PDS Limited has disclosed a significant professional misconduct case involving a former employee of its step-down subsidiary, prompting comprehensive legal action across multiple jurisdictions. The company made the disclosure under Regulation 30 of SEBI Listing Regulations on April 20, 2026.

Nature of Professional Misconduct

The misconduct case involves a former senior employee of Poeticgem International Limited, a step-down subsidiary of PDS Limited incorporated in Hong Kong with a liaison office in Bangladesh. The company has identified potential irregularities involving misuse of position, breach of confidentiality, and suspected financial misconduct.

Financial Impact Assessment

The company has provided a detailed assessment of the potential financial implications of the misconduct case. The allegations relate to certain historical transactions spanning a four-year period.

The company has emphasized that the ₹20.15 crore figure represents a broad estimate and should not be construed as a quantified or confirmed accounting loss. At this stage, there is no identified incremental financial exposure or future liability on the company or Poeticgem arising from the FIR registration.

Legal Actions Undertaken

PDS Limited and Poeticgem have initiated comprehensive legal proceedings across multiple jurisdictions to address the professional misconduct case.

The legal actions include:

• Poeticgem has initiated appropriate legal actions in Bangladesh, with the matter presently sub judice and under investigation before competent authorities
• The company filed a formal complaint with the Economic Offences Wing (EOW), Mumbai, on January 10, 2026
• Following the EOW complaint, an FIR was registered on April 18, 2026, under the Bharatiya Nyaya Sanhita, 2023

Regulatory Compliance

The disclosure was made pursuant to Regulation 30 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The company has provided all required details under the SEBI Master Circular for compliance with SEBI Listing Regulations dated January 30, 2026.

The matter remains under investigation by competent authorities, and the company has made the information available on its website at www.pdsltd.com . The disclosure was signed by Abhishekh Kanoi, Group Legal Head & Company Secretary, on April 20, 2026.

PDS Limited has formally notified stock exchanges that it does not qualify as a 'Large Corporate' under the Securities and Exchange Board of India (SEBI) regulatory framework. The company submitted its initial disclosure to both the National Stock Exchange of India Limited and BSE Limited on April 17, 2026.

Regulatory Compliance Disclosure

The disclosure was made in reference to SEBI Circular SEBI/HO/DDHS/DDHS-RACPOD1/P/CIR/2023/172 dated October 19, 2023, which pertains to fund raising by issuance of debt securities by large entities. PDS Limited confirmed that it does not meet the applicability criteria specified under Clause 332.2 of the circular.

Financial Position Details

The company provided key financial information as part of its regulatory submission:

Regulatory Framework Context

Under the SEBI framework, entities identified as Large Corporates are subject to specific mandatory borrowing requirements through debt securities. The regulations include provisions for fines in case of shortfall in mandatory borrowing, with a penalty of 0.20% of the shortfall levied by stock exchanges at the end of two-year block periods.

Corporate Authorization

The disclosure was duly authorized and digitally signed by key company officials:

• Abhishekh Kanoi, Group Legal Head & Company Secretary (ICSI Membership No.: F-9530)
• Sadik Sunasara, Group Chief Financial Officer

Both officials confirmed the company's non-qualification status under the Large Corporate definition as per the applicable SEBI circular. The formal submission ensures PDS Limited's compliance with regulatory disclosure requirements while clarifying its position regarding debt securities framework obligations.