There have been no material changes and commitments occurred after the close of financial year 2025-26 to the date of this Report, which may significantly affect the financial position or the operations of the Company.

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

A. From the State of Maharashtra to the State of Haryana:

During the financial year, the Company obtained the approval from its Shareholders through a postal ballot dated February 10, 2026, results of which were declared on March 14, 2026, for shifting its registered office from the State of Maharashtra to the State of Haryana.

Reason for Change: The Registered Office of the Company in Mumbai, Maharashtra operates from leased premises, which is subject to periodic renewals

and associated risks of change in address. In contrast, the premises available in Gurugram, Haryana, is owned by the Company, thereby offering greater long-term stability, cost-efficiency, and enhanced administrative control, while continuing to maintain high standards of operational effectiveness and regulatory compliance. The proposed shift is therefore expected to support centralized operations and improve coordination and overall management of the Company's primary corporate office.

Pursuant the approval of the Shareholders obtained through postal ballot on March 14, 2026, the Company has filed an application with the Regional Director for shifting its Registered Office from the State of Maharashtra to the State of Haryana. As on date of this report, the approvals on the said application are awaited.

B. Temporary Shift of Registered Office within the Same City and State:

The Board of Directors of PDS Limited has approved, with effect from May 15, 2026, a temporary relocation of the Company's registered office within the same premises and jurisdiction. The registered office has been shifted from Unit No. 971, Solitaire Corporate Park, Andheri Ghatkopar Link Road, Andheri East, Mumbai -400093, Maharashtra, India to Unit No. 1031 - 1032, Solitaire Corporate Park, Andheri Ghatkopar Link Road, Andheri East, Mumbai - 400093, Maharashtra, India. This temporary shift has been necessitated due to the expiry of the lease term of the existing premises.

AWARDS & RECOGNITION

During the financial year, the Company's Annual Report for FY 2024-25, titled "Weaving Threads of Trust FY 2024-25", was conferred with the Gold Award at the 2025 Spotlight Awards - Global Communications Competition conducted by the League of American Communications Professionals LLP, recognising excellence in corporate communications and annual reporting. The Annual Report also recorded a significant improvement in its global ranking, advancing from 74th position in 2023 to 46th position, thereby securing a place among the Top 100 Annual Reports worldwide.

The Company was further honoured with the Gold Award for World Leadership in Ready-Made Garments (RMG) in India at the Apparel Export Promotion Council's Export Awards held in December 2025. The award was received by Dr. Deepak Kumar Seth, Group Chairman, and Mrs. Payel Seth, Promoter, from the Hon'ble Vice President of India, Shri C. P. Radhakrishnan.

In addition, various step-down subsidiaries of the Company received prestigious industry recognition across sustainability, brand excellence, and corporate reporting. Norlanka was conferred with a Merit Award in the Apparel Industry category at the Presidential Environmental Awards in October 2025, acknowledging its commitment

to environmental stewardship and sustainable business practices. Radius Brands was recognized with the Best Licensed Fashion and Talent Brand Award for its collaboration with Kelly Hoppen at the Brand & Lifestyle Awards held in London in May 2025.

INVESTOR RELATIONS

During the year under review, the Company continued to actively engage with the investor community via open dialogue through the quarterly earnings call, investor conferences, one-on-one meetings, group interactions, and virtual meetings. The Company's senior leadership, including the Executive Vice Chairman, Group Chief Executive Officer, Group Chief Financial Officer, and other members of the leadership team, remained actively involved in communicating the Company's operating performance, strategic priorities, capital allocation framework, growth initiatives, and sustainability agenda to investors community.

These interactions provided stakeholders with deeper insights into the Company's diversified business model, evolving growth vectors, profitability improvement initiatives, balance sheet strengthening efforts, and long-term value creation strategy, while also enabling management to address investor queries and gather valuable feedback.

Building on the success of its inaugural Investor Day, the Company hosted its second Investor Day during the year, bringing together members of the investment community to gain insights from the Leadership team on the Group's strategic roadmap, operational priorities, growth opportunities across key business verticals, and long-term aspirations. The event featured presentations by Leadership team and business leaders, fostering greater transparency and stakeholder engagement.

The Company remains committed to maintaining the highest standards of corporate governance, transparency, and timely disclosure. All material information, investor presentations, earnings releases, conference call transcripts, and other relevant communications are made available on the Company's website, ensuring equitable access to information for all stakeholders.

DIVIDEND AND RESERVES

During the financial year, the Board at their meeting held on October 27, 2025, declared an interim dividend of ^1.65 (Rupee One and Sixty-Five Paise) per equity share of face value of Rs.2.00 each (i.e., 82.50%) for the financial year 2025-26. The dividend was disbursed within the statutory timelines commencing November 7, 2025, resulting in a total aggregate outflow of Rs.2,332.52 Lakhs.

Based on the Company's performance and overall financial health of the Company for the financial year ended March 31, 2026, the Board has recommended, for approval of the Shareholders, a final dividend of Rs.1.65 (Rupee One and Sixty- Five Paise) per equity share of face value of Rs.2.00 each, i.e., 82.50%.

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 Friday, July 24, 2026. The said dividend, if approved by the Shareholders, would involve a cash outflow of Rs.2,333.80 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, 2025, 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

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

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

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

(b) PDS Limited - Employee Stock Option Plan 2021 - Plan A ("PDS ESOP PLAN A 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 existing Employee Benefits Plans.

Pursuant to the shareholders' approval obtained through a postal ballot dated February 10, 2026 (results of which were declared on March 14, 2026), the Company made the following key alterations in the PDS ESOP Plan B 2021 scheme:

• Pool Expansion: The employee stock option pool for eligible employees of the Company and its subsidiaries was increased by 2,99,000 options. Consequently, the total pool grew from 5,06,740 options to 8,05,740 options, with each option convertible into an equivalent number of equity shares.

• Trust Authorisation and Funding: Consequent

authorisation was granted to the 'PDS Multinational Fashions ESOP Trust' to execute further secondary acquisitions of shares. Accordingly, the loan limit extended to the Trust for these acquisitions was increased within statutory limits.

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, 2026, it remained at Rs.50,00,00,000/- divided into 25,00,00,000 Equity Shares of Rs.2/- (Rupees Two Only) each.

The Issued and Paid-up Share Capital of the Company increased following the allotment of 1,23,750 equity shares upon the exercise of an equal number of stock options by employees of the Company and its subsidiaries.

Details of change in 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 ITS 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 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.

SUBSIDIARY JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has several subsidiaries, joint ventures and associates spread across the globe. As on March 31, 2026, the Company had 142 subsidiaries, 4 Associates, 4 Joint Ventures 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 incorporated/acquired or dissolved/liquidated to be subsidiaries / associate/joint ventures during the financial year are as follows:

Entities Incorporated/Acquired

Entities Dissolved/ Liquidated/Disposed-Off

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.

Directors

Non-Executive & Non-Independent Directors

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.

In accordance with the provisions of the Act and the Articles of Association of the Company, Ms. Yael Gairola is liable to retire by rotation at the ensuing 15th AGM and being eligible, has offered herself for re-appointment. On the recommendation of the NRC, the Board of Directors recommends her reappointment as Director, liable to retire by rotation. The said re-appointment is subject to the approval of members at the ensuing AGM.

Executive Director

As on the date of this report, Mr. Pallak Seth is the Executive Vice Chairman of the Company, who is liable to retire by rotation.

Independent Directors

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

During the financial year, Ms. Sandra Campos (DIN: 10390929), Independent Director of the Company, completed her first term of two years on November 27, 2025. Pursuant to the provisions of the Companies Act, 2013 and applicable regulations, she was re-appointed for a second consecutive term of two years, commencing from November 28, 2025, to November 27, 2027 (both days inclusive). The re-appointment was duly approved by the shareholders at the AGM of the Company held on July 24, 2025.

All the Directors of the Company have confirmed that they are not disqualified to act as Director in terms of Section 164(1), Section 164(2) and Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014 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.

Directors seeking re-appointment in the ensuing AGM:

Basis the recommendation of the NRC, the Members of the Board, subject to the approval of the Members in the ensuing AGM, have approved the re-appointment of Mr. Nishant Parikh (DIN: 07349640) and Mr. Robert Sinclair (DIN: 09390821) as Independent Directors of the Company, not liable to retire by rotation, for a second term of 2 (two) consecutive years, with effect from December 8, 2026 to December 7, 2028 (both days inclusive) and November 9, 2026 to November 8, 2028 (both days inclusive), respectively.

Key Managerial Personnel

As on date of this report, Mr. Sanjay Jain, Group Chief Executive Officer, Mr. Sadik Ismail Sunasara, Group Chief Financial Officer and Mr. Abhishekh Kanoi, Group Legal Flead & Company Secretary are the Key Managerial Personnel of the Company in accordance with the provisions of Section 2(51) read with Section 203 of the Act.

Mr. Rahul Ahuja resigned from the office of Group Chief Financial Officer of the Company effective closure of business hours on March 31, 2026. Further, Mr. Sadik Ismail Sunasara was appointed as the Group Chief Financial Officer of the Company effective April 1, 2026.

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) they 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) 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

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

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 and Board meetings. Recommendations arising from the evaluation process were considered by the Board and its committees to further strengthen their overall performance & 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 implemented a structured induction and familiarisation programme for the orientation and training of Directors at the time of their appointment, with the objective of enabling them to gain a comprehensive understanding of the Company, its governance framework, management structure, operations, and the industry in which it operates.

The programme is designed to equip Directors with relevant insights into the Company's business model, strategic priorities, regulatory environment, risk management framework, and key organisational policies, thereby facilitating their effective participation in Board and Committee deliberations.

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.

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 reappointed as Statutory Auditors of the Company at the 13th AGM held on July 26, 2024, to hold office from the conclusion of the 13th AGM till the conclusion of the 18th AGM to be held in the year 2029 for a second term of 5(five) consecutive years. 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

In accordance with Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. SGGS & Associates ("SGGS"), Practicing Company Secretaries [ICSI Unique Code: P2021MH086900], were appointed as Secretarial Auditors of the Company at the 14th Annual General Meeting held on July 24, 2025, to hold office for a period of 5 (five) consecutive years from the financial year 2025-26 till the financial year 2029-30.

The Secretarial Audit Report for the financial year ended March 31, 2026, in the prescribed Form MR-3, forms part of this Annual Report as Annexure 3. There are no qualifications, reservations, adverse remarks or disclaimers made by the Secretarial Auditors, in their Audit Report for the financial year under review. The remark therein is detailed in the report and is self-explanatory.

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, 2026, 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 2025-26.

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 required to spend Rs.35,18,547 towards CSR and has fully complied with the statutory requirements of the Act. The contribution was made to 'Soham for Kids Education Society', Flyderabad, towards supporting underprivileged and orphaned children through initiatives including education, mid-day meals, healthcare, and vocational training, in line with Schedule VII of the Act.

The Company's CSR Policy and the Annual Action Plan are available on the website of the Company at:

The same are also 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.

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 have 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.

RELATED PARTY TRANSACTIONS

The Company has established a robust framework for the identification, review, approval, and monitoring of Related Party Transactions ("RPTs"). All RPTs undertaken during the financial year 2025-26 were in the ordinary course of business and on an arm's length basis. The Audit Committee reviewed and approved all such transactions in accordance with the Company's RPT Policy. As a standard practice, omnibus approvals are obtained on a periodic basis for repetitive and unforeseen transactions, subject to defined criteria under the Policy. Only Independent Directors who are members

of the Audit Committee participated and voted on matters relating to RPTs, and the Committee is empowered to seek any information from management and appoint third-party advisors, wherever necessary, to ensure that transactions are in the best interests of the Company.

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 under of Section 134 of the Act is not applicable.

ANNUAL RETURN

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 and Schedule V of the SEBI Listing Regulations, the Management Discussion and Analysis Report is presented in a separate section, forming part of this Annual Report.

CORPORATE GOVERNANCE

The Company is dedicated in fostering a culture anchored in fundamental values and ethical governance standards. We consistently uphold transparency in our operations and place significant emphasis on ethical conduct in all aspects of our business. In terms of Regulation 34 of the SEBI Listing Regulations, the Report on Corporate Governance for the financial year ended March 31,2026 is attached to this report as Annexure 6.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

VIGIL MECHANISM/WHISTLEBLOWER POLICY and VIGIL MECHANISM

The Company has implemented a Vigil Mechanism Policy,

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

COMMITMENT TO PREVENTION OF SEXUAL HARASSMENT

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 ("POSH") 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. To foster a safe and inclusive work environment, the Company regularly conducts sensitization and awareness programs for its employees on the prevention of sexual harassment at the workplace.

The details of the complaints under the POSH Act as of March 31, 2026 are as follows:

DISCLOSURE UNDER MATERNITY BENEFIT ACT 1961

In accordance with the provisions of the Maternity Benefit Act, 1961 read with the relevant provisions of the Code on Social Security, 2020, to the extent notified, the Company has implemented a comprehensive Maternity Benefit Policy. During the financial year under review, the Company has complied with all applicable requirements of the Maternity Benefit Act, 1961, including the provision of paid maternity leave and other prescribed entitlements. The Company remains committed to fostering a supportive work environment and ensuring the welfare of our employees in full alignment with applicable labor regulations.

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 Rs. 25,481.50 Lakhs for FY 2025-26 against Rs.40,834.51 Lakhs for FY 2024-25 as against foreign exchange outgo equivalent to Rs. 13,358.32 Lakhs for FY 2025-26 against Rs.45,931.50 Lakhs for FY 2024-25.

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 ortribunals impacting the going concern status and the Company's operations in future.

A. Compliance Management:

Compliance Management is an integral part of corporate governance, ensuring adherence to applicable laws, regulations, and internal policies across all jurisdictions in which the Company operates. The Company has established a robust compliance framework designed to identify, assess, monitor, and mitigate regulatory risks while promoting a culture of integrity and accountability.

The compliance function is driven by a structured system of policies, standard operating procedures, and internal controls aligned with the requirements of the Securities and Exchange Board of India, the Ministry of Corporate Affairs, and other applicable regulatory authorities.

Further, the Company has implemented a Code of Conduct, Insider Trading Code, and other governance policies to ensure ethical business practices. Regular training and awareness programs are conducted for employees to reinforce compliance requirements and updates in regulatory landscape.

Through this structured and proactive approach, the Company continues to strengthen its compliance culture, ensuring transparency, accountability, and sustainable business practices.

KYC Updation: Pursuant to Circular No. HO/38/13/ (4)2026-MIRSD-POD/l/4298/2026 dated February 06, 2026 issued by the Securities and Exchange Board of India, the Company has taken necessary steps to facilitate updation of PAN, KYC details (including contact, bank details and specimen signature) and nomination for shareholders holding securities in physical form.

As mandated, shareholders are required to furnish these details to enable service requests and electronic processing of payments, including dividends. During the year, reminder communications were issued to such shareholders to update their details with the Registrar and Transfer Agent, MUFG Intime India Private Limited.

Special Window for Transfer and Dematerialization of Physical Securities: Pursuant to SEBI Circular No. HO/38/13/11 (2)2026-MIRSD-POD/I/3750/2026 dated January 30, 2026, issued on "Special Window for Transfer and Dematerialisation of Physical Securities", the Company undertook necessary investor outreach initiatives during the year. This awareness was designed to sensitize and guide shareholders holding shares in physical form about the operational mechanics, step-by-step procedures, and statutory timelines of the special window, thereby facilitating a seamless transition to dematerialised holdings.

Investor Education and Protection Fund: In line with the lEPFA's "Saksham Niveshak" campaign, the Company undertook awareness initiatives and supported processing of unclaimed dividends for shareholders who updated their bank details. Further details are provided in the Corporate Governance Report annexed to this report.

C. IT Security Breach and Safety:

The Company has implemented comprehensive IT security programmes supported by advanced

technology solutions and trained personnel to safeguard its employees, systems, and assets across all locations from potential IT security breaches and cyber threats. During the financial year, no material security incidents or breaches occurred. Minor, nonmaterial incidents were duly reported in the Integrated Corporate Governance Report filed with the Stock Exchanges for the quarter ended September 30, 2025. The Company undertakes periodic cybersecurity risk assessments and continuously strengthens its security framework to address the evolving threat landscape. Further, it has deployed best-in-class IT security measures and processes to ensure the protection, integrity, and resilience of its digital infrastructure and critical information assets.

D. Anti-Modern Slavery Statement:

E. 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.

F. Executive Vice-Chairman, Group CEO & Group CFO Certificate:

In accordance with the provisions of Regulation 17(8) of the SEBI Listing Regulations, certificate from the Executive Vice-Chairman, Group CEO & Group CFO in relation to the Financial Statements for the year ended March 31,2026, is provided in Annexure 6 forming part of this Board's Report.

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.

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 during the year under review and value the contributions made by every member of the PDS family globally. Their dedication, teamwork, and support have been key to the Company's sustained growth.