Dear members

The Board of Directors of Pakka Limited ('Company') is pleased to present the 46th Board's Report on the business and operations of the Company, together with the audited standalone and consolidated financial statements for the financial year ended March 31, 2026.

This Report has been prepared in accordance with the applicable provisions of the Companies Act, 2013 ('Act'), the rules made thereunder, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'), applicable Secretarial Standards and other applicable laws.

The Report provides an overview of the Company's business and financial performance during the year under review and includes the performance of its subsidiaries and their contribution to the consolidated performance of the Company.

1. Financial Results:

The key highlights of the audited standalone and consolidated financial performance of the Company for the financial year ended March 31, 2026, together with the corresponding figures for the previous financial year, are summarised below:

( In Lakhs, except earnings per share)

( In Lakhs, except earnings per share)

2. PERFORMANCE REVIEW

2.1 CONSOLIDATED

On a consolidated basis, revenue from operations was 35,629.31 lakh in FY 2025-26, compared with 40,604.09 lakh in FY 2024-25, representing a decrease of approximately 12.25%.

Consolidated profit after tax was 650.31 lakh in FY 2025-26, compared with 3,751.98 lakh in FY 2024-25, representing a decrease of approximately 82.67%.

2.2 STANDALONE

On a standalone basis, revenue from operations was 35,579.54 lakh in FY 2025-26, compared with 40,604.09 lakh in FY 2024-25, representing a decrease of approximately 12.37%.

Standalone profit after tax was 1,814.88 lakh in FY 2025-26, compared with 5,669.79 lakh in FY 2024-25, representing a decrease of approximately 67.99%.

The financial performance of the Company should be read together with the audited standalone and consolidated financial statements, the Management Discussion and Analysis Report and the notes forming part of the financial statements.

2.3 PRODUCTION AND SALES

The production and sales volumes of the Company during the year under review, together with the corresponding figures for the previous financial year, are set out below:

During FY 2025-26, there was no change in the nature of the business carried on by the Company.

2.4 ANNUAL PERFORMANCE

The Company's financial results, investor presentations and recordings or transcripts of earnings calls are available in the Investors section of the Company's website at https://pakka.com/investor/ .

3. DIVIDEND

After considering the financial performance of the Company, its liquidity position, planned capital expenditure, growth initiatives and funding requirements for its domestic and international expansion plans, the Board of Directors, at its meeting held on May 30, 2026, did not recommend any dividend for FY 2025-26.

The Board considers the retention of earnings to be in the long-term interests of the Company and its stakeholders.

4. TRANSFER TO RESERVES

The Board does not propose to transfer any amount to the general reserve for FY 2025-26. The profit earned during the year has been retained in retained earnings in accordance with the applicable accounting standards and the audited standalone financial statements.

The movement in reserves and other equity is disclosed in the Statement of Changes in Equity forming part of the audited standalone financial statements.

( In lakhs)

5. SUBSIDIARIES/JOINT VENTURES/ASSOCIATES

As at March 31, 2026, the Company had four subsidiaries, namely:

1. Pakka Impact Limited, incorporated in India is a wholly owned subsidiary company;

2. Pakka Inc., incorporated in the United States of America is a wholly owned subsidiary company;

3. Pakka Guatemala, Sociedad Anónima, a company incorporated in the Republic of Guatemala and registered with the General Commercial Registry of Guatemala on September 5, 2023. Pakka Guatemala, Sociedad Anónima is a step-down subsidiary of the Company through Pakka Inc. Based on the latest shareholding records, Pakka Inc. holds 99.99% of its share capital. Accordingly, Pakka Guatemala, Sociedad Anónima is a step-down subsidiary; and

4. Pakka Pte. Ltd., incorporated in Singapore is a wholly owned subsidiary company.

The financial performance of the subsidiaries has been considered in the consolidated financial statements of the Company in accordance with the applicable accounting standards.

During FY 2025-26, the Company made an additional investment in Pakka Inc. and converted the outstanding loan, together with accrued interest thereon, into equity shares of Pakka Inc. The details of the investment and conversion are disclosed in the notes forming part of the financial statements.

Based on the applicable financial parameters prescribed under Regulation 16(1)(c) of the Listing Regulations, Pakka Inc. qualified as a material subsidiary of the Company during FY 2025-26.

The Board of Directors, at its meeting held on March 27, 2024, approved the closure of Pakka Pte. Ltd., the Company's wholly owned subsidiary incorporated in Singapore, subject to completion of the applicable legal and regulatory formalities. The closure process remained in progress as at March 31, 2026 and, accordingly, Pakka Pte. Ltd. continued to remain a wholly owned subsidiary of the Company as at that date. As disclosed in the audited standalone financial statements for FY 2023-24, the requisite impairment provision in respect of the Company's financial exposure to Pakka Pte. Ltd. had been recognised.

As at March 31, 2026, the Company had four subsidiaries, namely:

1. Pakka Impact Limited, incorporated in India is a wholly owned subsidiary company;

2. Pakka Inc., incorporated in the United States of America is a wholly owned subsidiary company;

3. Pakka Guatemala, Sociedad Anónima, a company incorporated in the Republic of Guatemala and registered with the General Commercial Registry of Guatemala on September 5, 2023. Pakka Guatemala, Sociedad Anónima is a step-down subsidiary of the Company through Pakka Inc. Based on the latest shareholding records, Pakka Inc. holds 99.99% of its share capital. Accordingly, Pakka Guatemala, Sociedad Anónima is a step-down subsidiary; and

4. Pakka Pte. Ltd., incorporated in Singapore is a wholly owned subsidiary company.

The financial performance of the subsidiaries has been considered in the consolidated financial statements of the Company in accordance with the applicable accounting standards.

During FY 2025-26, the Company made an additional investment in Pakka Inc. and converted the outstanding loan, together with accrued interest thereon, into equity shares of Pakka Inc. The details of the investment and conversion are disclosed in the notes forming part of the financial statements.

Based on the applicable financial parameters prescribed under Regulation 16(1)(c) of the Listing Regulations, Pakka Inc. qualified as a material subsidiary of the Company during FY 2025-26.

The Board of Directors, at its meeting held on March 27, 2024, approved the closure of Pakka Pte. Ltd., the Company's wholly owned subsidiary incorporated in Singapore, subject to completion of the applicable legal and regulatory formalities. The closure process remained in progress as at March 31, 2026 and, accordingly, Pakka Pte. Ltd. continued to remain a wholly owned subsidiary of the Company as at that date. As disclosed in the audited standalone financial statements for FY 2023-24, the requisite impairment provision in respect of the Company's financial exposure to Pakka Pte. Ltd. had been recognised.

A statement containing the salient features of the financial statements and performance of the Company's subsidiaries, associates and joint ventures, as applicable, in Form AOC-1 is annexed as Annexure A and forms part of this Report.

No entity became or ceased to be a subsidiary, associate company or joint venture of the Company during FY 2025-26.

The Company did not have any associate company or joint venture as at March 31, 2026.

6. CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Section 129(3) of the Companies Act, 2013 and the applicable Indian Accounting Standards, the consolidated financial statements of the Company and its subsidiaries have been prepared and form part of the Annual Report. The consolidated financial statements present the financial position and performance of the Group and have been audited by the Statutory Auditors of the Company.

Pursuant to Section 136 of the Act, the separate financial statements of the subsidiaries and other documents required to be made available are placed on the Company's website at https://pakka.com/investor/ . These documents are also available for inspection by members in accordance with the applicable provisions of the Act.

The Company's policy for determining material subsidiaries, formulated in accordance with the SEBI Listing Regulations, is available on the Company's website at https://pakka.com/investor/ .

7. SHARE CAPITAL

As at March 31, 2026, the authorised share capital of the Company was 60.05 crore, comprising 5,60,50,000 equity shares of 10 each and 4,00,000 preference shares of 100 each.

The paid-up equity share capital of the Company as at March 31, 2026 was 44,94,81,000, comprising 4,49,48,100 equity shares of 10 each.

Subsequent to the close of the financial year, the members, at the Extraordinary General Meeting held on May 5, 2026, approved an increase in the authorised share capital of the Company from 60.05 crore to 100.00 crore.

Further, on June 9, 2026, the Company allotted 27,200,000 equity shares of 10 each at an issue price of 110 per equity share, including a securities premium of 100 per equity share, on a preferential basis to non-promoter allottees. Consequently, the paid-up equity share capital of the Company increased to 476,681,000, comprising 4,76,681,000 equity shares of 10 each.

The paid-up equity share capital remained 4766,81000 as at August 14, 2026, being the date of this Report.

During FY 2025-26, the Company did not issue any equity shares with differential voting rights or sweat equity shares. The disclosures relating to employee stock options are set out in the following section.

The Company has paid the annual listing fees for FY 2026-27 to BSE Limited and the National Stock Exchange of India Limited, on which its equity shares are listed.

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

The Pakka Team Stock Option Plan 2021 ('TSOP 2021' or 'Plan') was approved by the members at the Extraordinary General Meeting held on May 6, 2022, in supersession of the earlier employee stock option scheme. The Plan is administered by the Nomination and Remuneration Committee, acting as the Compensation Committee, in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ('SEBI SBEI Regulations') and other applicable laws.

The maximum number of equity shares that may be issued pursuant to TSOP 2021 is 20,00,000 equity shares of 10 each, subject to the terms of the Plan and applicable law.

During FY 2025-26, the Company granted 1,24,500 stock options on December 31, 2025 at an exercise price of 152.31 per option. During the year, 7,000 options lapsed and no options were exercised. Accordingly, 1,61,700 options were outstanding as at March 31, 2026.

The disclosures prescribed under the Companies Act, 2013, the Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of the SEBI SBEI Regulations are available on the Company's website at https://pakka.com/investor/ .

A certificate from the Secretarial Auditor, confirming that TSOP 2021 has been implemented in accordance with the SEBI SBEI Regulations and the resolutions passed by the members, is annexed as Annexure B and forms part of this Report pursuant to Regulation 13 of the SEBI SBEI Regulations.

9. HUMAN RESOURCE DEVELOPMENT

The Company recognises that its Team Members are integral to the achievement of its strategic objectives and long-term value creation. The Company remains committed to attracting, developing and retaining capable and diverse talent and to fostering a collaborative, transparent, inclusive and performance-oriented workplace culture.

During the year under review, the Company continued to focus on capability development, leadership succession, employee engagement, performance management, occupational health and safety, equal opportunity and ethical conduct. Its human-resource practices are designed to encourage merit, accountability and continuous learning while enabling Team Members to develop their skills and pursue meaningful career progression.

Further information relating to the Company's workforce, diversity, employee well-being, training and occupational health and safety is provided in the Business Responsibility and Sustainability Report and the Management Discussion and Analysis Report forming part of the Annual Report.

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

Pursuant to Section 134(3)(l) of the Companies Act, 2013 ('the Act'), the following material changes occurred between the end of the financial year on March 31, 2026 and the date of this Report:

1. On April 13, 2026, 36,00,000 fully convertible warrants allotted by the Company on October 14, 2024 to eligible non-promoter investors lapsed because the warrant holders did not exercise their conversion rights within the stipulated period. Consequently, in accordance with Regulation 169(1) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and the terms of issue, the upfront amount received by the Company, representing 25% of the issue price of the warrants, stood forfeited.

2. The authorised share capital of the Company was increased from £60.05 crore to £100.00 crore pursuant to the approval of the members accorded at the Extraordinary General Meeting held on May 5, 2026; and

3. On June 9, 2026, the Company allotted 27,200,000 fully paid-up equity shares of face value of £10 each at an issue price of £110 per equity share, including a securities premium of £100 per equity share, on a preferential basis to non-promoter allottees. Consequently, the paid-up equity share capital of the Company increased from £44.95 crore to £47.67 crore.

4. On June 9, 2026, the Company allotted 77,000,000 convertible warrants on a preferential basis to persons belonging to the Promoter and Promoter Group at an issue price of £110 per warrant, aggregating to £84.70 crore. Each warrant is convertible into one fully paid-up equity share of face value £10 each, subject to payment of the balance consideration and compliance with the terms of issue and applicable law. The Company received £21,175 crore, representing 25% of the issue price, upon allotment. The balance amount of £63.525 crore will become payable upon exercise and conversion of all the warrants. The allotment of the warrants did not, by itself, increase the paid-up equity share capital of the Company. Upon conversion of all the warrants, 77,000,000 additional equity shares would be issued, resulting in an increase of £7.70 crore in the paid-up equity share capital.

5. Subsequent to the close of the financial year, CARE Ratings Limited revised the credit ratings assigned to the Company's bank facilities. The revised ratings and the reasons stated by the rating agency are disclosed in the Corporate Governance Report forming part of the Annual Report.

6. Subsequent to the close of the financial year, the Company implemented the financing transaction commonly referred to as the 'NEO Transaction'. Pursuant to the Debenture Trust Deed dated May 29, 2026, executed between the Company and Catalyst Trusteeship Limited, as the Debenture Trustee, the Company established a private-placement programme for the issuance of unlisted, unrated, secured, redeemable non-convertible debentures comprising a base issue of up to £500 crore and an additional optional tranche of up to £40 crore, aggregating to a maximum potential issuance of £540 crore.

The programme comprises senior- series debentures of up to £216 crore and junior- series debentures of up to £324 crore, including the optional tranche. Under the programme, the Company issued and allotted debentures aggregating to £425 crore in two tranches. On June 2, 2026, the Company allotted Tranche 1 aggregating to £375 crore, comprising senior- series debentures of £150 crore and junior- series debentures of £225 crore. Thereafter, on June 25, 2026, the Company allotted Tranche 11 aggregating to £50 crore, comprising senior- series debentures of £20 crore and junior- series debentures of £30 crore. Accordingly, the debentures allotted up to the date of this Report comprised senior- series debentures aggregating to £170 crore and junior- series debentures aggregating to £255 crore. In accordance with the Debenture Trust Deed and the other transaction documents, the proceeds of the debentures were raised for, inter alia, refinancing the Company's existing term- loan indebtedness, funding capital- expenditure requirements relating to its existing and new projects, including Project Jagriti, and making permitted investment in Pakka Inc. The debentures are secured by the security interests, guarantees, pledges and other credit- support arrangements stipulated in the Debenture Trust Deed and the other transaction documents.

Except as stated above and elsewhere in this Report, there were no other material changes or commitments affecting the financial position of the Company between March 31, 2026 and the date of this Report.

11. 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, no significant or material orders were passed by any regulator, court or tribunal that would impact on the going- concern status of the Company or its operations in the future except the recovery certificate relating to environmental compensation of £40.80 lakh issued by the Uttar Pradesh Pollution Control Board continues to remain stayed pursuant to the order passed by the Hon'ble High Court of Judicature at Allahabad, Lucknow Bench, on January 14, 2020. Based on the present status of the matter, the Board does not consider it to have any impact on the going- concern status or future operations of the Company.

12. PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, no application was made and no proceeding was pending against the Company under the Insolvency and Bankruptcy Code, 2016.

13. ONE-TIME SETTLEMENT WITH BANKS OR FINANCIAL INSTITUTIONS

During the year under review, the Company did not enter into any one- time settlement with any bank or financial institution. Accordingly, the requirement to disclose the difference, if any, between the valuation carried out at the time of such one- time settlement and the valuation undertaken while availing loans from banks or financial institutions is not applicable.

14. SCHEME OF AMALGAMATION BETWEEN PAKKA IMPACT LIMITED AND PAKKA LIMITED

In furtherance of the decision taken by the Board at its meeting held on March 27, 2024, the Board, at its meeting held on May 30, 2025, considered and approved the Scheme of Amalgamation of Pakka Impact Limited ('PIL'), a wholly owned subsidiary of the Company and the transferor company, with and into Pakka Limited ('Company' or 'transferee company') and their respective shareholders ('Scheme'), under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, subject to receipt of the requisite statutory and regulatory approvals. The Appointed Date under the Scheme is April 1, 2025.

The first- motion application, registered as CA (CAA) No. 32/ALD/2025, was allowed by the Hon'ble National Company Law Tribunal, Allahabad Bench ('NCLT'). Thereafter, the second- motion petition, registered as CP (CAA) No. 01/ALD/2026 in CA (CAA) No. 32/ALD/2025, was admitted by the Hon'ble NCLT and notices were directed to be issued to the concerned statutory and regulatory authorities.

At the hearing held on August 6, 2026, the Hon'ble NCLT recorded that the report of the Regional Director had been filed and an advance copy thereof had been supplied to the petitioner companies. At the request of the learned counsel representing the Income Tax Department, the Hon'ble NCLT granted ten days for filing the report of the Income Tax Department, with an advance copy to be supplied to the petitioner companies. The matter was thereafter adjourned to September 17, 2026 for further hearing.

As at the date of this Report, the Scheme remains subject to sanction by the Hon'ble NCLT and completion of the applicable statutory, regulatory and procedural formalities. Upon the Scheme becoming effective, PIL shall amalgamate with and into the Company, and its undertaking, assets, liabilities, rights and obligations shall vest in the Company in accordance with the Scheme and the order of the Hon'ble NCLT.

15. DEPOSITS

During the year under review, the Company did not accept any deposits within the meaning of Sections 73 to 76 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

No amount of principal or interest in respect of deposits was outstanding, unpaid or unclaimed as at March 31, 2026. There was no default in repayment of deposits or payment of interest thereon during the year under review.

16. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has established a framework of internal financial controls commensurate with the nature of its business and the size and complexity of its operations. The framework includes policies, processes and procedures designed to facilitate the orderly and efficient conduct of business, adherence to the Company's policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.

Grant Thornton Bharat LLP served as the Internal Auditor of the Company during FY 2025-26. Subsequent to the close of the financial year, Kapoor Tandon & Co., Chartered Accountants, was appointed as the Internal Auditor for FY 2026-27. The internal audit function follows a risk-based audit plan approved by the Audit Committee and reviews the design and operating effectiveness of key controls, business processes, risk-management practices and compliance systems. The Internal Auditor periodically reports significant observations, identified control gaps and the status of corrective actions to the Audit Committee.

The Audit Committee periodically reviews the adequacy and effectiveness of the Company's internal financial controls and internal-control systems, considers the findings of the Internal Auditor and Statutory Auditors, and monitors the implementation of corrective and preventive actions by the

management. To preserve its objectivity and independence, the internal audit function has direct access to the Chairperson of the Audit Committee.

The composition of the Audit Committee is disclosed in the Corporate Governance Report forming part of the Annual Report. During the year under review, all recommendations made by the Audit Committee were accepted by the Board.

Based on the framework established and the reviews conducted during the year, the Board is of the opinion that the Company's internal financial controls with reference to the financial statements were adequate and operating effectively as at March 31, 2026. No material weakness in the design or operation of such controls was reported during the year under review.

17. CORPORATE GOVERNANCE

The Company is committed to maintaining high standards of corporate governance, transparency, accountability and ethical conduct.

Pursuant to Regulation 34 read with Schedule V to the Listing Regulations, a separate Report on Corporate Governance, together with the disclosures prescribed thereunder, forms an integral part of the Annual Report.

A certificate issued by a Practising Company Secretary confirming compliance with the conditions of corporate governance prescribed under the Listing Regulations is annexed to the Corporate Governance Report.

18. VIGIL MECHANISM AND WHISTLE BLOWER POLICY

Pursuant to Section 177(9) and (10) of the Act, Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the Listing Regulations, the Company has established a vigil mechanism and adopted a Whistle-Blower Policy for its directors and employees.

The mechanism enables directors and employees to report genuine concerns relating to unethical behaviour, actual or suspected fraud, violation of the Company's Code of Conduct or business ethics, and actual or suspected leakage of unpublished price sensitive information. The mechanism provides adequate safeguards against victimisation of persons who use it and permits direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

During the year under review, no person was denied access to the Chairperson of the Audit Committee.

The Whistle-Blower Policy is available under the 'Policies' section of the Company's website at https://pakka.com/investor/ .

19. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company is committed to providing a safe, inclusive and respectful working environment and has adopted a policy of zero tolerance towards sexual harassment at the workplace.

The Company has adopted a policy on the prevention, prohibition and redressal of sexual harassment at the workplace in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ('POSH Act') and the rules made thereunder. The Company has constituted Internal Committee(s) at the applicable workplaces in compliance with the POSH Act. Awareness and sensitisation programmes were conducted during the year for team members at the Company's establishments.

The details of complaints relating to sexual harassment for FY 2025-26 are as follows:

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

20. RISK MANAGEMENT

The Company has established an enterprise-wide risk-management framework. As the provisions of Regulation 21 of the Listing Regulations relating to the constitution of the Risk Management Committee are not applicable to the Company, the risk-management framework is periodically reviewed by the Audit Committee and the Board.

The Company's risk-management framework is integrated with its strategic planning, operational processes and internal-control systems. Appropriate mitigation measures, control owners and monitoring mechanisms have been established for identified risks.

In the opinion of the Board, there are no risks which may presently threaten the existence of the Company. However, the Company continues to monitor the evolving business and regulatory environment and takes appropriate measures to mitigate identified and emerging risks.

Further details concerning the Company's principal risks and mitigation measures are provided in the Management Discussion and Analysis Report forming part of the Annual Report.

21. SECRETARIAL STANDARDS:

During the year under review, the Company complied with the applicable provisions of Secretarial Standard-1 on Meetings of the Board of Directors ('SS-1') and Secretarial Standard-2 on General Meetings ('SS-2'), issued by the Institute of Company Secretaries of India and approved by the Central Government pursuant to Section 118(10) of the Act.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans given, guarantees and securities provided, and investments made by the Company that are covered under Section 186 of the Companies Act, 2013 ('the Act') are disclosed in the notes forming part of the standalone financial statements.

The Company has complied with the applicable provisions of Section 186 of the Act in respect of such loans, guarantees, securities and investments made during the year under review.

23. RELATED PARTY TRANSACTIONS

The Company has established a framework for the identification, approval, review and monitoring of transactions with related parties. The Policy on Materiality of Related-Party Transactions and on Dealing with Related-Party Transactions, as approved by the Audit Committee and the Board, is available under the 'Policies' section of the Company's website at https://pakka.com/investor/ .

The Policy specifies the thresholds for determining material related-party transactions and material modifications in accordance with Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations').

All related-party transactions entered into by the Company during FY 2025-26 were placed before the Audit Committee for prior approval. Omnibus approvals were obtained for transactions that were repetitive in nature, subject to the conditions prescribed under the Act, the Listing Regulations and the Company's Policy. The details of transactions entered into pursuant to such omnibus approvals were periodically placed before the Audit Committee for review.

All related-party transactions entered into during the year under review were in the ordinary course of business and on an arm's-length basis. Accordingly, no transaction required approval of the Board or members under Section 188(1) of the Act.

During the year, the Company did not enter into any contract or arrangement with a related party that was required to be reported in Form AOC-2 pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014. Accordingly, Form AOC-2 does not form part of this Report.

The disclosures concerning related-party transactions, as required under the applicable Indian Accounting Standards, are provided in the notes forming part of the standalone and consolidated financial statements.

24. CORPORATE SOCIAL RESPONSIBILITY

The Company believes in creating enduring value for the communities in which it operates and follows the Pakka Group philosophy of 'For Better Living', encompassing initiatives directed towards better communities, responsible sourcing and a better planet.

The Corporate Social Responsibility ('CSR') activities undertaken by the Company are governed by Section 135 of the Act, the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended ('CSR Rules'), the CSR Policy of the Company and the annual action plan approved by the Board on the recommendation of the CSR Committee.

The Company's CSR initiatives during FY 2025-26 focused primarily on women's education and other eligible areas, including child development, water conservation, healthcare, sanitation and community development. The projects were undertaken in areas specified in Schedule VII to the Act and were not activities undertaken in the ordinary course of the Company's business.

The Company undertakes a substantial portion of its CSR programmes through Pakka Foundation, formerly known as K.K. Charitable Foundation, an implementing agency registered with the Ministry of Corporate Affairs bearing CSR Registration Number CSR00010697.

During FY 2025-26, the Company's CSR obligation, after adjustment of the eligible set-off from preceding financial years, was 141.66 lakh. Against the said obligation, the Company spent 235.00 lakh on eligible CSR activities, resulting in excess CSR expenditure of 93.34 lakh. The treatment and proposed set-off of such excess expenditure, if approved by the Board, are disclosed in the Annual Report on CSR Activities annexed to this Report.

The CSR Policy, composition of the CSR Committee and CSR projects approved by the Board are available on the Company's website at https://pakka.com/investor/ .

The Annual Report on CSR Activities, containing the disclosures prescribed under Rule 8 of the CSR Rules, is annexed as Annexure C and forms an integral part of this Report.

The Chief Financial Officer has certified that the funds disbursed for CSR activities during the year were utilised for the purposes and in the manner approved by the Board.

25. BOARD OF DIRECTORS AND BOARD GOVERNANCE

The Board of Directors comprises individuals possessing diverse qualifications, skills, expertise and experience relevant to the Company's business, strategy, operations, financial position, sustainability objectives and regulatory environment. The Directors devote adequate time to the affairs of the Company and discharge their responsibilities in accordance with the applicable legal and governance requirements.

Pursuant to the Listing Regulations, the Board has identified the core skills, expertise and competencies required for the effective functioning of the Company. Details of the skills, expertise and competencies available to the Board are provided in the Corporate Governance Report.

In the opinion of the Board, the Directors, including those appointed or reappointed during the year, possess the requisite qualifications, expertise, experience and standards of integrity required for the effective discharge of their responsibilities.

experience and standards of integrity required for the effective discharge of their responsibilities.

The criteria for determining qualifications, positive attributes and independence of Directors form part of the Nomination and Remuneration Policy, which is available under the 'Policies' section of the Company's website at https://pakka.com/investor/ .

The Nomination and Remuneration Committee periodically evaluates the composition of the Board and the requirements relating to its skills, diversity, succession planning and leadership, having regard to the Company's business strategy and applicable governance requirements.

26. CHANGES IN DIRECTORS

Cessations

Mr. Shubham Ashok Tibrewal (DIN: 10274024) resigned as a Director of the Company with effect from June 25, 2025.

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

The Board places on record its appreciation for the services rendered by Mr. Shubham Ashok Tibrewal and Mr. Jagdeep Hira during their respective tenures.

Appointments

Ms. Dinika Bhatia (DIN: 02724172) was appointed as an Additional Director in the category of Non-Executive Independent Director with effect from June 30, 2025, pursuant to a resolution passed by circulation.

The members, at the 45th Annual General Meeting held on September 30, 2025, approved the appointment of Ms. Dinika Bhatia as a Non-Executive Independent Director by way of a special resolution, on the terms and for the tenure stated in the notice convening the said Annual General Meeting.

Mr. Ved Krishna (DIN: 00182260), who was serving as Vice-Chairman and a Director of the Company, was appointed as Managing Director with effect from August 13, 2025. His appointment and terms of remuneration were approved by the members by way of a special resolution at the 45th Annual General Meeting held on September 30, 2025.

Directors Retiring by Rotation

In accordance with Section 152 of the Act and the Articles of Association of the Company, Mr. Gautam Ghosh (DIN: 10371300), Executive and Non-Independent Director; and Mr. Himanshu Kapoor (DIN: 07926807), Non-Executive and Non-Independent Director; retire by rotation at the ensuing Annual General Meeting and, being eligible, have offered themselves for reappointment.

The Board recommends their reappointment. The profiles of the Directors and other particulars required under the Act, Secretarial Standard-2 and Regulation 36 of the Listing Regulations are provided in the notice convening the ensuing Annual General Meeting.

Pecuniary Relationships of Non-Executive Directors

During the year under review, the Non-Executive Directors had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, if any, and reimbursement of expenses incurred for attending meetings of the Board and its committees, as disclosed in the Corporate Governance Report and financial statements.

27. INDEPENDENT DIRECTORS AND DECLARATIONS OF INDEPENDENCE

As at March 31, 2026, Mr. Pradeep Vasant Dhobale, Mr. Basant Kumar Khaitan, Mr. Alok Ranjan, Mr. Rahul Krantikumar Dharmadhikary, Ms. Anna Kay Warnington and Ms. Dinika Bhatia were Independent Directors of the Company.

The Company has received the requisite declarations from all Independent Directors confirming that they meet the criteria of independence prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and are not disqualified from continuing as Independent Directors.

In accordance with 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 reasonably be anticipated to impair or affect their ability to discharge their duties with objective and independent judgement and without external influence.

The Independent Directors have also confirmed compliance with the Code for Independent Directors prescribed in Schedule IV to the Act. In the opinion of the Board, the Independent Directors possess the requisite integrity, expertise and experience, including proficiency, as applicable, for discharging their duties.

The Independent Directors have registered their names in the databank maintained by the Indian Institute of Corporate Affairs in accordance with Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. They have complied with the requirements relating to the online proficiency self-assessment test or are exempt therefrom, as applicable to each Director.

28. KEY MANAGERIAL PERSONNEL

As at March 31, 2026, the following persons were the Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Act:

1. Mr. Ved Krishna - Managing Director;

2. Mr. Gautam Ghosh - Executive Director and Occupier;

3. Ms. Neetika Suryawanshi - Chief Financial Officer; and

4. Mr. Sachin Kumar Srivastava - Company Secretary and Corporate Finance Head.

During the year under review:

Mr. Jagdeep Hira ceased to be Managing Director and Key Managerial Personnel with effect from August 13, 2025; and Mr. Ved Krishna was appointed as Managing Director and Key Managerial Personnel with effect from August 13, 2025.

Subsequent to the close of the financial year:

Ms. Neetika Suryawanshi resigned from the office of Chief Financial Officer and Key Managerial Personnel of the Company with effect from June 30, 2026. Following her resignation, Mr. Manoj Kumar Maurya, Finance Head, has been assigned responsibility for discharging the finance and Chief Financial Officer-related functions, pending the appointment of the Chief Financial Officer in accordance with the applicable provisions of law.

29. BOARD AND COMMITTEES OF THE BOARD

A. Meetings of the Board

The Board meets at regular intervals to consider and decide matters relating to the Company's strategy, policies, operations, performance, governance and compliance obligations.

An annual calendar of meetings is circulated to the Directors in advance to facilitate effective participation. Detailed agenda papers and explanatory notes are circulated within the timelines prescribed under Secretarial Standard-1, except where meetings are convened at shorter notice in accordance with applicable law.

Where urgent business requires consideration between scheduled meetings, approval is obtained by resolutions passed by circulation or through meetings convened at shorter notice, in compliance with the Act, the Listing Regulations and Secretarial Standard-1.

During FY 2025-26, four meetings of the Board of Directors were held. The intervening gap between consecutive meetings did not exceed 120 days. The dates of the meetings, attendance of the Directors and other prescribed particulars are provided in the Corporate Governance Report.

B. Committees of the Board

As at March 31, 2026, the Board had constituted the following statutory committees in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

1. Audit Committee;

2. Nomination and Remuneration Committee, which also acts as the Compensation Committee for the purposes of the Company's employee stock-option plan;

3. Stakeholders Relationship Committee; and

4. Corporate Social Responsibility Committee.

The Board has also constituted following non statutory committees:

1. Banking & Finance Committee

2. Fund Raising Committee

The provisions of Regulation 21 of the Listing Regulations relating to the constitution of a Risk Management Committee are not applicable to the Company. Accordingly, the Company has not constituted a Risk Management Committee.

The composition, terms of reference, meetings held and attendance of the members of the statutory committees are provided in the Corporate Governance Report forming part of the Annual Report.

In addition to the statutory committees, the Board has constituted a Banking and Finance Committee to consider financial, banking and operational matters falling within the authority delegated to it by the Board.

The Board may, from time to time, constitute committees for specific purposes and delegate appropriate powers to such committees, subject to the provisions of the Act, the Listing Regulations, the Articles of Association of the Company and the applicable delegation-of-authority framework.

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

Pursuant to Sections 134(3)(p), 149(8) and 178(2) of the Companies Act, 2013 ('the Act'), Schedule IV to the Act and Regulations 17 and 19 read with Part D of Schedule II to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), the Company has established a structured framework for the annual evaluation of the performance of the Board, its committees, the Chairperson and individual Directors.

The Nomination and Remuneration Committee reviewed the implementation and compliance of the performance-evaluation framework and evaluated the performance of the individual Directors in accordance with the applicable criteria.

The Board evaluated its own performance, the performance of its committees and the performance of individual Directors. A Director did not participate in the discussion or evaluation of their own performance.

The evaluation was undertaken on the basis of criteria approved by the Nomination and Remuneration Committee and the Board. The criteria included, among other matters, the composition and effectiveness of the Board and its committees; quality of discussions and decision-making; strategic guidance; understanding of the Company's business and operating

environment; preparedness and participation in meetings; contribution to governance, risk oversight and stakeholder interests; independence of judgement; and fulfilment of statutory and fiduciary responsibilities.

At a separate meeting of the Independent Directors, the Independent Directors reviewed:

1. the performance of the Non-Independent Directors;

2. the performance of the Board as a whole;

3. the performance of the Chairperson of the Company, after taking into account the views of the Executive and Non-Executive Directors; and

4. the quality, quantity and timeliness of the flow of information between the management and the Board necessary for the Board to effectively and reasonably perform its duties.

The performance of the Independent Directors was evaluated by the entire Board, excluding the Independent Director being evaluated.

The outcome of the evaluation was discussed by the Nomination and Remuneration Committee and the Board. The Board noted the feedback received and identified appropriate action points for enhancing its effectiveness. The Company also reviewed the status of actions arising from the evaluation conducted in the preceding year.

Further details of the performance-evaluation process are provided in the 'Board Evaluation' section of the Corporate Governance Report.

31. NOMINATION AND REMUNERATION POLICY AND BOARD DIVERSITY

Pursuant to Section 178 of the Act and Regulation 19 read with Part D of Schedule II to the Listing Regulations, the Nomination and Remuneration Committee has formulated criteria for determining the qualifications, positive attributes and independence of Directors and has recommended to the Board a policy relating to the appointment and remuneration of Directors, Key Managerial Personnel, Senior Management and other employees.

The Nomination and Remuneration Policy provides, inter alia, the framework governing:

1. identification, selection, appointment and succession of Directors, Key Managerial Personnel and Senior Management;

2. qualifications, positive attributes and independence of Directors;

3. remuneration of Executive Directors, Non-Executive Directors, Key Managerial Personnel, Senior Management and other employees;

4. payment of sitting fees and commission, where applicable, to Non-Executive Directors;

5. performance-evaluation criteria for the Board, its committees and individual Directors;

6. succession planning for the Board and Senior Management; and

7. principles of fairness, transparency, performance orientation and alignment of remuneration with the long-term interests of the Company and its stakeholders.

The Company recognises that an appropriately diverse Board enhances the quality of decision-making and corporate governance. The Board-diversity framework considers an appropriate balance of skills, professional experience, knowledge, age, gender, cultural background and other attributes relevant to the Company's business and strategic objectives. Appointments are nevertheless made on merit and having regard to the collective requirements of the Board.

The Nomination and Remuneration Policy is available under the 'Policies' section of the Company's website at https://pakka.com/investor/ . The salient features of the Policy are also described in this Report and the Corporate Governance Report.

32. CODE OF CONDUCT

Pursuant to Regulation 17(5) of the Listing Regulations, the Board has adopted a Code of Conduct applicable to all members of the Board and Senior Management of the Company. The Code incorporates the duties of Directors prescribed under the Act and, in the case of Independent Directors, the duties and standards of professional conduct set out in Schedule IV to the Act.

The Code is intended to promote ethical conduct, integrity, transparency, accountability, avoidance of conflicts of interest, protection of confidential information and compliance with applicable laws.

All members of the Board and Senior Management have affirmed compliance with the Code of Conduct for FY 2025-26. A declaration to this effect, signed by the Managing Director, forms part of the Corporate Governance Report.

The Code of Conduct is available under the 'Policies' section of the Company's website at https://pakka.com/investor/ .

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 read with Schedule V to the Listing Regulations, the Management Discussion and Analysis Report, covering the operations and financial performance of the Company and the Group, industry structure and developments, opportunities and threats, segment-wise performance, outlook, risks and concerns, internal-control systems, financial performance and material developments in human resources, forms an integral part of the Annual Report.

34. DIRECTORS' RESPONSIBILITY STATEMENT

The Board has reviewed the internal financial controls and compliance systems established and maintained by the Company, the work performed by the Internal Auditors, Statutory Auditors and Secretarial Auditors, and the reviews undertaken by the management, the Audit Committee and other relevant committees of the Board.

The Statutory Auditors have expressed an unmodified opinion on the adequacy and operating effectiveness of the Company's internal financial controls with reference to the standalone financial statements as at March 31, 2026. The Board has also taken note of the auditors' observation concerning the strengthening of the financial-closure process at each reporting-period end, and the management is implementing appropriate measures to further strengthen period-end controls, reconciliations, review processes and documentation.

The Board has further considered the qualification and Emphasis of Matter contained in the Statutory Auditors' Report on the consolidated financial statements. The qualification, the management's response and the Board's explanation are set out in the 'Statutory Auditors and Auditors' Reports' section of this Report.

Pursuant to Section 134(5) of the Act, the Directors, to the best of their knowledge and ability, confirm that for the financial year ended March 31, 2026:

i. in the preparation of the annual accounts, the applicable accounting standards were followed, along with proper explanations relating to material departures, if any; ii. the Directors selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the profit of the Company for the year ended on that date; iii. the Directors took proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. the Directors prepared the annual accounts on a going-concern basis; v. the Directors laid down internal financial controls to be followed by the Company and such internal financial controls were adequate and operating effectively in all material respects; and vi. the Directors devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

35. AUDITORS

35.1 STATUTORY AUDITORS AND AUDITORS' REPORT

Pursuant to Sections 139, 141 and other applicable provisions of the Companies Act, 2013 ('the Act') and the Companies (Audit and Auditors) Rules, 2014, the members of the Company, at the 42nd Annual General Meeting held on October 30, 2022, reappointed C N K & Associates LLP, Chartered Accountants (Firm Registration No. 10196IW/W-100036), as the Statutory Auditors of the Company for a second term of five consecutive years, commencing from the conclusion of the 42nd Annual General Meeting until the conclusion of the 47th Annual General Meeting to be held in the year 2027.

The remuneration payable to the Statutory Auditors is determined by the Board of Directors on the recommendation of the Audit Committee, in accordance with the authority granted by the members and the applicable provisions of the Act.

The reports of the Statutory Auditors on the standalone and consolidated financial statements for FY 2025-26 form part of this Annual Report.

Standalone financial statements

The Statutory Auditors have expressed an unmodified opinion on the standalone financial statements of the Company for the year ended March 31, 2026.

The standalone Auditor's Report contains an Emphasis of Matter relating to the Company's investment in its wholly owned overseas subsidiary and the temporary pause in construction of the manufacturing facility in Guatemala. Based on the management's assessment that the pause is temporary, no impairment has been recognised at this stage. The Company will continue to monitor developments relating to financing and resumption of the project and will periodically review the carrying value of its investment in accordance with the applicable Indian Accounting Standards. The Statutory Auditors' opinion on the standalone financial statements is not modified in respect of this matter.

Consolidated financial statements

The Statutory Auditors have expressed a qualified opinion on the consolidated financial statements of the Company for the year ended March 31, 2026.

The qualification relates to Capital Work-in-Progress ('CwIP') amounting to 3,197.81 lakh recognised by Pakka Inc., an overseas subsidiary. The project activities were temporarily suspended during the last quarter of the year due to non-arrangement of the necessary financing. As at the date of the consolidated Auditor's Report, the required funding had not been obtained, resulting in uncertainty regarding resumption of the project, recoverability of the CwIP and whether any adjustment to its carrying amount may be required.

The financial impact of the qualification is presently not ascertainable because the Statutory Auditors identified uncertainty concerning the recoverability of the CwIP but did not quantify the amount of any adjustment that may be required.

Board's explanation on the qualification

Pursuant to Section 134(3)(f) of the Act, the Board states that the management does not presently envisage any impairment of the CwIP, since a substantial portion of the expenditure relates to detailed engineering and

related project activities that are expected to be utilised upon reactivation of the project.

The management is actively evaluating financing options and will continue to review the status of funding, resumption of the project and recoverability of the CwIP. The carrying amount will be reassessed as greater clarity emerges, and any adjustment found necessary will be recognised in accordance with the applicable Indian Accounting Standards and financial-reporting framework. The Statutory Auditors have agreed with the management's explanation regarding its present inability to quantify the financial impact of the qualification.

The consolidated Auditor's Report also contains an Emphasis of Matter concerning the working-capital deficit of an overseas subsidiary and its dependence on continued financial support from related parties and shareholders to meet its obligations and continue its operations. The Statutory Auditors' qualified opinion is not further modified in respect of this Emphasis of Matter.

Internal financial controls

The Statutory Auditors have expressed an unmodified opinion on the adequacy and operating effectiveness of the Company's internal financial controls with reference to the standalone financial statements as at March 31, 2026.

In their reports on internal financial controls with reference to the standalone and consolidated financial statements, the Statutory Auditors have indicated the need to strengthen the financial-closure process at each reporting-period end. The management has taken note of the observation and is implementing measures to further strengthen period-end closing controls, review procedures, reconciliations and documentation.

Key audit matters and other reporting

The key audit matters identified by the Statutory Auditors relate principally to:

1. accounting for and valuation of property, plant and equipment and CwIP, including capitalisation, project status and impairment assessment; and

2. existence and valuation of inventories, including allocation of cost, net realisable value and provisioning for obsolete and slow-moving inventories.

These key audit matters have been addressed in the respective Auditors' Reports and do not, by themselves, constitute separate qualifications of the audit opinions.

The consolidated Auditor's Report also contains 'Other Matters' relating to reliance on the reports of other auditors for two subsidiaries, including one step-down subsidiary, and reliance on management-certified unaudited financial information of one subsidiary. The consolidated audit opinion is not modified in respect of those Other Matters.

Except for the qualification and matters described above, the respective Auditors' Reports do not contain any other qualification, reservation, adverse remark or disclaimer requiring comments from the Board.

Reporting of fraud

During the year under review, the Statutory Auditors did not report any fraud by the Company or on the Company under Section 143(12) of the Act. No report in Form ADT-4 was filed by the Statutory Auditors with the Central Government during the year or up to the date of their report.

35.2 SECRETARIAL AUDITORS AND AUDITORS' REPORT

Pursuant to Section 204 of the Companies Act, 2013 ('Act'), Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), the members, at the 45th Annual General Meeting held on September 30, 2025, approved the appointment of M/s Amit Gupta & Associates, Company Secretaries (Firm Registration No. P2025UP103200), a peer-reviewed firm of Company Secretaries in Practice, as the Secretarial Auditors of the Company for a term of five consecutive years commencing from the conclusion of the 45th Annual General Meeting until the conclusion of the 50th Annual General Meeting.

M/s Amit Gupta & Associates conducted the Secretarial Audit of the Company for FY 2025-26. The Secretarial Audit Report issued in Form MR-3 pursuant to Section 204 of the Act is annexed as Annexure D and forms an integral part of this Report.

The observations made by the Secretarial Auditors and the Board's explanations thereon are set out below:

1. Delay in review of the audited financial statements of Pakka Inc.

The Secretarial Auditors have reported a delay of 73 days in the review of the audited financial statements of Pakka Inc. for the quarter and financial year ended March 31, 2025, as required under Regulation 24(2) of the Listing Regulations.

Board's explanation: The delay occurred principally due to the delayed finalisation or receipt of the audited financial statements of Pakka Inc. The audited financial statements were placed before the Audit Committee immediately upon their availability. The Company has strengthened the financial-closing and subsidiary-reporting process by prescribing advance reporting timelines, assigning responsibility to designated officers and introducing periodic monitoring and escalation of pending financial information.

2. Delay in approval of the audited consolidated financial results

The Secretarial Auditors have reported that the audited consolidated financial results for the quarter and financial year ended March 31, 2025 were approved on August 13, 2025, resulting in a delay of 73 days under Regulation 33 of the Listing Regulations.

Board's explanation: The delay was consequential to the delayed finalisation or audit of the financial statements of Pakka Inc. The consolidated financial results were approved and submitted to the stock exchanges immediately upon completion of the consolidation and audit process. The Company has introduced a time-bound consolidation calendar and strengthened coordination among the Company, its subsidiaries and their respective auditors.

3. Delay in submission of related-party-transaction disclosure to NSE

The Secretarial Auditors have reported a delay of 150 days in submitting to the National Stock Exchange of India Limited ('NSE') the disclosure of related-party transactions under Regulation 23(9) of the Listing Regulations for the half year and financial year ended March 31, 2025. The corresponding disclosure was submitted to BSE Limited within the prescribed timeline on May 30, 2025.

Board's explanation: The delay in submission to NSE occurred due to a technical issue encountered while submitting the disclosure. Upon identification, the disclosure was submitted to NSE. NSE, by its

letter bearing reference no. NSE/LIST/CD/2026/0006 dated March 11, 2026, granted waiver of the fine imposed in connection with the delayed submission. The Company has strengthened its filing controls by introducing an exchange-wise compliance checklist, maker-checker verification and documentary confirmation of successful submission to each stock exchange.

One-day delay in submission of related-party-transaction disclosure

The Secretarial Auditors have reported a delay of one day in submitting the disclosure of related-party transactions for the half year ended September 30, 2025 under Regulation 23(9) of the Listing Regulations due to technical reasons.

Board's explanation: The delay occurred due to a technical issue encountered while submitting the disclosure. The disclosure was submitted on the following day. The Company has introduced advance internal filing timelines and additional technical and supervisory checks to minimise the possibility of recurrence.

Delay in overseas investment and financial-commitment reporting

The Secretarial Auditors have reported delays in reporting financial commitments in Form FC, filing Annual Performance Reports and Foreign Liabilities and Assets returns, and reporting the conversion of outstanding loans into equity in respect of loans and investments made in the Company's overseas wholly owned subsidiaries.

Board's explanation: The delays arose from the collation, reconciliation and finalisation of information concerning the Company's overseas subsidiaries and the related regulatory reporting. The Company has taken steps to complete and regularise the applicable filings and has strengthened its overseas-investment compliance framework through a centralised compliance calendar, clearly assigned ownership, advance internal timelines, periodic reconciliation of cross-border transactions, maker-checker review and engagement of professional advisers. The Audit Committee and the Board will monitor timely compliance going forward.

The Secretarial Auditors have further observed that the Company's systems and processes require strengthening and improvement to facilitate better monitoring and timely compliance with applicable laws, rules, regulations and guidelines.

The Board has taken note of the observation. The Company has initiated measures including strengthening of the compliance calendar, assignment of responsibility for individual compliances, maker-checker controls, advance internal deadlines, exchange-wise filing confirmations, periodic compliance reporting to senior management and the Audit Committee, and escalation of approaching or overdue compliances. The Board and the Audit Committee will continue to monitor the implementation and effectiveness of these measures.

Except for the observations described above, the Secretarial Audit Report does not contain any other qualification, reservation, adverse remark or disclaimer requiring comments from the Board.

The Annual Secretarial Compliance Report for FY 2025-26, issued pursuant to Regulation 24A of the Listing Regulations and the applicable SEBI circulars, was submitted to the stock exchanges within the prescribed timeline.

35.3 INTERNAL AUDITORS

Pursuant to Section 138 of the Act read with Rule 13 of the Companies (Accounts) Rules, 2014, Grant Thornton Bharat LLP served as the Internal Auditor of the Company for FY 2025-26.

The internal audit function carried out risk-based reviews in accordance with the internal audit plan approved by the Audit Committee. Significant audit findings, recommendations and the status of corrective actions taken by the management were periodically placed before and reviewed by the Audit Committee.

Based on the recommendation of the Audit Committee, the Board of Directors, at its meeting held on August 14, 2026, appointed Kapoor Tandon & Co., Chartered Accountants (Firm Registration No. 000952C), Kanpur, as the Internal Auditor of the Company for FY 2026-27.

The Internal Auditor reports functionally to the Audit Committee, thereby supporting the independence and objectivity of the internal audit function.

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

The particulars relating to conservation of energy, technology absorption, and foreign-exchange earnings and outgo, as required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are provided in Annexure E, which forms an integral part of this Report.

37. ANNUAL RETURN

Pursuant to Sections 92(3) and 134(3)(a) of the Act, the Annual Return of the Company for FY 2025-26 is available on the Company's website under the 'Annual Return' section at https://pakka.com/investor/ .

The Annual Return will be filed with the Registrar of Companies in Form MGT-7 within the period prescribed under Section 92(4) of the Act read with the Companies (Management and Administration) Rules, 2014.

38. 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:

The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer and Company Secretary during the financial year 2025-26, the ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2025-26 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

*Mr. Jagdeep Hira ceased to hold office and Mr. Ved Krishna was appointed as Managing Director with effect from August 13, 2025. Accordingly, their remuneration figures are not comparable with the previous year.

? The remuneration figures disclosed in the above table pursuant to Rule 5(1) have been computed in accordance with the applicable Indian Accounting Standards and include relevant Ind AS adjustments, including employee stock-option expenses and other acco unting adjustments, as applicable. The remuneration disclosed in the statement of the top ten employees pursuant to Rule 5(2) represents the actual gross remuneration paid or payable as per the payroll records of the Company. Accordingly, the figures disclosed in the two tables are prepared on different bases and may not be directly comparable.

1. The median remuneration of employees of the Company during the FY 2025-26 was 5,51,044 /- in comparison to 5,35,863 /- during the FY 2024-25.

2. In the financial year, there was an increase of 2.83% in the median remuneration of employees;

3. There were 565 permanent employees on the rolls of the Company during the FY 2025-26 in comparison to 558 permanent employees on the rolls of the Company during FY 2024-25.

4. Average percentage decrease made in the salaries of employees other than the managerial personnel in FY 2025-26 was 1.94% whereas the decrease in the managerial remuneration for the same financial year was 5.80%. The figures of managerial remuneration are not comparable to last year due to appointment/changes made in managerial personnel during the said period.

vi. The key parameters for determining the variable component of remuneration payable to the Directors are considered by the Board on the recommendation of the Nomination and Remuneration Committee, in accordance with the applicable provisions of the Act and the Company's Remuneration Policy.

vii. It is affirmed that the remuneration paid during FY 2025-26 was in accordance with the applicable provisions of the Act and the Company's Remuneration Policy.

viii. No other employee was employed throughout the financial year at an aggregate salary of 1,02,00,000/- per annum.

ix. Except for Mr. Jagdeep Hira, former Managing Director, and Mr. Ved Krishna, Managing Director, no employee who was employed for part of FY 2025-26 received remuneration at a rate of 8,50,000 or more per month.

Details of Top Ten employees of the company as required under Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended vide Notification dated 30th June, 2016 by Ministry of Corporate Affairs for the year ended March 31, 2026:

xi. No employee of the Company, whether employed throughout or for part of the financial year, was in receipt of remuneration exceeding that drawn by the Managing Director or Whole-time Director and held, either individually or together with his or her spouse and dependent children, two per cent or more of the equity shares of the Company.

39. INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Sections 124 and 125 of the Companies Act, 2013 (the Act) read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended ('IEPF Rules'), dividends remaining unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account are required to be transferred to the Investor Education and Protection Fund ('IEPF').

Accordingly, the amount remaining unpaid or unclaimed in respect of the dividend declared by the Company for the financial year 2018-19 is due for transfer to the IEPF during the financial year 2026-27, upon expiry of the prescribed period of seven years. The Company shall transfer such amount to the IEPF within the applicable statutory timeline and file the prescribed forms and statements with the competent authorities.

Further, pursuant to Section 124(6) of the Act read with Rule 6 of the IEPF Rules, the equity shares in respect of which dividends have remained unpaid or unclaimed for seven consecutive years or more are also required to be transferred to the designated demat account of the IEPF Authority.

Accordingly, the Company has initiated the process for transfer of the eligible equity shares relating to the financial year 2018-19. Pending completion of the prescribed corporate action and transfer to the designated demat account of the IEPF Authority, such eligible shares have been placed in a designated escrow/demat account maintained for this purpose. The escrow/demat account is an interim operational arrangement, and the eligible shares shall ultimately be transferred to the designated demat account of the IEPF Authority in accordance with the Act, the IEPF Rules and the applicable depository procedures.

The Company has sent individual notices to the concerned shareholders at their registered addresses and has published the requisite notice in newspapers. The details of the shareholders whose unpaid or unclaimed dividend and corresponding shares are liable to be transferred to the IEPF have also been made available on the Company's website at https://pakka.com/investor/ .

Members are requested to claim their unpaid or unclaimed dividend for the financial year 2018-19 on or before the applicable due date by submitting the requisite documents to the Company or its Registrar and Share Transfer Agent. After transfer to the IEPF, the concerned shareholders may claim the dividend amount and shares from the IEPF Authority by submitting Form IEPF-5 in accordance with the procedure prescribed under the IEPF Rules.

40. INDUSTRIAL RELATIONS

Industrial relations remained cordial and harmonious across the Company's offices, manufacturing facilities and other establishments during the year under review.

The Board places on record its appreciation for the continued commitment, cooperation and constructive contribution of the Company's team members at all levels towards maintaining operational continuity, productivity, workplace safety and organisational performance.

41. CAUTIONARY STATEMENT

Statements contained in this Board's Report, including the Management Discussion and Analysis Report, describing the Company's objectives, projections, estimates, expectations, plans, strategies or outlook may constitute 'forward-looking statements' within the meaning of applicable securities laws and regulations.

Actual results may differ materially from those expressed or implied in such forward-looking statements due to various risks, uncertainties and other factors, including availability and prices of raw materials, changes in demand and pricing in the Company's principal markets, competitive conditions, technological developments, changes in government policies, laws, regulations and tax regimes, fluctuations in foreign exchange rates, general economic conditions in India and other countries in which the Company operates, geopolitical developments and other factors beyond the Company's control.

The Company assumes no responsibility to publicly amend, modify or revise any forward-looking statement on the basis of subsequent developments, information or events, except as may be required under applicable law.

42. ACKNOWLEDGEMENTS

The Board of Directors places on record its sincere appreciation for the continued trust, support and cooperation extended to the Company by its members, investors, customers, business partners, suppliers, vendors, bankers, financial institutions, consultants and other stakeholders.

The Board also acknowledges the valuable support and cooperation received from the Government of India, various State Governments, governments and authorities in the countries in which the Company operates, regulatory authorities, stock exchanges, depositories and other governmental and statutory bodies.

The Board expresses its deep appreciation for the dedication, commitment and contribution of every team member of the Pakka Group. Their continued efforts have been instrumental in supporting the Group's operations, resilience and long-term objectives. The Board also gratefully acknowledges the support extended by the families of the Group's team members.

For and on Behalf of the Board

Place: Ayodhya Date: 14th August, 2026

Pradeep Vasant Dhobale Chairman DIN: 00274636