The Board of Directors is delighted to present the 45^th Annual Report on the business and operations of Pakka Limited ("the Company") along with the summary of
standalone and consolidated financial statements for the year ended March 31, 2025.

In compliance with the applicable provisions of the Companies Act, 2013, ("the Act"). the Securities and Exchange Board of India ("SEBI") (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations"), this Directors' Report is prepared based on the standalone and consolidated financial statements of the Company
for the year under review and also present the key highlights of performance of subsidiaries, joint ventures, and associate companies and their contribution to the overall
performance of the Company for the year under review.

1. Financial Results:

Key highlights of consolidated and standalone financial performance for the year ended March 31, 2025, are summarized as under:

2. PERFORMANCE REVIEW

2.1 CONSOLIDATED

The Operative Revenue stood at H40,604.08 lakhs in FY25 compared to H40,474.29 lakhs in FY24 on a consolidated basis. Operative Revenue increased by 0.32% in
comparison to the last financial year. The Consolidated Profit after tax in FY25 was at H3,751.97 lakhs compared to H4,080.73 lakhs in FY24. The consolidated profit
after tax decreased by 8.76%.

2.2 STANDALONE

The Operative Revenue stood at H40,604.09 lakhs in FY25 compared to H40,474.29 lakhs in FY24 on a standalone basis. Operative Revenue decreased by 0.32% in
comparison to the last financial year. The Standalone Profit after tax in FY25 was at H5,669.79 lakhs compared to H4,866.93 lakhs in FY24. The standalone profit after
tax decreased by 16.50%.

2.3 PRODUCTION AND SALES

Your Company has reported the following production and sales:

2.4 ANNUAL PERFORMANCE

Details of your Company's annual performance is published on the Company's website and presented during the Investors Conference Call. The same can be
accessed under the Investors Meet tab in the Investor Section of the website of the Company: www.pakka.com.

3. DIVIDEND

The Board of Directors in its meeting held on 30^th May, 2025 has decided to retain funds for major capacity expansion both domestically and internationally, hence
decided not to recommend any Dividend.

4. TRANSFER TO RESERVES

During the under report the Company has not transferred any amount to General Reserves. As per Standalone financials, the net movement in the reserves of the
Company for FY25 and FY24 is as follows:-

(H In lakhs)

5. SUBSIDIARIES/JOINT VENTURES/ASSOCIATES

We, along with our subsidiaries, provide manufacturing, consulting, technology,
outsourcing and marketing services. We had 3 wholly owned subsidiaries
i.e., Pakka Inc, an USA-based Company, Pakka Pte Ltd, a Singapore based
subsidiary company and Pakka Impact Limited, an India based subsidiary
company.

The financial transactions of the said subsidiaries during the year are included
in the Consolidated Financial Statements of the Company and one step -down
wholly owned subsidiary, Pakka Guatemala, a USA - based company.

6. CONSOLIDATED FINANCIAL STATEMENTS

According to Section 129(3) of the Act, the consolidated financial statements
of the Company and its subsidiaries, joint ventures, and associates are
prepared in accordance with the relevant Indian Accounting Standard
specified under the Act, and the rules thereunder form part of this
Annual Report. A statement containing the salient features of the financial
statements of the Company's subsidiaries, joint ventures, and associates in
Form No. AOC-1 forming part of this Directors' Report.

Further, pursuant to the provisions of Section 136 of the Act, the financial
statements along with other relevant documents, in respect of subsidiaries,
are available on the Company's website and can be accessed at https://www.
pakka.com/investors. The details of the business of subsidiaries, associates,
and joint ventures during FY2025 are given on the website of the Company.

The policy for determining material subsidiaries of the Company has been
provided in the following link under tab of the Policy of Investor Section on
the website of the Company www.pakka.com.

7. SHARE CAPITAL

The authorized share capital of the Company was H6,005 lakhs divided into
5605 lakhs equity shares of H10 each and 4 lakhs preference share capital of
H100 each as on 31^st March, 2025.

The paid up Equity Share Capital of the Company as on 31^st March, 2024 was
paid H3916.81 lakhs. The paid-up share capital further increased to H3941.98
lakhs on 27^th June, 2024 on allotment of 2,51,700 Equity Shares of Face Value

of H10/- each of Pakka to 101 Team Members under ‘Pakka Team Stock Option
Plan, 2021'.

The paid-up Equity Share Capital of the Company was further increased
to H4494.81 lakhs on 14^th October, 2024 on allotment of 54,00,000 Equity
Shares at a Face Value of H_10/- each and Security Premium of H_262/-
per equity share on preferential basis to the Non-Promoters allottees. The
paid-up a Equity Share Capital of the Company as on 31^st March, 2025 was
H_4494.81 lakhs.

The paid-up Equity Share Capital of the Company is H_4494.81 lakhs on 13^th
August, 2025 i.e. the date of the Directors' Report. The Company has not
issued shares with differential voting rights, employee stock options and
sweat equity shares during the year under review. The Company has paid
Listing Fees for the financial year 2025-26 and 2026-27 to BSE Limited and
National Stock Exchange of India Limited, where its equity shares are listed.

8. PAKKA TEAM STOCK OPTION PLAN - 2021 (TSOP) DISCLOSURE

Your Company has approved Pakka Team Stock Option Plan - 2019 (ESOP) in
the Board Meeting in the year 2019 i.e., ‘Pakka Team Stock Option Plan - 2019'
and approved by the members of the Company in the 39^th Annual General
Meeting held on September 20, 2019 and further modification approved in
the 40^th Annual General Meeting held on 31^st October, 2020, which was not
implemented.

The Members of the Company in the Extra Ordinary General Meeting held
on 6^th May, 2022 approved the new scheme ‘Pakka Team Stock Option
Plan - 2021' (‘TSOP'/'Plan'), in supersession of earlier Special Resolution
passed by the Members of the Company as aforesaid and authorised the
Board (including Compensation Committee) to create, offer, issue, reissue,
grant, transfer and allot from time to time, and in one or more tranches,
such number of Team (Employee) Stock Options (hereinafter referred to as
"Options"), under the PAKKA TEAM STOCK OPTION PLAN - 2021 (‘New TSOP')
and to issue fresh options, re-issue options that may lapse/ get cancelled/
surrendered in future under the New TSOP, in complete supersession of any
earlier team member (employee) stock option plan of the Company and to
issue and allot such number of Equity Shares of the Company H10 (Rupees
ten only) each not exceeding 20,00,000 (Twenty Lakhs) Equity Shares,
representing in the aggregate 5.68 % (approx.) of the issued, paid-up and

subscribed share capital of the Company (as on April 01, 2022) at such price
or prices, and on such terms and conditions, as may be determined by the
Board in accordance with the provisions of New TSOP and in due compliance
with the SBEB Regulations and other applicable laws, rules and regulations, to
or to the benefit of the eligible team members i.e. employees/ directors of the
Company (i.e. Eligible Beneficiaries as defined in the ‘New TSOP')

Thereafter, the Nomination and Remuneration Committee (Compensation
Committee) of the Board of Directors of the Company ("NRC") in its meeting
held on July 7, 2022 has granted 14,16,600 stock options of the Company to
361 number of the eligible Team members in terms of TSOP at an exercise
price of H82.21 (Rupees Eighty-Two and Twenty-One paisa Only) per Share.

Thereafter, the Nomination and Remuneration Committee (Compensation
Committee) of the Board of Directors of the Company ("NRC") in its meeting
held on 2^nd September, 2023 has allotted 10,89,600 equity shares and on
27^th June, 2024 has allotted 2,51,700 equity shares under ‘Pakka Team Stock
Option Plan - 2021'.

The disclosure relating to ESOPs required to be made under the provisions of
the Companies Act, 2013 and the rules made thereunder and the Securities
and Exchange Board of India (Share Based Employee Benefit and Sweat
Equity) Regulations, 2021 ("SBEB Regulations") is provided on the website of
the Company www.pakka.com under the Investor Section.

A certificate obtained from the Secretarial Auditors, confirming that the
TSOP (ESOP) Schemes of the Company are in compliance with the SBEB
Regulations and that the Company has complied with the provisions of the
Companies Act, 2013 and the SBEB Regulations is also provided in ‘Annexure
- B' forming part of this Directors' Report.

9. HUMAN RESOURCE DEVELOPMENT

Our Team Members are our most important assets. We are committed to
hiring and retaining the best talent and being among the industry's leading
employers. For this, we focus on promoting a collaborative, transparent and
participative organization culture, and rewarding merit and sustained high
performance. Our human resources management focuses on allowing our
Team Members to develop their skills, grow in their career and navigate their
next.

10. CREDIT RATING

The Company has given a mandate to Care Ratings Ltd. to rate its long-term
and short-term debts. The Care Ratings Ltd. has issued its credit rating letter
on 7^th March 2025 as detailed below-

11. MATERIAL CHANGES AND COMMITMENTS AFFECTING
FINANCIAL POSITION BETWEEN THE END OF THE FINANIAL
YEAR AND THE DATE OF THE REPORT

There have been no material changes or commitments that have affected the
financial position of the Company that between the close of FY 2025 and the
date of this report.

12. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY'S
OPERATIONS IN FUTURE

During the year under review, there were no significant and material orders
passed by the Regulators / Courts that would impact the going concern
status of the Company and its future operations.

13. SCHEME OF ARRANGEMENT BETWEEN THE COMPANY AND
PAKKA IMPACT LIMITED

In line with the clutter-free business philosophy, the Board of Directors in its
meeting held on 27^th March, 2024 has considered and instructed to prepare a
scheme of Merger of Pakka Impact Limited (CIN: U74110UP2014PLC062982),
a wholly owned subsidiary company into Pakka Limited (CIN:
L24231UP1981PLC005294) in terms of the provisions of Section 230-232 of
the Companies Act, 2013 and place it before the Audit Committee and Board
for their approval. The Board has also considered other related matters
with regard to the appointment of Merchant Bankers, Registered Valuers,
Lawyers etc.

14. DEPOSITS

The Company has not accepted any deposits from the public during the year
under review. No amount on account of principal or interest on deposits from
the public was outstanding as on 31^st March, 2025.

15. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR
ADEQUACY

The Company has a comprehensive internal control mechanism and also
has in place adequate policies and procedures for the governance of orderly
and efficient conduct of its business, including adherence to the Company's
policies, safeguarding its assets, prevention, and detection of frauds and
errors, accuracy and completeness of the accounting records, and timely
preparation of reliable financial disclosures. The Company's internal control
systems are commensurate with the nature of its business, and the size and
complexity of its operations and such internal financial controls concerning
the Financial Statements are adequate.

Your Company has appointed Thornton Bharat LLP as the Internal Auditor of
the Company. The main thrust of internal audit is to test and review controls,
appraisal of risks and business processes, besides benchmarking controls
with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy
and effectiveness of the internal control systems and suggests improvements
to strengthen them. The Company has a robust Management Information
System, which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors, Statutory Auditors and
the Business Heads are periodically apprised of the internal audit findings
and corrective actions taken. Audit plays a key role in providing assurance
to the Board of Directors. Significant audit observations and corrective
actions taken by the management are presented to the Audit Committee of
the Board. To maintain its objectivity and independence, the Internal Audit
function reports to the Chairman of the Audit Committee.

16. CORPORATE GOVERNANCE

Pursuant to Regulation 34 read with Schedule V of the Listing Regulations,
a separate section on the Corporate Governance Report, forms an integral
part of the Integrated Annual Report. A certificate from the Practicing

Company Secretary confirming compliance with corporate governance
norms, as stipulated under the Listing Regulations, is annexed to the
Corporate Governance Report.

17. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company's vigil mechanism allows the directors and employees to
report their concerns about unethical behaviour, actual or suspected fraud,
or violation of the code of conduct /business ethics as well as to report
any instance of leak of Unpublished Price Sensitive Information. The vigil
mechanism provides for adequate safeguards against victimization of the
Director(s) and employee(s) who avail of this mechanism. No person has been
denied access to the Chairman of the Audit Committee.

The Whistle-Blower Policy of the Company can be accessed on the Company's
website under the Policy tab at the link: https://www.pakka.com/investors.

18. PREVENTION OF SEXUAL HARASSMENT IN WORKPLACE

The Company has adopted zero tolerance for sexual harassment at the
workplace and has formulated a policy on prevention, prohibition, and
redressal of sexual harassment at the workplace in line with the provisions of
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the rules thereunder for prevention and redressal
of complaints of sexual harassment at the workplace. Awareness programs
were conducted at various locations of the Company https://www.pakka.
com/investors.

The Company has complied with provisions relating to the constitution
of the Internal Committee (IC) under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company
have setup ICs to redress complaints on sexual harassment.

During the year under review:

a) Number of complaints of sexual harassment received in the year - Nil.

b) Number of Complaints Disposed off during the year- Nil

c) Number of Cases pending for more than ninety days -Nil

COMPLIANCES UNDER THE MATERNITY BENEFIT ACT 1961

The Company has complied with all the provisions of the Maternity Benefit
Act,1961.

19. RISK MANAGEMENT

Risk management is embedded in your Company's operating framework.
Your Company believes that managing risks helps in maximizing returns. The
Company's approach to addressing business risks is comprehensive and
includes periodic review of such risks and a framework for mitigating controls
and a reporting mechanism or such risks. The risk management framework is
reviewed periodically by the Board and the Audit Committee.

20. SECRETARIAL STANDARDS:

Section 118 of the Act mandates compliance with the Secretarial Standards
on board meetings and general meetings issued by the Institute of Company
Secretaries of India. During the year under review, the Company has complied
with all the applicable Secretarial Standards.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

As per the requirements of section 186(4) of the companies Act, 2013,
particulars of loans given ,investment made guarantees given, or securities
provided along with the purpose for which the loan, guarantee or security
is proposed to be utilized by the recipient are provided in the standalone
financial statements on page number 266 The company is in compliances
with the limits as prescribed under section 186 of the companies act ,2013,
read with rules 11 of the companies (Meeting of Board and its powers) Rules
, 2014.

22. RELATED PARTY TRANSACTION

The Company has a well-defined process of identification of related parties
and transactions with related parties, its approval and review process. The
Policy on Related Party Transactions as formulated by the Audit Committee
and the Board is hosted on the Company's website and can be accessed
at under the Policy tab at www.pakka.com/investors. As required under
Regulation 23 of the Listing Regulations, the Audit Committee has defined
the material modification and has been included in the said Policy.

All contracts, arrangements and transactions entered into by the Company
with related parties during FY 2025 (including any material modification
thereof), were in the ordinary course of business and on an arm's length
basis and were carried out with prior approval of the Audit Committee. All
related party transactions that were approved by the Audit Committee were

periodically reported to the Audit Committee. Prior approval of the Audit
Committee was obtained periodically for the transactions that were planned
and/or repetitive in nature and omnibus approvals were also taken as per the
policy laid down for unforeseen transactions.

None of the contracts, arrangements and transactions with related parties,
required approval of the Board/ Shareholders under Section 188(1) of the Act
and Regulation 23(4) of the Listing Regulations.

None of the transactions with related parties falls under the scope of
Section 188(1) of the Act. The information on transactions with related
parties pursuant to Section 134(3) (h) of the Act read with Rule 8(2) of the
Companies (Accounts) Rules, 2014 in Form AOC-2 does not apply to the
Company for the FY 2025 and hence the same is not provided. The details
of the transactions with related parties during FY 2025 are provided in the
accompanying financial statements.

The disclosure required under the part A of Schedule V of the SEBI (listing
Obligation and Disclosure Requirement) Regulation, 2015 have been provided
in accordance with Ind AS 24 in the notes of the standalone financial
statements.

23. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is a strong believer in the Pakka Group philosophy of giving
back to the community and acknowledging the role played by communities in
the growth of our business. The Company stands for ‘For Better Living' which
embeds actions towards For Better Communities, For Better Sourcing and
For Better Planet.

CSR activities, projects, and programs undertaken by the Company are in
accordance with Section 135 of the Act and the rules made thereunder.
Such CSR activities exclude activities undertaken in pursuance of its normal
course of business. During the year under review, the CSR initiatives of the
Company focused on women's education. Such CSR projects undertaken by
the Company contribute to Sustainable Development Goals (SDGs).

The Board of Directors of the Company has adopted a Corporate Social
Responsibility (CSR) Policy as available under the Policy tab of the
Investors Section on the website www.pakka.com of the Company on the
recommendation of the CSR Committee and this policy has been amended
from time to time to ensure its continued relevance and to align it with the

amendments to applicable provisions of law. The Company undertakes CSR
activities in accordance with the said Policy.

The Company undertakes the majority of CSR through Pakka Foundation
(Previously known as K. K. Charitable Foundation). Pakka Foundation works
along with the Board and the CSR committee in order to identify and implement
CSR initiatives of the Company. Key CSR initiatives of the Company focus on
Women Education, Child Development, Water Conservation, Healthcare and
Sanitation. During the year under review, the Company spent H101.57/- Lakhs
for its CSR activities during the financial 2024-25.

The disclosures required to be given under section 135 of the Companies Act,
2013 read with Rule 8(1) of the Companies (Corporate Social Responsibility
Policy) Rules, 2014 are given in forming part of this Directors' Report.

The Chief Financial Officer of the Company has certified that CSR funds
disbursed for the projects have been utilized for the purposes and in the
manner as approved by the Board.

24. BOARD OF DIRECTORS:

The Board of the Company is comprised of eminent persons with proven
competence and integrity. Besides the experience, strong financial acumen,
strategic astuteness, and leadership qualities, they have a significant degree
of commitment towards the Company and devote adequate time to the
meetings and preparation.

In terms of the requirement of the Listing Regulations, the Board has
identified core skills, expertise, and competencies of the Directors in the
context of the Company's businesses for effective functioning. The list of key
skills, expertise and core competencies of the Board of Directors is detailed
in the Corporate Governance Report.

In the opinion of the Board, all the directors, as well as the directors
appointed / re-appointed during the year possess the requisite qualifications,
experience and expertise and hold high standards of integrity.

Criteria for determining qualification, positive attributes and independence of
a director are given in the NRC Policy, which can be accessed on Company's
website under the Policy tab at https://www.pakka.com/investors.

25. BOARD GOVERNANCE

The Nomination and Remuneration Committee ("NRC") of the Board is
entrusted with the responsibility for developing competency requirements
for the Board, based on the industry and strategy of the Company. The Board
composition analysis reflects an in-depth understanding of the Company,
including its strategies, environment, operations, financial condition, and
compliance requirements.

26. CHANGES IN DIRECTORS

Appointment / Re-Appointment of Directors

At the 44^th Annual General Meeting of the Company held on 28^th September
30, 2024, the Members approved the re-appointment of Mr. Jagdeep Hira
(DIN: 07639849) who retired by rotation and being eligible for appointment
has been reappointed as Managing Director of the Company.

Further at the 44^th Annual General Meeting of the Company held on 28^th
September 2024, the Members approved the re-appointment of Mrs. Manjula
Jhunjhunwala (DIN: 00192901) who retired by rotation and being eligible
for appointment has been reappointed as Non-Executive Director of the
Company.

The term of Mr. Atul Kumar Gupta (DIN: 01734070 and Dr. Indroneel Banerjee
(DIN: 06404397), Independent Directors was completed on 31^st March,
2024. Accordingly, they are not associated as Independent Directors with
the Company w.e.f. 1^st April, 2024.

Mr. Alok Ranjan (DIN: 08254398) was appointed as an Additional Director
(Independent, Non-Executive Director) in the Board Meeting held on 13^th
June, 2024 and regularized as an Independent Director in the Extra-Ordinary
General Meeting held on 9^th July, 2024.

Mrs. Anna Kay Warrington (DIN: 08254398) was appointed as an Additional
Director (Independent, Non-Executive Director) on 1^st July, 2024 through
passing circular resolution and regularized as an Independent Director in the
Extra-Ordinary General Meeting to be held on 29^th August, 2024.

Mr. Shubham Ashok Tibrewal (DIN: 10274024) resigned from the Company
with effect from 25^th June, 2025.

Mrs. Dinika Bhatia (DIN: 02724172) was appointed as an Additional Director
(Independent, Non-Executive Director) on 30^th June, 2025 through passing
circular resolution and proposed to be regularized as an Independent
Director in the 45^th Annual General Meeting to be held on 30^th September,
2025.

Mr. Jagdeep Hira (DIN: 07639849), Managing Director of the Company
resigned from the Company with effect from 13^th August, 2025.

Mr. Ved Krishna (DIN: 00182260), Vice-Chairman of the Company has been
appointed as the Managing Director of the Company with effect from 13^th
August, 2025.

Re-Appointment of Directors retiring by rotation

In terms of the provisions of the Companies Act, 2013 and the Company's
Articles of Association, Mrs. Manjula Jhunjhunwala (DIN: 00192901),
Director (Promoter) and Mrs. Kimberly Ann McArthur (DIN: 05206436),
Non-Independent Director (Promoter) of the Company, retires by rotation is
eligible for re-appointment. Members' approval is being sought at the ensuing
AGM for their re-appointment.

The profile along with other details of Mrs. Manjula Jhunjhunwala and
Mrs. Kimberly Ann McArthur is provided in the annexure to the Notice of the
Annual General Meeting.

Pecuniary relationship or transactions with the Company

During the year under review, the Non-Executive Directors of the Company
had no pecuniary relationship or transactions with the Company, other than
sitting fees, commission, and reimbursement of expenses incurred by them
for the purpose of attending meetings of the Board/ Committee(s) of the
Company.

Independent Directors

Mr. Pradeep Vasant Dhobale, Mr. Basant Kumar Khaitan, Mr. Alok Ranjan,
Mr. Rahul Krantikumar Dharmadhikary, Mrs. Anna Kay Warrington and
Mrs. Dinika Bhatia are the Independent Directors on the Board.

All the Independent Directors of the Company have submitted declarations
that each of them meets the criteria of independence as provided in Section
149(6) of the Act along with Rules framed thereunder and Regulation 16(1)
(b) of the Listing Regulations and they continue to comply with the Code of

Conduct laid down under Schedule IV of the Act. In terms of Regulation 25(8)
of the Listing Regulations, the Independent Directors have confirmed that
they are not aware of any circumstance or situation that exists or may be
reasonably anticipated that could impair or impact their ability to discharge
their duties with an objective independent judgment and without any external
influence. The Directors have further confirmed that they are not debarred
from holding the office of the director under any SEBI order or any other
such authority.

In the opinion of the Board, there has been no change in the circumstances
which may affect their status as Independent Directors of the Company and
the Board is satisfied with the integrity, expertise, and experience (including
proficiency in terms of Section 150(1) of the Act and applicable rules
thereunder) of all Independent Directors on the Board. Further, in terms of
Section 150 of the Act read with Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014, as amended, Independent Directors
of the Company have included their names in the data bank of Independent
Directors and complied with the requirements of the passing proficiency
test, as applicable.

27. DECLARATION OF INDEPENDENCE

The Company has received Declarations of Independence as stipulated
under section 149(7) of the Companies Act, 2013 and Regulation 25(8) of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
from Independent Directors confirming that he/she is not disqualified from
being appointed/re-appointed/ continue as an Independent Director as
per the criteria laid down in section 149(6) of the Companies Act, 2013 and
Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The same are also displayed on the website of the Company
www.pakka.com under Investor Section.

The Independent Directors have complied with the Code for Independent
Directors prescribed in the Schedule IV to the Companies Act, 2013.The
Independent Directors of the Company have registered themselves with
the data bank maintained by Indian Institute of Corporate Affairs (IICA). In
terms of section 150 of the Companies Act, 2013 read with Rule 6(4) of the
Companies (Appointment and Qualification of Directors) Rules, 2014, all
Independent Directors are exempted from undertaking the online proficiency
self-assessment test conducted by IICA.

28. KEY MANAGERIAL PERSONNEL

As on 31^st March, 2025, the following are Key Managerial Personnel ("KMPs")
of the Company as per Sections 2(51) and 203 of the Act:

a) Mr. Jagdeep Hira, Managing Director (Resigned on 13^th August, 2025),

b) Mr. Gautam Ghosh, Executive Director & Occupier,

c) Mrs. Neetika Suryawanshi, Chief Financial Officer,

d) Mr. Sachin Kumar Srivastava, Company Secretary & Legal Head,

29. BOARD AND COMMITTEES OF THE BOARD

Board Meetings

The Board meets at regular intervals to discuss and decide on the Company's/
business policy and strategy apart from other Board business. The Board
exhibits strong operational oversight with regular presentations in quarterly
meetings. The Board/Committee meetings are pre-scheduled, and a
tentative annual calendar of the Board and Committee meetings is circulated
to the Directors well in advance to help them plan their schedule and ensure
meaningful participation in the meetings. Only in case of special and urgent
business, if the need arises, the Board's or Committee's approval is taken by
passing resolutions through circulation or by calling the Board / Committee
meetings at a shorter notice, in accordance with the applicable law.

The agenda for the Board and Committee meetings includes detailed notes
on the items to be discussed to enable the Directors to make an informed
decision.

The Board of Directors held 8 (eight) meetings during FY 2024-25, details
thereof have been provided in the Corporate Governance Report. The
intervening gap between the meetings was not more than 120 days as
required under the Act and the Listing Regulations.

Committees of the Board

As required under the Act and the Listing Regulations, the Company has
constituted the following statutory committees:

? Audit Committee

? Nomination and Remuneration Committee

? Corporate Social Responsibility Committee

? Stakeholders Relationship Committee

Details of all the Committees such as terms of reference, composition, and
meetings held during the year under review are disclosed in the Corporate
Governance Report, a part of this Annual Report.

In addition to the above, the Board has formed a Banking & Finance
Committee to review specific financial & business operational matters and
other items that the Board may decide to delegate.

The Board, from time to time, based on necessity, has delegated certain
operational power to committees of directors formed for specific purposes
like investment, matters relating to Banking etc.

30. ANNUAL EVALUATION OF BOARD PERFORMANCE AND
PERFORMANCE OF ITS COMMITTEES AND INDIVIDUAL
DIRECTORS

The Board of Directors carried out an annual evaluation of its own
performance, Board Committees, and Individual Directors in accordance with
the Act, Listing Regulations, and Governance Guidelines. The Nomination and
Remuneration Committee led an internal evaluation process to assess the
performance of the Board, its committees, and individual directors.

The performance of Individual Directors was reviewed by the Board and
the NRC, with criteria such as preparedness, constructive contributions,
and input in meetings. NonI ndependent Directors, the Board as a whole,
and the Chairman of the Company were evaluated at a separate meeting of
Independent Directors. The evaluation results were discussed at the Board
meeting, where an action plan was agreed upon.

The Company also acted on feedback received from the previous year's
evaluation process. For more details on the Board Evaluation Process, please
refer the "Board Evaluation" section of the Corporate Governance Report.

31. POLICY ON BOARD DIVERSITY AND DIRECTOR ATTRIBUTES
AND REMUNERATION POLICY FOR SENIOR DIRECTORS,
KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

In terms of the provisions of Section 178(3) of the Act and Regulation 19
read with Part D of Schedule II to the Listing Regulations, the Nomination
and Remuneration Committee is responsible for determining qualification,
positive attributes and independence of a Director. The Nomination and
Remuneration Committee is also responsible for recommending to the
Board, a policy relating to the remuneration of the Directors, KMP and other
employees.

The Board of Directors has framed a policy which lays down a framework in
relation to remuneration of Directors, Key Managerial Personnel and Senior
Management of the Company. The Policy broadly lays down the guiding
principles, philosophy and the basis for payment of remuneration to Executive
and Non-executive Directors (by way of sitting fees and commission), Key
Managerial Personnel, Senior Management and other employees. The
policy also provides the criteria for determining qualifications, positive
attributes and Independence of directors and criteria for appointment of Key
Managerial Personnel / Senior Management and performance evaluation
which are considered by the Nomination and Remuneration Committee and
the Board of Directors while making selection of the candidates. The above
policy has been posted on the website of the Company under the Policy Tab
of the Investor Section at www.pakka.com.

32. CODE OF CONDUCT

The Company has adopted a Code of Conduct for its employees including
the Managing Director. In addition, the Company has adopted a Code
of Conduct for its Non-Executive Directors which includes the Code of
Conduct for Independent Directors which suitably incorporates the duties
of Independent Directors as laid down in the Act. The same can be accessed
in Policy Tab of Investor Section at www.pakka.com. All Senior Management
personnel have affirmed compliance with the Code of Conduct of the
Company. The Managing Director has also confirmed and certified the same.
The certification is enclosed as ‘Annexure - I' at the end of the Report on
Corporate Governance.

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the Listing Regulations, a separate section
on Management Discussion and Analysis Report which also covers the
consolidated operations reflecting the global nature of our business forms an
integral part of the Integrated Annual Report.

34. DIRECTORS' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, work performed by
the internal, statutory, and secretarial auditors including the audit of internal
financial controls over financial reporting by the statutory auditors and the
reviews performed by the management and the relevant Board Committees
including the Audit Committee, the Board is of the opinion that the Company's
internal financial controls were adequate and operating effectively during the
FY2025.

Pursuant to Section 134 (5) of the Act, the Board of Directors, to the best
of their knowledge and ability, confirm that for the financial year ended 31^st
March, 2025:

i. In the preparation of the annual accounts, the applicable accounting
standards have been followed and there are no material departures;

ii. They have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profits of the
Company for that period:

iii. They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities:

iv. They have prepared the annual accounts on a ‘going concern basis':

v. They have laid down internal financial controls for the Company which
are adequate and are operating effectively;

vi. They have devised a proper system to ensure compliance with the
provisions of all applicable laws and such systems are adequate and are
operating effectively.

35. AUDITORS

35.1 STATUTORY AUDITORS AND AUDITORS’ REPORT

Based on the recommendation of the Audit Committee and the Board of
Directors, Members of the Company at the 42^rd Annual General Meeting
held on 30^th October, 2022, appointed CNK & Associates LLP, Chartered
Accountants (ICAI Firm Registration Number 101961W/W-100036) as the
Statutory Auditors for the second term of 5 (five) years commencing from
the conclusion of the 42^nd Annual General Meeting until the conclusion of the
47^th Annual General Meeting to be held in the year 2027. The Members also
approved the remuneration payable to CNK & Associates LLP and authorized
the Board to finalize the terms and conditions of re- appointment, including
remuneration of the Statutory Auditor for the remaining period, based on the
recommendation of the Audit Committee.

The Statutory Auditors' Report does not contain any qualifications,
reservations, adverse remarks or disclaimers.

Statutory Auditors of the Company have not reported any fraud as specified
under Section 143(12) of the Act, in the year under review.

35.2 SECRETARIAL AUDITORS AND AUDITORS’ REPORT

According to the provisions of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed Mr. Amit Gupta, Company Secretary in Practice
(FCS No. F5478, Certificate of Practice No. 4682), of M/s Amit Gupta &
Associates, to carry out the Secretarial Audit of the Company.

The Report of the Secretarial Auditor for FY 2024-25 is attached herewith as
Annexure D forming part of this Directors' Report. There are no qualifications,
observations or adverse remarks or disclaimers in the said report.

The Secretarial Audit Report does not contain any qualifications, reservations,
adverse remarks or disclaimers.

In accordance with the provisions of Regulation 24A of the SEBI Listing
Regulations from the financial year 2025-26 onwards, the appointment
of a Secretarial Auditor is required to be approved by the members in the
AGM, and the term of a Secretarial Auditor shall be five years. The Audit
Committee and the Board of Directors at their respective meetings held on
May 29, 2025 and May 30, 2025, respectively, have considered the proposal.
In compliance with the aforesaid provisions, on the recommendation of the
Audit Committee, the Board of Directors recommends the appointment of
M/s Amit Gupta & Associates (‘AGA'), Company Secretaries (Firm Registration
No. P2025UP103200) as the Secretarial Auditors for a term of five (5) years
commencing from the conclusion of 45^th AGM till the conclusion of 50^th AGM.
Accordingly, the agenda item is being placed for consideration and approval
of the members as an ordinary resolution at the ensuing AGM.

In accordance with the provisions of Regulation 24A of the SEBI Listing
Regulations from the financial year 2025-26 onwards, the appointment
of a Secretarial Auditor is required to be approved by the members in the
AGM, and the term of a Secretarial Auditor shall be five years. The Audit
Committee and the Board of Directors at their respective meetings held on
May 29, 2025 and May 30, 2025, respectively, have considered the proposal.
In compliance with the aforesaid provisions, on the recommendation of the
Audit Committee, the Board of Directors recommends the appointment of
M/s Amit Gupta & Associates (‘AGA'), Company Secretaries (Firm Registration
No. P2025UP103200) as the Secretarial Auditors for a term of five (5) years
commencing from the conclusion of 45^th AGM till the conclusion of 50^th AGM.
Accordingly, the agenda item is being placed for consideration and approval
of the members as an ordinary resolution at the ensuing AGM

35.3 INTERNAL AUDITORS

The Board of Directors of the Company in its meeting held on 30^th May, 2024
has appointed Grant Thornton Bharat LLP, Mumbai as an Internal Auditor of
the Company for conducting the Internal Audit for the financial year ending
31^st March, 2025.

The Board of Directors in its meeting held on 30^th May, 2025 has appointed
Grant Thornton Bharat LLP as Internal Auditor of the Company for the
financial year ending on 31^st March, 2026.

35.4 COST AUDITORS

As per the requirements of Section 148 of the Act read with the Companies
(Cost Records and Audit) Rules, 2014 as amended from time to time, your
Company is not required to appoint cost auditors and maintain cost records.

36. REPORTING OF FRAUD

There was no instance of fraud during the year under review, which required
the Statutory Auditors to report to the Audit Committee and or Board under
Section 143(12) of Act and Rules framed thereunder.

37. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on the conservation of energy, technology absorption, and
foreign exchange earnings and outgo according to Section 134(3)(m) of the
Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in
Annexure E attached to this report.

38. EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the Annual Return of the Company
prepared as per Section 92(3) of the Act for the financial year ended 31^st
March, 2024, is available on the Company's website and can be accessed
under the Annual Return Tab at https://www.pakka.com/investors. In terms
of Rules 11 and 12 of the Companies (Management and Administration) Rules,
2014, the Annual Return shall be filed with the Registrar of Companies, with
prescribed timelines.

39. PARTICULARS OF EMPLOYEES

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER
SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE
5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION
OF MANAGERIAL PERSONNEL) RULES, 2014

The information required pursuant to Section 197(12) of the Act read with
Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 in respect of employees of the Company is as follows:

ii. The median remuneration of employees of the Company during the
FY25 was H535779/- in comparison to H5,12,761 /- during the FY 25.

iii. In the financial year, there was an increase of 4.49% in the median
remuneration of employees;

iv. There were 558 permanent employees on the rolls of the Company
during the FY25 in comparison to 508 permanent employees on the
rolls of the Company during FY 25.

v. The average percentage increase made in the salaries of employees
other than the managerial personnel in FY25 was 20.19% whereas the
decrease in the managerial remuneration for the same financial year
was 2.41%. The figures for managerial remuneration are not comparable
to last year due to appointment/changes made in managerial person
during the said period.

vi. The key parameters for the variable component of remuneration
availed by the directors are considered by the Board of Directors based
on the recommendations of the Human Resources, Schedule V of the
Companies Act, 2013, Nomination and Remuneration Committee as
per the Remuneration Policy for Directors, Key Managerial Personnel
and other Employees; and

vii. It is hereby affirmed that the remuneration paid is as per the Schedule
V of the Companies Act, 2013, Remuneration Policy for Directors, Key
Managerial Personnel and other Employees.

viii. Except for Mr. Jagdeep Hira, Managing Director of the Company, no
other employee was employed throughout the financial year at an
aggregate salary of H1,02,00,000/- per annum or more.

ix. Except, Mr. Jagdeep Hira, Managing Director, no other employee was
employed for a part of the financial year at an aggregate salary of
H8,50,000/- per month.

x. Details of Top Ten employees of the company as required under the Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 as amended vide Notification dated 30^th June, 2016 by Ministry of Corporate Affairs for the year ended 31^st March, 2025:

xi. No employee of the Company receives remuneration for part of the financial year more than the amount drawn by the Managing Director. No one was
employed throughout the financial year or part thereof receiving remuneration more than the amount drawn by the Managing Director.

40. COMPANIES WHICH CEASED TO BE HOLDING, SUBSIDIARY
OR ASSOCIATE COMPANY

During the year under review, no company ceased to be holding, subsidiary or
associate company of the Company.

41. INVESTOR EDUCATION AND PROTECTION FUND

During the year, the Company was not required to transfer any amount and
shares to the Investor Education and Protection Fund ("IEPF").

42. INDUSTRIAL RELATIONS

During the year under review, industrial relations remained harmonious at all
our offices and establishments.

GOING CONCERN STATUS

There is no significant or material order passed during the year by any
regulator, court or tribunal impacting the going concern status of the
Company or its future operations.

KEY FINANCIAL RATIOS

Key Financial Ratios for the financial year ended 31^st March, 2025, along with
details of significant changes (i.e., change of 25% or more as compared to the
immediately previous financial year) in key financial ratios, and the detailed
explanations, are provided in page no---------.

OTHER DISCLOSURES

Your directors state that no disclosure or reporting is required in respect of
the following matters as there were no transactions on these items during
the year under review:

Details relating to deposits covered under Chapter V of the Act.

Issue of equity shares with differential rights as to dividend, voting or
otherwise.

The Company does not have any scheme of provision of money for the
purchase of its own shares by employees or by trustees for the benefit of
employees.

Neither the Managing Director nor the Whole-time Directors of the Company
receive any remuneration or commission from any of its subsidiaries.

No significant or material orders were passed by the Regulators or Courts,
or Tribunals that impact the going concern status and the Company's
operations in future.

No fraud has been reported by the Auditors to the Audit Committee or the
Board.

The details of an application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016, during the year, along with their status
as of the end of the financial year, as no such proceedings were initiated or
pending.

The details of the difference between the amount of the valuation done at the
time of one-time settlement and the valuation done while taking a loan from
the Banks or Financial Institutions, along with the reasons thereof, as there
was no instance of one-time settlement with any Bank or Financial Institution.

43. 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 raw material
availability and its prices, cyclical demand and pricing in the Company's
principal markets, changes in Government regulations, Tax regimes, economic
developments within India and the countries in which the Company conducts
business and other ancillary factor.

44. ACKNOWLEDGEMENTS

The Directors wish to convey their deep appreciation to all the employees,
customers, vendors, investors, and consultants/advisors of the Company for
their sincere and dedicated services as well as their collective contribution to
the Company's performance.

The Directors thank the Government of India, Governments of various States
in India, Governments of various Countries, and concerned Government
departments for their co-operation.

The Directors appreciate and value the contribution made by every member,
employee, and their family of the Pakka Group.

For and on Behalf of the Board
Pradeep Vasant Dhobale

Place: Lucknow Chairman

Date: 13^th August, 2025 DIN: 00274636