PDS Limited has submitted its monitoring agency report for the quarter ended December 31, 2025, regarding the utilization of proceeds from its Qualified Institutional Placement (QIP). The report, prepared by CRISIL Ratings Limited as the appointed monitoring agency, was considered and approved by the company's Audit Committee and Board of Directors in their respective meetings held on February 10, 2026.

QIP Issue Details and Proceeds Structure

The company's QIP was conducted from August 22, 2024, to August 27, 2024, raising gross proceeds of Rs 43,000 lakhs. After deducting issue expenses, the net proceeds available for utilization stood at Rs 41,055.96 lakhs.

As of December 31, 2025, cumulative issue expenses incurred amounted to Rs 1,858.49 lakhs, with the remaining Rs 85.55 lakhs lying unspent in the company's monitoring account and fixed deposits.

Fund Utilization Progress

The monitoring agency report reveals that no funds were utilized during the quarter ended December 31, 2025, toward the stated objectives. The total utilization status shows Rs 30,256.13 lakhs deployed since the QIP completion, leaving Rs 10,799.83 lakhs unutilized.

Deployment of Unutilized Proceeds

The company has deployed the unutilized funds across various instruments to ensure optimal returns while maintaining liquidity. The deployment includes fixed deposits with ICICI Bank, balances in monitoring accounts, and subsidiary account balances.

Compliance and Monitoring Framework

CRISIL Ratings Limited, serving as the monitoring agency under the SEBI regulations, confirmed that all utilization remains aligned with the disclosures made in the placement document. The report indicates no material deviations from the stated expenditure plans and confirms that all necessary government and statutory approvals have been obtained.

The company's fund utilization strategy focuses on two primary objectives: repayment of borrowings across the company and its subsidiaries, and pursuing strategic acquisitions along with general corporate purposes. The monitoring framework ensures transparency and regulatory compliance throughout the utilization process.

Regulatory Compliance Status

The monitoring agency confirmed that PDS Limited has maintained full compliance with SEBI regulations regarding QIP proceeds utilization. No deviations were reported, and the company has obtained all required approvals from NSE, BSE, NSDL, CDSL, and the Registrar of Companies. The report emphasizes that the amount allocated for strategic acquisitions and general corporate purposes does not exceed the prescribed limits of 35% collectively and 25% individually of the gross proceeds.

PDS Limited has completed the allotment of 63,750 equity shares under its Employee Stock Option Plan 2021 - Plan A, marking another milestone in its employee benefit initiatives. The Nomination and Remuneration Committee of the Board of Directors approved this allotment on February 10, 2026, benefiting employees of the company and its subsidiaries who exercised their vested stock options.

Share Allotment Details

The allotment comprises 63,750 equity shares with a face value of ₹2 each, issued to eligible employees who exercised their stock options under the ESOP scheme. The shares were allotted at exercise prices of ₹219 and ₹253.40 per share, with corresponding premiums of ₹217 and ₹251.40 per share respectively.

Impact on Share Capital

Following this allotment, the company's capital structure has been enhanced significantly. The issued, subscribed and paid-up capital increased from the existing ₹28,27,56,766 to ₹28,28,84,266. The total number of equity shares outstanding rose from 14,13,78,383 to 14,14,42,133 shares.

Regulatory Compliance and Share Characteristics

The newly allotted shares carry distinctive numbers from 14,13,78,384 to 14,14,42,133 and will be issued in demat form under ISIN number INE111Q01021. These shares will rank pari-passu with the existing equity shares of the company, ensuring equal rights and privileges for all shareholders.

The company has confirmed that no lock-in provisions apply to these shares, and they are identical in all respects to the existing equity shares. PDS Limited's shares are listed on both BSE Limited (Scrip Code: 538730) and National Stock Exchange of India Limited (Scrip Symbol: PDSL), providing liquidity options for the allottees.

ESOP Plan Background

The Employee Stock Option Plan 2021 - Plan A was originally filed with the stock exchanges on August 18, 2021, with filing numbers BSE: 136424 and NSE: 28018. This allotment represents the company's continued commitment to employee participation in its growth story through equity-based compensation structures.