financial Year under review provisions of Section 148 of the Act readwithCompanies (Audit & Auditors) Rules 2014 and other applicable provisions if anyrelating to the Cost Audit are not applicable to the Company.

4) Details of Fraud reported by Auditors

During the Financial Year under review neither the Statutory Auditors nor theSecretarial Auditor of the Company have reported any instances of frauds committed in theCompany by its Officers or Employees to the Audit Committee under Section 143(12) of theAct and therefore no detail is required to be disclosed under Section 134(3) (ca) of theAct.

CORPORATE SOCIAL RESPONSIBILITY

During the financial year under review the provisions of Section 135 of the Actrelating to the Corporate Social Responsibility are not applicable to your Company.

RISK MANAGEMENT

During the financial year under review Regulation 21 of the SEBI Listing Regulationsare not applicable to your Company.

As on the date of this Annual Report the Company has adopted a Risk Management Policyin terms of Regulation 21 of the SEBI Listing Regulations and the same is made availableat the website of the Company at www.pdsmultinational.com.

The Risk Management Committee of the Company constituted as on the date of this AnnualReport has been entrusted by the Board with the responsibility of reviewing the riskmanagement process in the Company and ensuring that the risks are brought withinacceptable limits.

Further for details on the Risk Management Framework please refer Page No. 24 of thisAnnual Report.

PARTICULARS OF EMPLOYEES

In accordance with the provisions of Section 197(12) of the Act read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 a statementcontaining the disclosures pertaining to remuneration and other details as required underthe Act and the above Rules are appended to this Annual Report as Annexure 4. Theinformation about Top Ten Employees in terms of remuneration will be available forinspection by the Members at the Registered Office of the Company during business hours onworking days of the Company up to the date of the ensuing AGM. Any Shareholder interestedin obtaining such details may write to the Company Secretary of the Company atinvestors@pdsmultinational.com and the same will be furnished on such request.

The Board of Directors affirm that the remuneration paid to employees of the Company isas per the Remuneration Policy of the Company.

RELATED PARTY TRANSACTIONS

The Board of Directors of the Company has formulated a policy on dealing with RelatedParty Transactions pursuant to the applicable provisions of the Act and SEBI ListingRegulations. The same is displayed on the website of the Company at https://www.pdsmultinational.com/code-conduct/. This policy deals with the review and approval ofrelated party transactions. All related party transactions are placed before the AuditCommittee for review and approval.

During the financial year under review all the related party transactions were enteredin the ordinary course of business and on arm's length basis. All related partytransactions as required under Indian Accounting Standards - 24 (Ind AS-24) are reportedin Note No. 33 of Standalone Financial Statements.

Pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies(Accounts) Rules 2014 there are no related party transactions that are required to bereported under Section 188(1) of the Act in the prescribed Form AOC-2.

ANNUAL RETURN

The Annual Return of the Company as on March 31 2021 in Form MGT - 7 in accordancewith 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://www.pdsmultinational.com/.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34 of the SEBI Listing Regulations ManagementDiscussion and Analysis Report forms part of this Annual Report.

CORPORATE GOVERNANCE

Your Company practices a culture that is built on core values and ethical governancepractices. Your Company is committed to transparency in all its dealings and places highemphasis on business ethics. In terms of Regulation 34 of the SEBI Listing Regulationsthe Report on Corporate Governance for the financial year ended March 31 2021 along withthe certificate confirming the compliance with regulations of corporate governance underthe SEBI Listing Regulations is annexed as Annexure 5 to this Annual report.

BUSINESS RESPONSIBILITY REPORT

As per Regulation 34 of the SEBI Listing Regulations the Business ResponsibilityReport is enclosed as Annexure 6 and forms part of this Annual Report and can alsobe accessed on the Company's website at www.pdsmultinational.com.

WHISTLEBLOWERPOLICY/VIGILMECHANISM

Your Company has established a Vigil Mechanism Policy/Whistle Blower Policy to dealwith instances of fraud and mismanagement and to enable Directors and Employees to reportgenuine concerns about unethical behavior actual or suspected fraud or violation of Codeof Conduct and to report incidents of leak or suspected leak of unpublished pricesensitive information. The Company has also hosted on its website NAVEX hotline forstakeholders to report such instances under Vigil Mechanism. The said Policy ensures thatstrict confidentiality is maintained in respect of whistle blowers whilst dealing withconcerns and also specified that no discrimination will be meted out to any person for agenuinely raised concern. The Policy on Vigil Mechanism/ Whistle Blower Mechanism can beaccessed through website of the Company viz. www.pdsmultinational.com/code-conduct/.

During the financial year under review no complaint pertaining to the Company wasreceived under the Whistle Blower mechanism.

DISCLOSURE UNDER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013

Pursuant to the requirements of Section 22 of the Sexual Harassment of Women atWorkplace (Prevention Prohibition & Redressal) Act 2013 read with the Rulesthereunder your Company has formulated and adopted a Policy on Prevention of SexualHarassment at Workplace.

Your Company has complied with the provisions relating to the constitution of InternalComplaints Committee (ICC) under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 to redress complaints received regarding sexualharassment.

During the financial year under review no complaints were received from any of theemployees regarding Sexual Harassment at workplace.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGOUNDER SECTION 134(3)(m) OF THE COMPANIES ACT 2013

The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:

a) Conservation of energy

Your Company is into the business of trading of garments on wholesale basis and doesnot have manufacturing activity so it does not consume heavy electricity.

i. The steps taken or impact on conservation of energy are-

• Replaced old office electrical items like Air Conditions fans with energyefficient ones.

• Other measures like placing focused lighting systems and reducing lightswherever not needed.

• Effective utilization of work station for energy conservation.

ii. The steps taken by the Company for utilizing alternate sources of energy are-

The production activity of the Company is not energy intensive. However all measuresare being taken for optimizing energy usage.

b) Technology absorption

The Company plans to introduce various measures to help the production improvement aswell as reduce the wastage further.

c) Foreign exchange earnings and Outgo

Details of Foreign exchange earnings and outgo for the financial year under review areas follows:

Foreign Exchange Earning:

Rs6587.21 Lakhs for FY 2020-21 as against Rs3884.18_Lakhs in FY 2019-20

Foreign Exchange Outgo:

Rs903.33 Lakhs for FY 2020-21 as against Rs27.26 Lakhs in FY 2019-20

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

There were no Loans and Guarantees made by your Company under Section 186 of the Act.The details of investments made by the Company under Section 186 of the Act have beenprovided in Note 8 to the Standalone Financial Statements.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments have occurred after the close of the year till thedate of this Annual Report which may affect the financial position of the Company.

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

During the Financial Year under review there were no significant and material orderspassed by the Regulators or Courts or Tribunals impacting the going concern status and theCompany's operations in future.

LISTING

Equity Shares of your Company are listed on National Stock Exchange of India Limitedand BSE Limited. Your Company has paid the required listing fees to Stock Exchanges forFY 2020-21.

MANAGING DIRECTOR (MD) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATE

In terms of the SEBI Listing Regulations the certificate as prescribed in Part B ofSchedule II of the said Regulations has been obtained from Mr. Sanjay Jain ChiefExecutive Officer and Mr. Ajai Singh Chief Financial Officer for the Financial Year2020-21 with regard to the Financial Statements and other matters. The said Certificateforms part of this Annual Report.

CAUTIONARY STATEMENT

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

ACKNOWLEDGEMENT

Your Directors acknowledge the support extended by the Securities and Exchange Board ofIndia Ministry of Corporate Affairs Registrar of Companies and all other governmentaland regulatory authorities for the guidance and support received from them includingofficials there at from time to time.

Your Directors also place on record their sincere appreciation for the continuedsupport extended by the Company's stakeholders in large including investors customersbanks financial institutions and well-wishers for their continued support during theyear. Your Directors place on record their appreciation of the contribution made by theemployees of your Company and its subsidiaries at all levels. Your Company's consistentgrowth was made possible by their hard work solidarity cooperation and support.

By & On Behalf of the Board of Directors
For PDS Multinational Fashions Limited
Deepak Seth Ashutosh Bhupatkar
Place: Bengaluru India Chairman & Non-Executive Director Independent Director
Date: May 27 2021 DIN: 00003021 DIN: 00479727

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