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PAKKA LIMITED AGM Information 2024

Sep 6, 2024

61648_rns_2024-09-06_c3724918-c262-4e68-8206-5a79ac1939ba.pdf

AGM Information

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7/Govt/SE/2024-25/0047 6[th ] September, 2024

National Stock Exchange of India Limited Exchange Plaza, 5th Floor, Plot No. C/1, G Block, Bandra-Kurla Complex, Bandra (East), Mumbai 400 051 Trading Symbol: PAKKA

BSE Limited Department of Corporate Service Phiroze Jeejeebhoy Towers 25[th] Floor, Dalal Street Mumbai - 400 001 Scrip Code: 516030

Sub: 44[th] Annual General Meeting (‘AGM’) Notice

Dear Sir/Madam,

Pursuant to Regulation 30 of SEBI (LODR) Regulations, 2015, please find enclosed herewith electronic copy of the Notice of the 44[th] Annual General Meeting (‘AGM’) for the Financial Year 2023-24, being sent today i.e. Friday, 6[th] September, 2024 by email to those members whose email addresses are registered with the Company/Depository Participants(s).

The requirements of sending physical copy of the Notice of the AGM to the Members have been dispensed with vide MCA Circular/s and SEBI Circular.

Kindly take the above information on record. The information in the above notice is also available on the website of the Company https://pakka.com/ on the following link:

        • https://pakka.com/investors_data/44th annual general meeting notice/

Kindly bring it to the notice of all concerned.

Thanking you,

Yours faithfully, f or Pakka Limited

Sachin Digitally signed by Sachin Kumar Kumar Srivastava Date: 2024.09.06 Srivastava 17:28:45 +05'30' Sachin Kumar Srivastava

Company Secretary & Legal Head

Encl: As Above

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44[th] Annual General Meeting

Annual Report 2023-24

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PAKKA LIMITED

(Previously known as Yash Pakka Limited)

Regd. Office: 312, Plaza Kalpana Society, 24/147, B-49, Birhana Road, Kanpur, Uttar Pradesh - 208001, India Corp. Office: Yash Nagar, Ayodhya, Uttar Pradesh – 224 135, India CIN: L24231UP1981PLC005294 | T: +91 5278 258174 E: [email protected] | Website: https://www.pakka.com

NOTICE

NOTICE IS HEREBY GIVEN THAT THE 44[TH] ANNUAL GENERAL MEETING OF THE MEMBERS OF PAKKA LIMITED will be held on Saturday, the 28[th] September, 2024 at 09:00 a.m. (IST) through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”), to transact the following businesses:

ORDINARY BUSINESS:

  1. To receive consider and adopt the Audited Standalone Financial Statements of the Company for the financial year ended 31[st] March, 2024 together with the Reports of the Board of Directors and the Auditors thereon and if thought fit, to pass, the following resolutions as an Ordinary Resolution:

“RESOLVED THAT the Audited Standalone Financial Statements of the Company for the financial year ended 31[st] March, 2024 and the reports of the Board of Directors’ and Auditors’ thereon laid before this meeting, be and are hereby considered, approved and adopted”.

  1. To receive consider and adopt the Audited Consolidated Financial Statements of the Company for the financial year ended 31[st] March, 2024 together with the Reports of the Auditors thereon and if thought fit, to pass, the following resolutions as an Ordinary Resolution:

“RESOLVED THAT the Audited Consolidated Financial Statement of the Company for the financial year ended 31[st] March, 2024 and the report of

the Auditors thereon laid before this meeting, be and are hereby considered, approved and adopted”.

  1. To appoint a Director in place of Mr. Jagdeep Hira (DIN: 07639849), who retires by rotation and being eligible, offers his candidature for re-appointment and if thought fit, to pass, the following resolutions as an Ordinary Resolution:

“RESOLVED THAT pursuant to the applicable provisions of the Companies Act, 2013 read with Article of Association of the Company, Mr. Jagdeep Hira (DIN: 07639849), who retires by rotation and being eligible seeks reappointment, be and is hereby re-appointed as a Director of the Company liable to retire by rotation”.

  1. To appoint a Director in place of Mrs. Manjula Jhunjhunwala (DIN: 00192901), who retires by rotation and being eligible, offers her candidature for reappointment and if thought fit, to pass, the following resolutions as an Ordinary Resolution:

“RESOLVED THAT pursuant to the applicable provisions of the Companies Act, 2013 read with Article of Association of the Company, Mrs. Manjula Jhunjhunwala (DIN: 00192901), who retires by rotation and being eligible seeks re-appointment, be and is hereby re-appointed as a Director of the Company liable to retire by rotation”.

By Order of the Board of Directors, for Pakka Limited

Place: Ayodhya Date: 10.08.2024

Sachin Kumar Srivastava Company Secretary & Head Legal FCS No.: 11111

2

Corporate Overview Statutory Reports Financial Statements

NOTES :

  1. Ministry of Corporate Affairs (“MCA”) vide its General Circulars Nos. 14/2020 dated April 08, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 05, 2020, and subsequent circulars issued in this regard, the latest being 9/2023 dated September 25, 2023, (‘MCA Circulars’) has permitted the holding of the annual general meeting through Video Conferencing (“VC”) or through Other Audio-Visual Means (“OAVM”), without the physical presence of the Members at a common venue.

  2. The Statement, pursuant to Section 102 of the Companies Act, 2013, as amended (‘Act’) setting out material facts concerning the business are not applicable. Additional information, pursuant to Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (‘SEBI Listing Regulations’) and Secretarial Standard - 2 on General Meetings, issued by The Institute of Company Secretaries of India, in respect of Director retiring by rotation seeking re-appointment at this Annual General Meeting (‘Meeting’ or ‘AGM’) is furnished as Annexure to this Notice.

  3. In compliance with the provisions of the Act, SEBI Listing Regulations and Secretarial Standards on General Meeting and MCA Circulars, the 44[th] Annual General Meeting of the Company is being held through VC/ OAVM on Saturday, 28[th] September, 2024, at 09.00 a.m. (IST). The proceedings of the AGM are deemed to be conducted at the Registered Office of the Company situated at 312, Plaza Kalpana Society, 24/147, B-49, Birhana Road, Kanpur, Uttar Pradesh - 208001, India.

  4. PURSUANT TO THE PROVISIONS OF THE ACT, A MEMBER ENTITLED TO ATTEND AND VOTE AT THE AGM IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON HIS/HER BEHALF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. SINCE THIS AGM IS BEING HELD PURSUANT TO THE MCA CIRCULARS THROUGH VC OR OAVM, THE REQUIREMENT OF PHYSICAL ATTENDANCE OF MEMBERS HAS BEEN DISPENSED WITH. ACCORDINGLY, IN TERMS OF THE MCA CIRCULARS, THE FACILITY FOR APPOINTMENT OF PROXIES BY THE MEMBERS WILL NOT BE AVAILABLE FOR THIS AGM AND HENCE THE PROXY FORM, ATTENDANCE SLIP AND ROUTE MAP OF THE AGM ARE NOT ANNEXED TO THIS NOTICE.

  5. Corporates/Institutional Investors, who are Members of the Company, are encouraged to attend and vote at the AGM through VC/OAVM facility. Corporate

Members/ Institutional Investors (i.e. other than individuals, HUFs, NRIs etc.) who are intending to appoint their authorized representatives pursuant to Sections 112 and 113 of the Act, as the case may be, to attend the AGM through VC or OAVM and to vote through remote e-voting are requested to send a certified copy of the Board Resolution to the Scrutinizer by e-mail at [email protected] with a copy marked to [email protected] and [email protected]. Corporate Members/ Institutional Investors (i.e. other than individuals, HUFs, NRIs etc.) can also upload their Board Resolution/ Power of Attorney/Authority Letter etc. by clicking on the "Upload Board Resolution/Authority Letter" displayed under the “e-voting” tab in their login.

  1. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Act.

  2. In case of joint holders attending the AGM, only such joint holder who is higher in the order of the names as per the Register of Members of the Company, as of the cut-off date, will be entitled to vote at the Meeting.

  3. In accordance with the aforesaid MCA Circulars and the Circular Nos. SEBI/ HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020, SEBI/HO/CFD/CMD2/ CIR/P/2021/11 dated January 15, 2021, SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022, SEBI/HO/CFD/ PoD-2/P/CIR/2023/4 dated January 5, 2023 and SEBI/ HO/CFD/CFD-PoD-2/P/ CIR/2023/167 dated October 07, 2023 issued by Securities Exchange Board of India (collectively referred to as “SEBI Circulars”), the Notice of the AGM along with the Integrated Annual Report for FY 2023-24 are being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/ Depositories. The Company shall send the physical copy of Integrated Annual Report FY 2023-24 to those Members who request the same at [email protected] mentioning their Folio No./DP ID and Client ID. The Notice convening the 44[th] AGM along with the Integrated Annual Report FY 2023-24 will also be available on the website of the Company at www.pakka.com, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia. com and www.nseindia. com respectively.

  4. SEBI vide Circular Nos. SEBI/HO/OIAE/OIAE_IAD-1/P/ CIR/2023/131 dated July 31, 2023, and SEBI/HO/OIAE/ OIAE_IAD-1/P/CIR/2023/135 dated August 04, 2023, read with Master Circular No. SEBI/HO/ OIAE/OIAE_ IAD-1/P/CIR/2023/145

3

Annual Report 2023-24

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dated July 31, 2023 (updated as on August11, 2023), has established a common Online Dispute Resolution Portal (“ODR Portal”) for the resolution of disputes arising in the Indian Securities Market.

Pursuant to above-mentioned circulars, post exhausting the option to resolve their grievances with the RTA/ Company directly and through the existing SCORES platform, the investors can initiate dispute resolution through the ODR Portal (https://smartodr.in/login) and the same can also be accessed through the Company’s website www.pakka.com.

  1. As per the provisions of Clause 3.A.II. of the General Circular No. 20/ 2020 dated May 05, 2020, there is no matter of Special Business appearing in the accompanying Notice, considered to be unavoidable by the Board and hence, forming part of this Notice.

  2. The Members can join the AGM in the VC/OAVM mode 30 minutes before and 15 minutes after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. Pursuant to Regulation 44(6) of SEBI Listing Regulations, the Company is also providing a live webcast of the proceedings of the AGM. The Members will be able to view the proceedings on National Securities Depository Limited's ('NSDL') e-voting website at www. evoting.nsdl.com. The facility of participation at the AGM through VC/OAVM will be made available to at least 1,000 Members on a first come first served basis as per the MCA Circulars. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, Auditors etc. who are allowed to attend the AGM, without restriction on account of a first come first served basis.

  3. The Notice convening the AGM has been uploaded on the website of the Company at www.pakka.com and can also be accessed from the relevant section of the websites of the Stock Exchange i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively. The AGM Notice is also available on the website of NSDL at www. evoting.nsdl.com.

  4. SEBI vide its circular dated November 03, 2021 (subsequently amended by circulars dated December 14, 2021, March 16, 2023 and November 17, 2023 has mandated that with effect from April 01, 2024 dividend to shareholders holding shares in physical form shall be paid only through electronic mode. Such payment shall be made only if the folio is KYC complaint i.e. the details of PAN,

choice of nomination, contact details, mobile no. complete bank details and specimen signatures are registered.

In case of non-updation of PAN or Choice of Nomination or Contact Details or Mobile Number or Bank Account Details or Specimen Signature in respect of physical folios, dividend / interest etc. shall be paid upon furnishing all the aforesaid details in entirety.

  1. According to the Finance Act, 2020, dividend income will be taxable in the hands of the Shareholders w.e.f. April 01, 2020, and the Company is required to deduct tax at source (TDS) from the dividend paid to the Members at prescribed rates in the Income Tax Act, 1961 ('the IT Act'). In general, to enable compliance with TDS requirements, Members are requested to complete and/or update their Residential Status, valid PAN linked to Aadhar, and Category as per the IT Act with their Depository Participants ('DPs') or in case shares are held in physical form, with the Company.

Resident Individual Shareholder with PAN who is not liable to pay income tax can submit a yearly declaration in Form no 15 G/H to avail the benefit of nondeduction of tax at source by sending the forms on email to admin@skylinerta. com to enable the Company to determine the appropriate TDS/ withholding tax rate applicable, verify the documents and provide exemption. For the detailed process, please visit the website of the Company at https://www.pakka.com and also refer to the email being sent to members in this regard on May 03, 2024.

Shareholders are requested to note that if the PAN is not correct/ invalid/ inoperative or have not filed their income tax returns, then tax will be deducted at higher rates prescribed under Sections 206AA or 206AB of the Income-tax Act, as applicable and incase of invalid PAN, they will not be able to get credit of TDS from the Income Tax Department.

Non-resident shareholders [including Foreign Institutional Investors (FIIs)/ Foreign Portfolio Investors (FPIs)] can avail beneficial rates under tax treaty between India and their country of tax residence, subject to providing necessary documents i.e. No Permanent Establishment and Beneficial Ownership Declaration, Tax Residency Certificate, Form 10F, any other document which may be required to avail the tax treaty benefits. For this purpose, the shareholder may submit the above documents (PDF/JPG Format) by e-mail to investor@ pakka.com.

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Corporate Overview Statutory Reports Financial Statements

  1. Members holding shares in electronic form may please note that their bank details as furnished by the respective Depositories to the Company will be considered for remittance of dividends as per the applicable regulations of the Depositories and the Company will not entertain any direct request from such Members for change/ addition/deletion in such bank details. Accordingly, the Members holding shares in Demat form are requested to update their Electronic Bank Mandate with their respective DPs. Further, please note that instructions, if any, already given by Members in respect of shares held in physical form, will not be automatically applied to the dividend paid on shares held in electronic form.

  2. In terms of Regulation 40(1) of the SEBI Listing Regulations, as amended, securities of listed companies can be transferred only in dematerialized form with effect from April 01, 2019, except in case of request received for transmission or transposition of securities. Transfers of equity shares in electronic form are effected through the depositories with no involvement of the Company. Further, SEBI had fixed March 31, 2021, as the cut- off date for the re-lodgement of transfer deeds and the shares that are re-lodged for transfer shall be issued only in dematerialized mode.

  3. The requests for effecting transmission/transposition of securities shall be processed in the dematerialized form. In order to eliminate all risks associated with physical shares and avail various benefits of dematerialization. Members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Members can contact the Company's Registrar and Transfer Agent, Skyline Financial Services Private Limited ("Registrar" or "RTA") at [email protected] for assistance in this regard. Members may also refer to Frequently Asked Questions ("FAQs") on the RTA's website https://www. skylinerta.com.

  4. Members may please note that SEBI vide its Circular No. SEBI/ MIRSD/MIRSD_ RTAMB/P/CIR/2022/8 dated January 25, 2022 has mandated the Listed Companies to issue securities in dematerialized form only while processing service requests viz. Issue of duplicate securities certificate; claim from unclaimed suspense account; renewal/exchange of securities certificate; endorsement; sub-division/splitting of securities certificate; consolidation of securities certificates/folios; transmission and transposition. Accordingly, Members are requested to make service requests by submitting a duly filled and signed Form ISR – 4, the format of which is available on the website of the Company’s RTA, Skyline Financial Services Private Limited at https://skylinerta. com/ It may be noted that any service request received by member can be processed by RTA/the Company only after the folio is KYC Compliant.

  5. Members are requested to note that, dividends if not encashed for a period of 7 years from the date of transfer to the Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund ("IEPF"). The shares in respect of such unclaimed dividends for 7 consecutive years are also liable to be transferred to the Demat account of the IEPF Authority. The Members, whose unclaimed dividends/ shares have been transferred to IEPF, may write to the Company/ RTA for advising the procedure for Claiming the shares / dividend from IEPF Authorities. On the shareholder/ Claimant compiling with the procedure advised and submitting the required documents, the Company shall issue Entitlement Letter. The Members can submit the Entitlement Letter along with Form IEPF5 and other required documents as mentioned at www. iepf.gov.in and claim their shares from IEPF Authority. For details, please refer to the corporate governance report which is a part of this Annual Report and the investor page on the Company's website https://www.pakka.com. The unclaimed/unencashed dividends for the following financial years shall be transferred by the Company to the Investor Education and Protection Fund (IEPF), on the dates specified against the year:

i.
ii.
iii.
iv.
v.
March 31, 2019
March 31, 2020
March 31, 2021
March 31, 2022
March 31, 2023
October 21, 2026
November 1, 2027
October 31, 2028
October 31, 2029
October 31, 2030
  1. Members are requested to intimate changes, if any, about their name, postal address, e-mail address, telephone/mobile numbers, PAN, power of attorney registration, Bank Mandate details, etc. to their Depository Participant (“DP”) in case the shares are held in electronic form and to the Registrar in case the shares are held in physical form, in prescribed Form No. ISR-1, quoting their folio number and enclosing the self- attested supporting document. Further, Members may note that SEBI has mandated the submission of PAN by every participant in the securities market.

  2. As per the provisions of Section 72 of the Act, the facility for making a nomination is available for the Members in respect of the shares held by them. Members who have not yet registered their nominations are requested to register the same by submitting Form No. SH- 13. If a Member desires to cancel the earlier nomination and record a fresh nomination, he may submit the same in Form No. SH-14. Members who are either not desiring to register for Nomination or

5

Annual Report 2023-24

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would want to opt-out, are requested to fill out and submit Form No. ISR-3. The said forms can be downloaded from the RTA’s website at https://www.skylinerta. com. Members are requested to submit the said form to their DP in case the shares are held in electronic form and to the RTA in case the share are held in physical form, quoting their folio no.

  1. The format of the Register of Members prescribed by the MCA under the Act requires the Company/ Registrars and Share Transfer Agents to record additional details of Members, including their PAN details, e-mail address, bank details for payment of dividends, etc. Form No. ISR-1 for capturing additional details is available on the Company’s website. Members holding shares in physical form are requested to submit the filled-in Form No. ISR- 1 to the RTA in physical mode. Members holding shares in electronic form are requested to submit the details to their respective DP only and not to the Company or RTA.

  2. Members holding shares in physical form, in identical order of names, in more than one folio are requested to send to the Company or RTA, the details of such folios together with the share certificates and self- attested copies of the PAN card of the holders for consolidating their holdings in one folio. A consolidated share certificate will be issued to such Members after making the requisite changes. The consolidation will be processed in demat form.

  3. During the AGM, Members may access the electronic copy of the Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Act and the Register of Contracts and Arrangements in which Directors are interested maintained under Section 189 of the Act. Members desiring inspection of statutory registers and other relevant documents may send their request in writing to the Company at investor@ pakka.com latest by Saturday, 21[st] September, 2024 (upto 3.00 p.m.).

  4. To prevent fraudulent transactions, Members are advised to exercise due diligence and notify the Company of any change in address or demise of any Member as soon as possible. Members are also advised not to leave their Demat account(s) dormant for long. Periodic statements of holdings should be obtained from the concerned Depository Participant and holdings should be verified from time to time.

  5. To support the ‘Green Initiative’, Members who have not yet registered their email addresses are requested to register the same with their DPs in case the shares are held by them in electronic form and with the Company in case the shares are held by them in physical form.

  6. Process for those members whose e-mail ids are not registered with the Depositories/the Company for procuring user id and password and registration of e-mail ids for e-voting for the resolution set out in this AGM Notice:

  7. a. Registration of email addresses with Skyline Financial Services Private Limited: The Company has made special arrangements with Skyline Financial Services Private Limited and NSDL for the registration of e-mail addresses of those Members (holding shares either in electronic or physical form) who wish to receive this Notice electronically and cast votes electronically. Eligible Members whose e-mail addresses are not registered with the Company/ DPs are required to provide the same to Skyline Financial Services Private Limited on email id [email protected] on or before 5.00 p.m. IST on Friday, 6[th] September, 2024.

    • i. The system will then confirm the e-mail address for receiving this Annual general meeting Notice.

    • ii. After the successful submission of the e-mail address, NSDL will e-mail a copy of this AGM Notice with the e-voting user ID and password. In case of any queries, Members may write to [email protected] or [email protected]

  8. b. Registration of e-mail address permanently with Company/DP : Members are requested to register the same with their concerned DPs, in respect of electronic holding and with RTA, in respect of physical holding, by submitting the Form ISR1 duly filled and signed by the holders Further, those Members who have already registered their e-mail addresses are requested to keep their e-mail addresses validated/ updated with their DPs / Skyline Financial Services Private Limited to enable servicing of notices/documents/ Annual Reports and other communications electronically to their e-mail address in the future.

  9. Alternatively, Members may send a request to [email protected] to procure user id and password for e-voting by providing a Demat account number / Folio number and a scanned copy of the Share Certificate (front and Back) or client master, or copy of the Consolidated Account statement, PAN (selfattested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card).

The Individual Shareholders holding securities in Demat mode are requested to follow the steps mentioned below in Para 38 under Step 1 (A) i.e “Login method

6

Corporate Overview Statutory Reports Financial Statements

for remote e-voting and joining the virtual meeting for Individual shareholders holding securities in Demat mode.

In terms of the SEBI circular dated December 09, 2020, on the e-voting facility provided by Listed Companies, Individual shareholders holding securities in Demat mode are allowed to vote through their Demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their Demat account to access the e-voting facility.

  1. According to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) Regulation 44 of Listing Regulations (as amended), and the MCA Circulars, the Company is providing the facility of remote e-voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with NSDL for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using a remote e-voting system as well as e-voting during the AGM will be provided by NSDL.

  2. Members of the Company holding shares either in physical form or in electronic form as of the cut-off date of Saturday, 21[st] September, 2024 may cast their vote by remote e-voting. The remote e-voting period commences on Wednesday, 25[th] September, 2024, at 9:00 a.m. (IST) and ends on Friday, 27[th] September, 2024, at 5:00 p.m. (IST). The remote e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the Member, the Member shall not be allowed to change it subsequently. The voting rights of the Members (for voting through remote e-voting before the AGM and e-voting during the AGM) shall be in proportion to their share of the paid-up equity share capital of the Company as of the cut-off date of Saturday, 21[st] September, 2024. Subject to receipt of the requisite number of votes, the Resolutions passed by remote e-voting are deemed to have been passed as if they have been passed at the AGM i.e. Saturday, 28[th] September, 2024. The Notice of the AGM indicating the instructions for the remote e-voting process can be downloaded from the NSDL’s website www.evoting.nsdl. com or the Company’s website www.pakka. com

  3. Members will be provided with the facility for voting through an electronic voting system during the video conferencing proceedings at the AGM and Members participating at the AGM, who have not already cast their vote by remote

e-voting, will be eligible to exercise their right to vote during such proceedings of the AGM. Members who have cast their vote by remote e-voting prior to the AGM will also be eligible to participate at the AGM but shall not be entitled to cast their vote again on such resolutions for which the Member has already cast the vote through remote e-voting.

  1. A person whose name is recorded in the Register of Members or the Register of Beneficial Owners maintained by the depositories as on the cut-off date i.e. Saturday, 21[st] September, 2024, shall be entitled to avail of the facility of remote e-voting before the AGM as well as e-voting during the AGM. Any person holding shares in physical form and non- individual shareholders, who acquire shares of the Company and becomes a Member of the Company after the dispatch of this Notice and holding shares as on the cut-off date, i.e. Saturday, 21[st] September, 2024, may obtain the User ID and password by sending a request along with the requisite documents as mentioned in para 21 above, at [email protected]

  2. The Members who are present during the AGM through VC/OAVM and have not cast their votes through remote e-voting, would be allowed to cast their vote during the AGM through e-voting.

  3. The Board of Directors has appointed Mr. Amit Gupta, Practicing Company Secretary (Membership No. FCS 5478 & CP No. 4682) as the Scrutinizer to scrutinize the remote e-voting process before the AGM as well as e-voting process during the AGM fairly and transparently.

  4. The Scrutinizer shall, immediately after the conclusion of voting at the AGM, unblock the votes cast through e-voting (i.e. votes cast during the AGM and votes cast through remote e-voting) and will submit a consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, to the Chairman or any other person authorized by him in writing, who shall countersign the same. The results will be announced not later than 2 working days from the conclusion of the AGM. The result declared along with the Scrutinizer’s Report shall be forwarded to National Stock Exchange of India Limited and BSE Limited, where the shares of the Company are listed. The results along with the Scrutinizer’s Report shall also be placed on the website of NSDL and will also be displayed on the Company’s website at https://www.pakka.com.

Members seeking any information with regard to the financial statements or any matter to be placed at the AGM, are requested to write to the Company on or before Saturday, 21[st] August, 2024 through e-mail on [email protected]. The same will be replied by the Company suitably.

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Annual Report 2023-24

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  1. Members who would like to express their views/ ask questions as a speaker at the Meeting may pre- register themselves by sending a request from their registered email address mentioning their names, DP ID and Client ID/folio number, PAN, and mobile number at [email protected] between Saturday, 21[st] September, 2024 (9.00 a.m. IST) and Thursday, 26[th] September, 2024 (5.00 p.m. IST). Only those Members who have pre-registered themselves as a speaker on the dedicated email id [email protected] will be allowed to express their views/ask questions during the AGM.

When a pre-registered speaker is invited to speak at the meeting, but he / she does not respond, the next speaker will be invited to speak. Accordingly, all speakers are requested to get connected to a device with a video/ camera along with good Internet speed. The Company reserves the right to restrict the number of questions and number of speakers, as appropriate, for smooth conduct of the AGM.

  1. THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING, VOTING DURING THE MEETING, AND JOINING THE ANNUAL GENERAL MEETING ARE AS UNDER :

The remote e-voting period begins on Wednesday, 26[th] September, 2024, at 9:00 a.m. (IST) and ends on Friday, 28[th] September, 2024, at 5:00 p.m. (IST). The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members whose names appear in the Register of Members / Beneficial Owners as on the cut-off date i.e. Saturday, 21[st] September, 2024 may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as of the cut-off date i.e., Saturday, 21[st] September, 2024.

The details of the process and manner for remote e-voting are explained herein below: Process to vote electronically using NSDL e-Voting system:

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below :

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for individual shareholders holding securities in demat mode is given below.

Type of shareholders Login Method
Individual Shareholders holding
securities in demat mode with
NSDL.
i.
ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer
or on a mobile. On the e-Services home page click on the“Benefcial Owner” icon under “Login” which is available under
‘IDeAS’ section, this will prompt you to enter your existing User ID and Password. Afer successful authentication, you will be
able to see e-Voting services under Value added services. Click on“Access to e-Voting”under e-Voting services and you will
be able to see e-Voting page. Click on company name ore-Voting service provideri.e. NSDL and you will be re-directed to
e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during
the meeting.
ii.
If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select“Register
Online for IDeAS Portal”or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

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Corporate Overview Statutory Reports Financial Statements

Type of shareholders Login Method
Individual Shareholders holding
securities in demat mode with
NSDL.
Individual Shareholders holding
securities in demat mode
with CDSL
iii.
Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on
a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is
available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen
digit demat account number hold with NSDL), Password/OTP and a Verifcation Code as shown on the screen. Afer successful
authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or
e-Voting service provideri.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the
remote e-Voting period or joining virtual meeting & voting during the meeting.
iv.
Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned
below for seamless voting experience.
1.
Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available
to reach e-Voting page without any further authentication. The users to login Easi /Easiest are requested to visit CDSL website www.
cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.
2.
Afer successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting
is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting
page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting &
voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so
that the user can visit the e-Voting service providers’ website directly.
3.
If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on
login & New System Myeasi Tab and then click on registration option.
4.
Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting
link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile &
Email as recorded in the Demat Account. Afer successful authentication, user will be able to see the e-Voting option where
the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

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Annual Report 2023-24

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Type of shareholders Login Method
Individual Shareholders
(holding securities in demat
mode) login through their
depository participants
You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/
CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected
to NSDL/CDSL Depository site afer successful authentication, wherein you can see e-Voting feature. Click on company name or
e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote
e-Voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type Helpdesk details
Individual Shareholders holding
securities in demat mode with NSDL
Individual Shareholders holding
securities in demat mode with CDSL
Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at
022 - 4886 7000
Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.
com or contact at toll free no. 1800-21-09911

B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

  • i) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

  • ii) Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

  • iii) A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

  • iv) Your User ID details are given below :
Manner of holding shares i.e.
Demat (NSDL or CDSL) or Physical
Helpdesk details
a) For Members who hold shares
in demat account with NSDL.
b) For Members who hold shares
in demat account with CDSL.
c) For Members holding shares in
Physical Form.
8 Character DP ID followed by 8 Digit Client ID
For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
16 Digit Benefciary ID
For example if your Benefciary ID is 12
** then your user ID is 12**
EVEN Number followed by Folio Number registered with the company
For example if folio number is 001
and EVEN is 101456 then user ID is 101456001**

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Corporate Overview Statutory Reports Financial Statements

  • v) Password details for shareholders other than Individual shareholders are given below:

  • a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

  • b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

  • c) How to retrieve your ‘initial password’?

    • (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

    • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.

  • vi) If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

  • a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www. evoting.nsdl.com.

  • b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

  • c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

  • d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

viii) Now, you will have to click on “Login” button.

ix) After you click on the “Login” button, Home page of e-Voting will open.

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

How to cast your vote electronically and join General Meeting on NSDL e-Voting system?

  1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.

  2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join Meeting”.

  3. Now you are ready for e-Voting as the Voting page opens.

  4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/ modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

  5. Upon confirmation, the message “Vote cast successfully” will be displayed.

  6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

  7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

  1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to evoting@nsdl. com. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on “Upload Board Resolution / Authority Letter” displayed under “e-Voting” tab in their login.

  2. vii) After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

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Annual Report 2023-24

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  1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

  2. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on.: 022 - 4886 7000 or send a request to Mr. Kaushal Kumar at [email protected]

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :

  1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to [email protected].

  2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to investor@ pakka.com. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.

  3. Alternatively, shareholder/members may send a request to evoting@nsdl. com for procuring user id and password for e-voting by providing above mentioned documents.

  4. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS UNDER: -

  1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.

  2. Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.

  3. Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.

  4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/ OAVM ARE AS UNDER:

  1. Member will be provided with a facility to attend the AGM through VC/ OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of “VC/OAVM” placed under “Join meeting” menu against company name. You are requested to click on VC/ OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.

  2. Members are encouraged to join the Meeting through Laptops for better experience.

  3. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

  4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/ Video loss due to Fluctuation in their respective network. It is therefore

12

Corporate Overview Statutory Reports Financial Statements

recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

  1. Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at [email protected]. The same will be replied by the company suitably.

  2. THE INSTRUCTIONS FOR MEMBERS FOR E-VOTING ON THE DAY OF THE AGM ARE AS UNDER:

  3. The procedure for e-voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.

  4. Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system in the AGM.

  5. Members who have voted through remote e-voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.

  6. The details of the person who may be contacted for any grievances connected with the facility for e-voting on the day of the AGM shall be the same person mentioned for remote e-voting.

  7. INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/ OAVM ARE AS UNDER:

  8. a. Member will be provided with a facility to attend the EGM/AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of “VC/OAVM” placed under “Join meeting” menu against company name. You are requested to click on VC/ OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.

  9. b. Members are encouraged to join the Meeting through Laptops for better experience.

  10. c. Members who need assistance before or during the meeting, can contact NSDL on [email protected] or contact at 022-4886 7000

  11. d. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/ Video loss due to fluctuation in their respective networks. It is therefore recommended to use stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

By Order of the Board of Directors, for Pakka Limited

Place: Ayodhya Date: 10.08.2024

Sachin Kumar Srivastava Company Secretary & Head Legal FCS No.: 11111

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Annual Report 2023-24

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PURSUANT TO REGULATIONS 36 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND CALUSE 1.2.5 OF THE SECRETARIAL STANDARDS – 2, THE DETAILS OF THE DIRECTOR PROPOSED TO BE RE-APPOINTED / APPOINTED AT THE ENSUING FORTY FOURTH ANNUAL GENERAL MEETING ARE GIVEN BELOW :

Sr.
No.
Particulars Mr. Jagdeep Hira Mrs. Manjula Jhunjhunwala
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
Category / Designation
Director Identifcation Number (DIN)
Age
Date of Birth
Original Date of Appointment
Qualifcations
Occupation
Directorship in other Companies
Chairmanship / Membership of
Committees in other Companies

Number of Equity Shares held in
the Company
Number of Equity Shares held directly
in the Company or for any other
person on a benefcial basis
Relationship between Directors
inter-se; with other Directors and Key
Managerial Personnel of the Company
Terms and conditions of appointment
or re-appointment
Remuneration last draw (in FY 2023-
24), if applicable
Remuneration proposed to be paid
Managing Director
07639849
52 years
17-01-1972
22-10-2016
Bachelor of Engineering
Service
-
NIL
NIL
NIL
NIL
Appointed as Managing Director for 3 years on retire by
rotational basis.
H247.89 Lakhs
As per Special Resolution passed in the 43rdAGM held on
29thSeptember, 2023.
Non-Executive Director, Promoter
00192901
72 years
19.03.1952
17.06.1981
B.A. (Hons.), B.Ed.
Educationist
1.
Yash Agro Products Limited
2.
Pakka Impact Limited
N.A.
5,56,743 equity shares
NIL
1.
Mr. Ved Krishna
2. Mrs. Kimberly Ann McArthur
Appointed as Direct retire by rotation.
H13.96 Lakhs
Mrs. Manjula Jhunjhunwala is a Non-Executive Director
of the Company and is paid sitting feesH50,000/- for
attending each meeting of Board,H30,000/- for Committee
of Board and pension ofH1,00,000/- per month currently or
as approved by the Board of Directors from time to time.

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Corporate Overview Statutory Reports Financial Statements

Sr.
No.
Particulars Mr. Jagdeep Hira Mrs. Manjula Jhunjhunwala
16.
17.
18.
Number of Meetings of the Board
attended during the year
Justifcation for choosing the
appointees for appointment / re-
appointment as Independent Director
Skills and capabilities required
for the role and the manner in
which the proposed person meets
such requirements
7
Considering his extensive knowledge and experiences and
that would be in the best interest of the Company and will
continue to provide relevant skill set.
Mr. Jagdeep Hira has lived and breathed paper most of his
working life. He has run all kinds of machines and developed
numerous grades of papers. He has worked in diferent kind
of companies and environments and has also had great
international exposure. He loves to build organizations
taking the team along with him. He is able to understand,
grasp resolve issues due to his deep involvement with the
process.
3
Considering her extensive knowledge, experiences and
long-term association that would be in the best interest of
the Company and will continue to provide relevant skill set.
Mrs. Manjula Jhunjhunwala is our founder Director. As our
founder Mr. K. K. Jhunjhunwala always said ‘the business
is here because of her. She sold her jewellery to provide
the seed capital to her husband to establish the business.
Mrs. Manjula Jhunjhunwala is a revered educationist and
philanthropist. She has built a great name in the feld of
early education through Jingle Bells Nursery Schools
Society. Her passion is to build a better nation for the future
generations and works tirelessly towards the same.

By Order of the Board of Directors, for Pakka Limited

Place: Ayodhya Date: 10.08.2024

Sachin Kumar Srivastava Company Secretary & Legal Head FCS No.: 11111

15