PDSL - PDS

Promoters Pallak Seth and Pulkit Seth have submitted a formal declaration under Regulation 31(4) of the SEBI (SAST) Regulations for the financial year 2025-26. The filing confirms that the promoter group and Persons Acting in Concert (PAC) have not created any new encumbrances or pledges on their shares, other than those already disclosed. This is a standard annual compliance procedure intended to ensure transparency regarding promoter shareholding. It provides assurance to investors that the promoter's equity remains free of undisclosed liens.

• Compliance with Regulation 31(4) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
• Promoters Pallak Seth and Pulkit Seth confirmed zero new encumbrances during the FY 2025-26 period
• The declaration covers the entire promoter group and Persons Acting in Concert (PAC)
• Formal notification has been submitted to both NSE and BSE as well as the Company's Audit Committee

PDS Limited has announced that NexStyle Apparel Manufacturing Limited is no longer a wholly owned subsidiary effective March 31, 2026. This change in status is due to the allotment of shares under Employee Stock Options (ESOPs) at the subsidiary level. While PDS Limited's stake has been diluted from 100%, NexStyle remains a subsidiary of the company. This move is a standard corporate procedure to incentivize and retain management within the subsidiary unit.

• NexStyle Apparel Manufacturing Limited ceased to be a 100% wholly owned subsidiary on March 31, 2026.
• The change in ownership structure was triggered by the allotment of shares under an ESOP scheme.
• PDS Limited continues to maintain a controlling interest in NexStyle Apparel Manufacturing Limited.
• The disclosure was made in compliance with Regulation 30 of SEBI (LODR) Regulations, 2015.

PDS Limited is consolidating its ownership in two key Hong Kong-based subsidiaries, GoodEarth Lifestyle Limited and Progress Manufacturing Group Limited, by acquiring the remaining 7% stake in each to reach 100% ownership. The acquisition is being executed at a nominal cost of just USD 2 (approx. ₹188) to simplify the corporate structure and facilitate Management ESOPs. These entities are significant contributors to the group, with a combined consolidated turnover exceeding ₹787 crore in FY25. While both entities reported positive PAT for FY25, they currently maintain negative consolidated net worth positions.

• Acquisition of 7% stake in GoodEarth Lifestyle Ltd and Progress Manufacturing Group Ltd to achieve 100% control.
• Nominal acquisition cost of USD 2 (approx. ₹188) for the combined minority stakes.
• GoodEarth Lifestyle reported FY25 consolidated turnover of ₹337 crore and PAT of ₹11.02 crore.
• Progress Manufacturing Group reported FY25 consolidated turnover of ₹450.93 crore and PAT of ₹14.31 crore.
• Strategic move intended to simplify shareholding and facilitate Employee Stock Option Plans (ESOPs) for management.

PDS Limited has announced the closure of its trading window for all insiders and designated persons starting April 1, 2026. This action is in compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015, ahead of the company's financial results for the quarter and year ending March 31, 2026. The window will remain closed until 48 hours after the official announcement of these financial results. The specific date for the board meeting to approve the results will be communicated to the exchanges at a later date.

• Trading window closure effective from Wednesday, April 1, 2026
• Closure pertains to the financial results for the quarter and year ending March 31, 2026
• Restriction applies to all insiders, designated persons, and their immediate relatives
• Window to reopen 48 hours after the financial results are declared to stock exchanges

PDS Limited has announced the incorporation of a new wholly-owned subsidiary, PDS Global Sourcing Limited, effective March 20, 2026. The parent company has subscribed to 5,00,000 equity shares at a face value of ₹2 each, totaling a cash investment of ₹10,00,000. This new entity will operate within the textile and apparel sector, focusing on manufacturing, processing, and trading across domestic and international markets. The move is intended to enhance operational efficiency and market reach through retail, wholesale, and e-commerce channels.

• Incorporation of PDS Global Sourcing Limited as a 100% wholly-owned subsidiary in India.
• Initial cash investment of ₹10,00,000 for 5,00,000 equity shares at ₹2 per share.
• Business scope covers manufacturing, processing, and trading of garments, textiles, fibers, and yarns.
• Strategic focus on multi-channel distribution including retail, wholesale, and e-commerce.

PDS Limited has announced the successful passage of five special resolutions via postal ballot, all receiving over 97% shareholder approval. Key resolutions include shifting the company's registered office from Maharashtra to Haryana and amending the PDS Limited Employee Stock Option Plan 2021 – Plan B. Additionally, shareholders authorized the ESOP Trust to acquire shares through secondary market purchases and approved a company-funded loan to the trust for this purpose. The voting saw a total of 92.87 million votes polled, representing approximately 65.69% of the total outstanding shares.

• Shifting of the Registered Office from Maharashtra to Haryana approved with 99.99% majority.
• Amendments to the PDS Limited Employee Stock Option Plan 2021 – Plan B passed with 97.89% votes in favour.
• Authorization for the ESOP Trust to acquire equity shares via secondary market acquisition was successfully obtained.
• Approval granted for the company to provide a loan to the ESOP Trust for implementing the stock option plan.
• A total of 92,868,795 votes were polled, with significant support from both promoters and public institutions.

PDS Limited, through its UAE-based subsidiary, has acquired the remaining 25% equity stake in PDS Radius Brands FZCO, making it a 100% step-down subsidiary. The acquisition was completed for a nominal cash consideration of approximately INR 0.06 Cr (USD 6,812). PDS Radius UAE reported a turnover of INR 6.62 Cr and a net loss of INR 5.87 Cr for FY24-25. This move is intended to simplify the corporate structure and facilitate more efficient execution of turnaround initiatives for the loss-making entity.

• Acquired the remaining 25% stake in PDS Radius Brands FZCO, UAE, to achieve 100% ownership.
• Total cash consideration for the 25% stake is USD 6,812 (approx. INR 0.06 Cr).
• Target entity reported a turnover of INR 6.62 Cr and a net loss of INR 5.87 Cr in FY24-25.
• The acquisition aims to simplify shareholding and enable more efficient decision-making for turnaround strategies.

PDS Limited has issued a clarification regarding its Postal Ballot notice to expand its Employee Stock Option Plan (ESOP) Pool B. The company proposes to increase the pool by 2,99,000 options, bringing the total to 8,05,740 options, which represents 0.57% of the paid-up share capital. Furthermore, the financial assistance limit for the ESOP Trust is being enhanced by Rs. 22 crore to a total of approximately Rs. 31 crore. This clarification follows feedback from Proxy Advisors to ensure transparency regarding exercise prices and performance-based vesting conditions.

• Proposed increase of ESOP pool by 2,99,000 options to a total of 8,05,740 options.
• Total ESOP pool represents approximately 0.57% of the company's paid-up share capital as of December 31, 2025.
• Financial assistance limit for the ESOP Trust to be enhanced by Rs. 22 crore, reaching a total of ~Rs. 31 crore.
• ESOPs are generally granted at a 25-30% discount to the market price with a 3-4 year vesting period.
• Clarification issued to address Proxy Advisor queries regarding governance and performance-linked incentives.

PDS Limited has announced the dissolution of its Hong Kong-based step-down subsidiary, Fareast Vogue Limited, effective February 27, 2026. This move is part of an ongoing initiative to streamline the group's corporate structure by eliminating non-operational and redundant entities. The subsidiary had zero turnover and a negligible net worth of approximately ₹8.60 lakh, representing only 0.01% of the company's consolidated net worth. Management has confirmed that this transaction will have no material impact on the company's financial position.

• Fareast Vogue Limited (Hong Kong) has been dissolved to streamline the corporate structure.
• The subsidiary contributed 0% to the consolidated turnover of PDS Limited.
• Net worth of the dissolved entity was ₹8,60,469, which is 0.01% of the consolidated net worth.
• The dissolution was effective from February 27, 2026, with formal confirmation received on March 5, 2026.

PDS Limited has scheduled its participation in the 'Bharat Connect Conference – Rising Stars' on March 11, 2026. The meeting will be conducted virtually and is intended for interactions with institutional investors and analysts. The company has explicitly stated that no unpublished price sensitive information (UPSI) will be shared during the event. This is a routine disclosure as per SEBI Listing Obligations and Disclosure Requirements.

• Participation in Bharat Connect Conference – Rising Stars scheduled for March 11, 2026.
• The meeting will be held in a virtual mode originating from Mumbai.
• Discussions will be based strictly on publicly available information and existing investor presentations.
• The schedule is subject to change based on exigencies from either the company or investors.

PDS Limited has announced the dissolution of its step-down subsidiary in Portugal, Brand Collective BCPT, Unipessoal LDA, effective February 11, 2026. This move is part of a strategic initiative to streamline the PDS Group's corporate structure by eliminating redundant and non-operational entities. The subsidiary had zero turnover and zero net worth contribution to the consolidated financials in the last fiscal year. As a result, the company confirms there is no material impact on its overall financial position.

• Dissolution of step-down subsidiary Brand Collective BCPT, Unipessoal LDA (Portugal) effective Feb 11, 2026
• The entity contributed ₹0 to consolidated turnover and 0% to the group's net worth
• Action taken to eliminate non-operational and redundant entities within the PDS Group
• No material financial impact reported on the company's consolidated balance sheet

PDS Limited reported a steady 6% YoY revenue growth for 9M FY26, reaching ₹9,591 crores, with GMV growing 7% to ₹14,760 crores. While Q3 PAT declined 18% to ₹37 crores, the company achieved a significant 236 basis point expansion in gross margins due to procurement efficiencies and cost discipline. A major operational highlight is the reduction of the working capital cycle from 17 days to 7 days, significantly strengthening the cash flow position. The company also announced a leadership transition, with Sadik Sunasara taking over as Group CFO from Rahul Ahuja.

• 9M FY26 Revenue grew 6% to ₹9,591 crores; excluding two impacted vendors, growth stood at 11.2%.
• Q3 Gross Margin expanded by 236 basis points YoY, resulting in an 11% increase in EBITDA.
• Working capital cycle improved drastically, reducing from 17 days to 7 days.
• Manufacturing segment is now profitable with margins between 3.5% and 4%, targeting 40-50% growth next year.
• India's effective tariff exposure in the U.S. market reduced from 50% to 18%, providing a strategic sourcing advantage.

PDS Limited has issued a postal ballot notice to shareholders seeking approval for five special resolutions, primarily focused on its Employee Stock Option Plan (ESOP) 2021 – Plan B. The company proposes to increase the ESOP pool by 2,99,000 options, bringing the total to 8,05,740 options, which is approximately 0.57% of the paid-up capital. Other key resolutions include shifting the registered office from Maharashtra to Haryana and authorizing the ESOP Trust to acquire shares via secondary market purchases. The e-voting period for these resolutions is scheduled from February 13 to March 14, 2026.

• Proposed increase of 2,99,000 options in the ESOP 2021 – Plan B pool.
• Total ESOP pool to reach 8,05,740 options, representing ~0.57% of paid-up share capital.
• Shifting of the Registered Office from Maharashtra to Haryana for administrative purposes.
• Authorization for the ESOP Trust to acquire equity shares via secondary market transactions to avoid fresh dilution.
• E-voting period set from February 13, 2026, to March 14, 2026, with results by March 16.

PDS Limited has informed the exchanges that the audio recording of its Q3 and 9M FY26 earnings conference call is now available for public access. The call, which took place on February 11, 2026, at 4:00 PM IST, involved discussions regarding the company's financial performance for the quarter and nine-month period. This disclosure is a routine regulatory requirement under SEBI (LODR) Regulations, 2015, ensuring transparency for shareholders who could not attend the live session. Investors can access the recording through the company's official investor relations portal.

• Audio recording of the Q3 and 9M FY26 earnings call is now live on the company website.
• The conference call was held on February 11, 2026, following the release of financial results.
• Compliance filing made under Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
• The recording provides management's detailed commentary on the financial performance for the period ending December 2025.