Pakka Limited ’s Board of Directors approved the issuance of secured, redeemable, non-convertible debentures (NCDs) aggregating up to INR 540 crores on a private placement basis. The decision, taken at a meeting held on 26th May 2026, aims to refinance existing term loan facilities through structured financing arrangements. The board also approved the voluntary withdrawal of existing CARE credit ratings as part of a broader financial restructuring and liability optimization strategy.

NCD Issuance Structure

The proposed NCD issuance is divided into two series: a Junior Series and a Senior Series. The instruments are unlisted, unrated, and secured, issued to eligible investors under the Companies Act, 2013. The table below summarises the key parameters:

Allotment for each tranche shall be made within 3 days of receipt of funds in the respective tranche, as per the debenture documents.

Security and Transaction Documents

The board approved the creation of a comprehensive security package in favour of a Security Trustee. This includes an equitable mortgage of immovable properties and a hypothecation over movable fixed and non-current assets related to the New Project and the Project. Additionally, a charge is placed over all current assets, including receivables and investments, as well as insurance contracts and proceeds. The security framework also encompasses a pledge over Pledged Securities of the Issuer and Pledged Securities of Yash Agro Products Limited.

Definitive agreements and transaction documents approved by the board include the Debenture Trust Deed, Deed of Hypothecation, Escrow Agreement, Debenture Subscription Agreement, Security Trustee Agreement, and Disclosure Document/Information Memorandum.

Voluntary Withdrawal of CARE Ratings

The board noted that the company's existing credit facilities are currently rated 'CARE BBB-' (Long Term) and 'CARE A3' (Short Term) by CARE Ratings Limited. Following the proposed refinancing and repayment or prepayment of the existing rated facilities, the board approved the voluntary withdrawal of these credit ratings. This action is subject to the completion of the NCD transaction and receipt of necessary approvals or no-objections from existing lenders and CARE Ratings Limited.

The board authorized Mr. Ved Krishna, Managing Director (Promoter), Mr. Gautam Ghosh, Executive Director, Mrs. Manjula Jhunjhunwala, Director (Promoter), and other officials to finalize terms, execute documents, and handle necessary compliances.

Pakka Limited has filed a disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, providing a detailed bifurcation of the project cost and components of its ongoing "Jagriti Project." The disclosure, signed by Company Secretary & Legal Head Sachin Kumar Srivastava and dated May 12, 2026, was submitted to both the National Stock Exchange of India Limited and BSE Limited to ensure enhanced transparency to shareholders and stakeholders. This follows earlier disclosures made by the company in respect of the Jagriti Project, including a corrigendum to the notice of its Extraordinary General Meeting (EGM) scheduled for May 5, 2026.

Jagriti Project: Scope and Components

The Jagriti Project refers to Pakka Limited's ongoing capital expenditure programme at its existing manufacturing facility, aimed at capacity expansion, upgradation of existing facilities, and strengthening of integrated operations. The project is being implemented at the company's existing manufacturing location and constitutes a composite project involving capacity expansion as well as technological upgradation and backward integration. The key components of the Jagriti Project include:

• Installation of a new paper machine (PM-4) for the manufacture of paper and packaging products
• Upgradation and debottlenecking of existing paper machine(s), including PM-3
• Expansion and modernization of pulp mill and allied processing facilities
• Installation of captive power generation facilities along with associated utilities
• Development of chemical recovery, evaporation and related process systems
• Upgradation of effluent treatment plant (ETP), utilities and other supporting infrastructure

Detailed Cost Bifurcation

The total revised cost of the Jagriti Project is INR 744.00 crore, based on a revised Techno-Economic Viability (TEV) assessment reflecting the updated project configuration, including cost escalations on account of design changes, time overrun, and foreign exchange fluctuations. The following table presents the phase-wise cost bifurcation:

The bulk of the capital expenditure is concentrated in Phase II, which accounts for INR 644.53 crore of the total project cost, primarily driven by Plant & Machinery investments of INR 470.19 crore in that phase.

Phase-Wise Implementation Timelines

The Jagriti Project is being implemented in three phases, with tentative timelines for phase-wise completion as follows:

Certain components, including the upgradation of existing facilities, have already been completed or commissioned, while the balance components are under various stages of implementation.

Utilisation of Preferential Issue Proceeds

The proceeds of the preferential issue are proposed to be utilised towards funding the capital expenditure requirements of the Jagriti Project in line with the above scope and phases. The total estimated amount proposed to be utilised is Rs. 1,29,91,00,000, as detailed below:

Regulatory Compliance and Availability

The disclosure was made in compliance with Regulation 30 of SEBI (LODR) Regulations, 2015 for the information of shareholders and stakeholders at large. The equity shares of the company are frequently traded on the stock exchanges in terms of Regulation 164 of the SEBI (ICDR) Regulations, 2018. The information is also available on the company's website at www.pakka.com , as well as on the websites of BSE Limited and the National Stock Exchange of India Limited.