Prataap Snacks Ltd

To the Members,

Your Board of Directors ('Board') is pleased to present the 15^th Board's Report of Prataap Snacks Limited ('Prataap' or 'Company') for the financial year ended 31^st March, 2024.

FINANCIAL HIGHLIGHTS AND STATE OF COMPANY'S AFFAIRS

In the backdrop of a challenging macro environment and continued inflationary pressures impacting consumption trends, the revenue from operations of the Company decreased to ' 1,61,793.12 lakhs compared to ' 1,65,293.22 lakhs in the previous year, registering a decline of 2.12% majorly due to subdued demand and severe competition by small players gaining market shares. The Company reported its highest ever annual EBITDA of ' 14,099.09 lakhs in financial year 2023-24. Net profit after tax increased to ' 5,312.26 lakhs compared to ' 2,031.18 lakhs in the previous year, primarily due to process improvement, optimization in certain cost and reduction in few key raw material pricing. The financial performance of the Company is as under:

(' in lakhs)

*Loss by fire at one of Company's co-manufacturing plant in Kolkata.

The Company had formulated an Employee Stock Purchase Plan ('ESPP') where the Company granted loan to employees through a separate Trust called Prataap Snacks Employees Welfare Trust ('Trust') for providing monetary assistance to the employees for acquisition of shares granted under the ESPP plan. Till 31^st March, 2023, the Trust was identified as a subsidiary. In the standalone financial statements, the Company had adopted the policy of considering the trust as a legal entity separate from the Company and therefore, was not consolidating the Trust in the standalone financial statements. The Company recognized the loan given to the Trust as financial asset and tested it for impairment on a periodic basis in accordance with the requirements of applicable accounting standards. However, given that the Trust was identified as a subsidiary, in the consolidated financial statements of the Company, the Trust was consolidated for the purpose of consolidated financial statements and consequently, the related

loan to trust (including interest) appearing in the standalone financial statements of the Company was eliminated.

During the year under review, the Company changed its accounting policy to consolidate the Trust in the financial statements to reflect a more appropriate presentation of the activity of the Trust in the financial statements as the Trust carried out activities for benefit of employees of the Company. Consequently, in the financial statements the loan given to the Trust (including interest) is eliminated.

The Company has given effect to the change in accounting policy in financial statements by restating the comparative information for the preceding period in accordance with the requirements of applicable standards for change in accounting policy.

During the year under review, your Company has commenced the production in its Jammu and new Rajkot unit, which will enhance our local distribution reach and product range respectively.

The Company has undertaken / taking various steps to improve profitability. The key steps include expanding distribution network while optimizing costs and product composition to improve operating margins, enhancing Company's presence in modern trade which will complement Company's pan India presence in traditional distribution channels.

Your company has initiated a series of operational and strategic efforts aimed at enhancing its market position. The strategy involves driving sales and growing market share by tapping into underexploited markets and increasing penetration in established ones. Further, as revenue grows, the Company will gain from increased operating leverage, boosting overall financial performance.

RESTATEMENT OF FINANCIAL STATEMENTS

The Company had formulated an Employee Stock Purchase Plan ('ESPP') where the Company granted loan to employees through a separate Trust called Prataap Snacks Employees Welfare Trust ("Trust") for providing monetary assistance to the employees for acquisition of shares granted under the ESPP plan. Till 31^st March, 2023, the Trust was identified as a subsidiary. In the standalone financial statements, the Company had adopted the policy of considering the trust as a legal entity separate from the Company and therefore, was not consolidating the Trust in the standalone financial statements. The Company recognized the loan given to the Trust as financial asset and tested it for impairment on a periodic basis in accordance with the requirements of applicable accounting standards. However, given that the Trust was identified as a subsidiary, in the consolidated financial statements of the Company, the Trust was consolidated for the purpose of consolidated financial statements and consequently, the related loan to trust (including interest) appearing in the standalone financial statements of the Company was eliminated.

During the year under review, the Company changed its accounting policy to consolidate the Trust in the financial statements to reflect a more appropriate presentation of the activity of the Trust in the financial statements as the Trust carried out activities for benefit of employees of the Company. Consequently, in the financial statements the loan given to the Trust (including interest) is eliminated.

The Company has given effect to the change in accounting policy in financial statements by restating the comparative information for the preceding period in accordance with the requirements of applicable standards for change in accounting policy. The details of the same is provided in note no. 50 of the notes to the financial statements.

DIVIDEND

After considering the Company's profitability, cash flow and overall financial performance, the Board of Directors of the Company is pleased to recommend a dividend of ' 2.00/- per equity share of ' 5.00/- each (i.e. 40%) for the financial year ended 31^st March, 2024. Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Dividend Distribution Policy of the Company has been disclosed on the website of the Company and the web link of the same is https://www.yellowdiamond.in/wp-content/ uploads/2018/05/Dividend-Distribution-Policy-31^st-May.pdf.

RESERVES

For the financial year ended 31^st March, 2024, no amount has been proposed to carry to General Reserve. However, ' 5,312.26 lakhs has been taken to surplus in the Statement of profit and loss.

SHARE CAPITAL

During the year under review, there is no change in the authorised share capital of the Company. However, the Board of Directors of your Company in its Meeting held on 13^th April, 2023 has allotted 4,06,556 equity shares of ' 5/- each as fully paid up to the shareholders of Avadh Snacks Private Limited (Transferor Company 1) (except the Transferee Company/Company) pursuant to Scheme of Amalgamation of Avadh Snacks Private Limited (Transferor Company 1) and Red Rotopack Private Limited (Transferor Company 2) with Prataap Snacks Limited (Transferee Company) and their respective shareholders and creditors. Further, the Board of Directors in its Meeting held on 6^th February, 2024 has allotted 13,833 equity shares of ' 5/- each as fully paid up upon exercise of Employees Stock Appreciation Rights ("ESARs") by eligible employees of the Company in accordance with the Prataap Employees Stock Appreciation Rights Plan 2018 ("ESARP 2018"/ "Plan"). Accordingly, the issued, subscribed and paid-up equity share capital of the Company stands increased from ' 1,172.65 lakhs to ' 1,193.67 lakhs.

As on 31^st March, 2024, the authorised share capital is ' 2,675.00 lakhs and issued, subscribed and paid-up equity share capital is ' 1,193.67 lakhs.

EMPLOYEE STOCK APPRECIATION RIGHTS (ESAR) PLAN

The Company has framed Prataap Employees Stock Appreciation Rights Plan 2018 ("ESARP 2018") pursuant to the applicable provisions of the Companies Act, 2013 and the Rules made thereunder and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. During the year under review, the Company has granted 4,927 Employee Stock Appreciation Rights (ESARs) to the eligible employees. There was no change in the ESARP 2018 during the year under review except that the

Nomination and Remuneration Committee in its Meeting held on 2^nd August, 2023 increased the exercise period of 3,47,000 ESARs granted on 9^th August, 2019 under ESARP 2018 by two (2) years for first two vestings i.e. upto 8^th August, 2025 and 8^th August, 2026 respectively. The disclosure pursuant to Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and Section 62(1)(b) of the Companies Act, 2013 read with Rule 12(9) of the Companies (Share Capital And Debentures) Rules, 2014 is given in Annexure-I, which is annexed hereto and forms part of the Board's Report and also disclosed on the website of the Company and can be accessed at https://www.yellowdiamond.in/wp-content/uploads/2024/08/ Disclosure-of-ESARs-31.03.2024.pdf.

The ESARP 2018 is in compliance with applicable provisions of the Companies Act, 2013 and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

DEPOSITS

During the year under review, your Company has not accepted any public deposits within the meaning of Section(s) 73 to 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

CORPORATE GOVERNANCE

Pursuant to Regulation 34 read with Para B and C of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis, Report on Corporate Governance and Practicing Company Secretary's certificate regarding the compliance of conditions of Corporate Governance and Business Responsibility and Sustainability Report form part of Annual Report 2023-24 ("Annual Report").

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted the Corporate Social Responsibility Committee in accordance with Section 135 of the Companies Act, 2013, the details of which have been provided in the Corporate Governance Report forming part of the Annual Report. The Annual Report on CSR activities as required to be given under Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been provided in Annexure-II which is annexed hereto and forms part of the Board's Report. The Company has adopted and amended its Corporate Social Responsibility Policy (CSR Policy) in line with the provisions of Section 135 of the Companies Act, 2013 and Rules made thereunder, as applicable, from time to time. The CSR Policy deals with objectives, scope/ areas of CSR activities, implementation and monitoring of CSR activities, CSR budget, reporting, disclosures etc. The same is uploaded and available on the website of the Company and the weblink of the same is https://www.yellowdiamond.in/ wp-content/uploads/2021/06/CSR-Policy-Prataap-Snacks-1.pdf.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) of the Companies Act, 2013, your Board of Directors confirm the following:

(a) in the preparation of the annual financial statements for the year ended 31^st March, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013, have been followed alongwith proper explanation relating to material departures, if any;

(b) the Directors had selected such accounting policies and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2024 and the profit and loss of the Company for the year ended on that date;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts have been prepared on a going concern basis;

(e) proper internal financial controls to be followed by the Company were laid down and such internal financial controls are adequate and were operating effectively; and

(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

RISK MANAGEMENT AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company's financial, operational and compliance controls are embedded in the business processes. Additionally, the Risk Management Committee and the Board of Directors assess the implementation of risk management and risk mitigation measures through their review of potential risks which could impact the operations. This includes an additional oversight in the area of financial risks and controls besides inherent risks associated with the products dealt with by the Company. The major risks identified are systematically addressed through mitigating actions on a continual basis.

The Risk Management Committee is entrusted with the responsibility to assist the Board in overseeing and recommending/approving the Company's Enterprise Risk Management (ERM) Policy.

The purpose of the ERM Policy is to institutionalise a formal risk management function and framework in the Company for identifying, assessing, monitoring and managing its business risk including any material changes to its risk profile.

In addition, the policies and procedures have been designed to ensure the safeguarding of the Company's assets; prevention and detection of frauds and errors; accuracy and completeness of the accounting records; and timely preparation of reliable financial information.

Your Company's system and process relating to internal controls and procedures for financial reporting provide a reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with applicable Indian Accounting Standards, the Companies Act, 2013 and Rules made thereunder and all other applicable regulatory/ statutory guidelines etc.

Your Company's internal control systems are supplemented by an extensive program of internal audit by an independent firm of Chartered Accountants. Internal audit is conducted at regular intervals and a summary of the observations and recommendations of such audit alongwith management reply are placed before the Audit Committee of the Board.

HUMAN RESOURCE

Your Company follows a policy of building strong team of talented professionals. Your Company continues to build on its human resource capabilities by hiring the right talent, who support different functions and takes effective steps to retain such talent. People remain the most valuable asset of your Company and it has built an open, transparent and meritocratic culture to nurture this asset.

Your Company's human resource commensurate with its size, nature and operations. The Company's Industrial Relations remained cordial and harmonious throughout the year.

DIRECTORS

During the year under review, Mr. Bharat Singh (DIN: 08222884), Non-Executive, Nominee Director has resigned from the Board of Directors of the Company with effect from 20^th March, 2024.

Mr. V.T. Bharadwaj (DIN: 02918495) has completed his first term of five (5) consecutive years as an Independent Director of the Company on 30^th June, 2024. Considering his knowledge, expertise in the areas of management, investments, corporate governance and other discipline related to Company's business, experience of Food & Beverages industry, performance evaluation and the contribution made by him during his tenure as an Independent Director, the Nomination and Remuneration Committee and the Board of Directors of the Company in its Meeting held on 20^th May, 2024 recommended his re-appointment as an Independent Director of the Company, not liable to retire by rotation, for a second term of five (5) consecutive years with effect from 1^st July, 2024 to 30^th June, 2029. Subsequently, the members of the Company by way of special resolution passed through Postal Ballot on 28^th June, 2024, approved the re-appointment of Mr. V.T. Bharadwaj as an Independent Director of the Company, not liable to retire by rotation, for a second term of five (5) consecutive years with effect from 1^st July, 2024 to 30^th June, 2029.

Further, pursuant to the provisions of Section 149,152 and 161 of the Companies Act, 2013 read with Rules framed thereunder, Articles of Association of the Company, Regulation 17 and 25(2A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and based on recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company by way of circular resolution passed on 2^nd July, 2024 approved and recommended the appointment of Mrs. Venu Vashista (DIN: 09006358) as an Additional Director (Non - Executive, Independent Director) on the Board of Directors of the Company, for a first term of five (5) consecutive years with effect from 3^rd July, 2024 to 2^nd July, 2029, not liable to retire by rotation and shall hold the office as an Additional Director up to the date of the ensuing 15^th Annual General Meeting of the Company, for consideration and approval of the members of the Company at the ensuing 15^th Annual General Meeting of the Company.

Mrs. Anisha Motwani (DIN: 06943493), Independent Director of the Company, has completed her second term of five (5) consecutive years with a Company on 4^th July, 2024. Accordingly, she ceased to be the Director of the Company with effect from 4^th July, 2024. The Board of Directors placed on record its appreciation for the extensive contribution made by Mrs. Anisha Motwani during her tenure on the Board of the Company.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company's Articles of Association, Mr. Apoorva Kumat (DIN: 02630764), Director will retire by rotation at the ensuing 15^th Annual General Meeting and being eligible, has offered himself for re-appointment as a Director of the Company. The Board recommends his re-appointment for the consideration of the members of the Company at the ensuing 15^th Annual General Meeting of the Company.

The brief resume and other information/details of Directors seeking appointment/re-appointment as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 1.2.5 of the Secretarial Standard on General Meetings (SS-2) is given in the Notice of the ensuing 15^th Annual General Meeting, which forms part of the Annual Report.

KEY MANAGERIAL PERSONNEL

During the year under review, Mr. Om Prakash Pandey has resigned from the position of Company Secretary and Compliance Officer of the Company with effect from 21^st October, 2023.

Further, based on the recommendation of Nomination and Remuneration Committee, the Board of Directors in its Meeting held on 18^th January, 2024 has appointed Mr. Parag Gupta (ACS: 50725) as the Company Secretary and Compliance Officer of the Company with effect from 18^th January, 2024.

Mr. Arvind Mehta, Chairman and Executive Director, Mr. Amit Kumat, Managing Director and Chief Executive Officer, Mr. Apoorva Kumat, Executive Director (Operations), Mr. Sumit Sharma, Chief Financial Officer and Mr. Parag Gupta, Company Secretary and Compliance Officer are the key managerial personnel of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors of your Company have individually given a declaration pursuant to Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 affirming compliance to the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Rules made thereunder and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Based on the declarations received from the Independent Directors, the Board of Directors recorded its opinion that all the Independent Directors are independent of the management and have fulfilled the conditions as specified under the governing provisions of the Companies Act, 2013, Rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

MEETINGS OF BOARD AND COMPOSITION OF COMMITTEES

During the year ended 31^st March, 2024, six (6) Board meetings were held on 13^th April, 2023, 26^th May, 2023, 02^nd August, 2023, 02^nd November, 2023, 18^th January, 2024 and 06^th February, 2024.

As required under Section 177(8) read with Section 134(3) of the Companies Act, 2013 and the Rules made thereunder, the composition and meetings of the Audit Committee are in line with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, details of which alongwith composition, number of meetings of all other Board Committees held during the year under review and attendance at the meetings are provided in the Report on Corporate Governance, which forms part of the Annual Report. During the year under review, all the recommendations of the Audit Committee were accepted by the Board of Directors.

PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

Pursuant to the provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Guidance Note on Board evaluation issued by SEBI and the evaluation criteria framed by the Nomination and Remuneration Committee, the Board of Directors of your Company carried out a formal annual evaluation of its own performance and of its committees and individual directors. The process was conducted by allowing the Board to engage in candid discussions with each Director with the underlying objective of taking best possible decisions in the interest of the Company and its stakeholders. The Directors were individually evaluated through a structured questionnaire to ascertain feedback on parameters which, inter alia, comprised of level of engagement, their contribution to strategic planning and other criteria based on performance and personal attributes of the Directors. During the process of evaluation, the performance of the Board was evaluated by the Board after seeking inputs from all the Directors. The performance of the committees was evaluated by the Board after seeking inputs from the respective Committee members on the basis of the criteria such as the composition of committees, effectiveness of the committees, structure of the committees and meetings, contribution of the committees etc. The Board evaluated the performance of the individual director based on the criteria as per aforesaid Guidance Note of SEBI and evaluation criteria framed by the Nomination and Remuneration Committee. A statement regarding the form and the way in which the annual performance evaluation has been made is given in the Report on Corporate Governance, which forms part of the Annual Report.

SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION

The Board of Directors in consonance with the recommendation of Nomination and Remuneration Committee has adopted a Nomination and Remuneration Policy, which, inter alia, deals with the criteria for identification of members of the Board of Directors and selection/appointment of the Key Managerial Personnel/Senior Management Personnel of the Company and their remuneration. The Nomination and Remuneration Committee recommends appointment of Directors based on their qualifications, expertise, positive attributes and independence in accordance with prescribed provisions of the Companies Act, 2013 and Rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Nomination and Remuneration Committee, in addition to ensure diversity, also considers the impact the appointee would have on Board's balance of professional experience, background, view-points, skills and areas of expertise.

The Nomination and Remuneration Policy of the Company has been amended from time to time in line with applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the year under review, the Board of Directors in its meeting held on 13^th April, 2023 has amended the Nomination and Remuneration Policy in line with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended by SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2023. The salient features of the Nomination and Remuneration Policy are stated in the Report on Corporate Governance, which forms part of the Annual Report. The Nomination and Remuneration Policy is uploaded on the website of the Company and the web link of the same is https://www.yellowdiamond.in/wp-content/uploads/2021/06/ Nomination-and-Remuneration-Policy-1.pdf.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In terms of the provisions of Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism which includes formulation of the Whistle Blower Policy to bring to the Company's attention, instances of unethical behaviour, actual or suspected incidents of fraud, instances of leak of unpublished price sensitive information that could adversely impact the Company's operations, business performance and/or reputation. No employee is denied access to the Vigilance Officer as well as Chairman of the Audit Committee. The Policy provides that the Company investigates such incidents, when reported, in an impartial manner and takes appropriate action to ensure that requisite standards of professional and ethical conduct are always upheld. The policy is available on the website of the Company and the web link of the same is https://www.yellowdiamond.in/wp-content/uploads/2021/06/ Vigil-MechanismWhistle-Blower-Policy.pdf.

AUDITOR

In terms of provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, B S R & Co. LLP, Chartered Accountants (Registration No. 101248W/W-100022), was appointed as Auditor of your Company to hold office for a consecutive period of five (5) years until the conclusion of 17^th Annual General Meeting of the Company.

AUDITOR'S REPORT

The Auditor's Report on the financial statements of the Company forms part of the Annual Report. During the year under review, the Auditor have not reported any matter under Section 143(12) of the Companies Act, 2013, therefore, no detail is required to be disclosed pursuant to Section 134(3)(ca) of the Companies Act, 2013. However, there is following remark under 'Report

on other legal and regulatory requirements' section in terms of the Companies (Auditor's Report) Order, 2020 (CARO) in the Auditor's Report on the Financial Statements:

i. The amounts deducted / accrued in the books of account in respect of undisputed statutory dues including Goods and Service Tax, Provident Fund, Employees State Insurance, Income-Tax, Cess and other statutory dues have generally been regularly deposited with the appropriate authorities, though there have been slight delays in a few cases of Provident Fund, Employee State Insurance and Labour Welfare Fund.

Board of Directors' comments:

The slight delay in deposit of provident fund in few cases was due to mismatch of Aadhaar details and provident fund account details of such cases. Further, the delay in Employee State Insurance deposit was due to ESIC portal failing to function while delay in Labour Welfare Fund deposit was due to technical issues on Labour Welfare website.

Apart from the above, there are no other remark or qualification or adverse clause in the Auditor's Report, which calls for any comment or explanation.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Ritesh Gupta & Co., Company Secretaries in practice was appointed to undertake the secretarial audit of the Company for the financial year ended 31^st March, 2024. The Report of the Secretarial Auditor for the financial year ended 31^st March, 2024 is given in Annexure-III, which is annexed hereto and forms part of the Board's Report. There are no qualification or observation or adverse remark in the Secretarial Audit Report except the following:

i. The prior approval of Audit Committee has taken for all related party transactions except for transactions with three related parties, which subsequently approved / ratified by the Audit Committee in its Meeting held on 20^th May, 2024.

Board of Directors' comments:

The prior approval of Audit Committee has taken for all related party transactions in terms with provisions of Section 177 of the Companies Act, 2013 read with Rules made thereunder and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 except for transactions with three related parties. The same was due to oversight. The transactions with said related parties were entered on arm's length basis and in ordinary course of business and accordingly, the transactions with said related parties have subsequently approved / ratified by the Audit Committee in its Meeting held on 20^th May, 2024.

INTERNAL AUDITOR

M/s. Grant Thornton Bharat LLP, Chartered Accountants is the Internal Auditor of the Company.

COST AUDITOR

The provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014 are not applicable to the Company. Hence, the maintenance of the cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 is not required and accordingly such accounts and records are not made and maintained. The Company has not appointed any Cost Auditor during the year under review.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, your Company has complied with Secretarial Standard on Meetings of the Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions entered into by the Company during the year under review were on arm's length basis and in the ordinary course of business. Further, during the year under review, no material related party transactions were entered into by the Company. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is not applicable. During the year under review, all related party transactions were placed in the Audit Committee meeting for approval except for transactions with three related parties. The same was due to oversight. The transactions with said related parties were entered on arm's length basis and in ordinary course of business and accordingly, the transactions with said related parties have subsequently approved/ratified by the Audit Committee in its meeting held on 20^th May, 2024. Further, prior omnibus approval of the Audit Committee has obtained on an annual basis, for a financial year, for the transactions, which are of foreseen and repetitive in nature. The statement giving details of related party transactions entered into pursuant to the omnibus approval were placed before the Audit Committee for its review. Details of related party transactions are provided in the financial statements and hence not repeated herein for the sake of brevity.

The Company has formulated a Policy on materiality of related party transactions and dealing with related party transactions, which is available on the website of the Company and can be accessed through web link https://www.yellowdiamond. in/wp-content/uploads/2018/01/Policy-on-Materiality-of- Related-Party-Transactions-and-on-Dealing-with-Related- Party-Transactions-1.pdf.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE

As on 31^st March, 2024, your Company does not have any subsidiary, associate or joint venture.

LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments pursuant to Section 186 of the Companies Act, 2013 have been disclosed in the financial statements and hence not repeated herein for the sake of brevity.

DISCLOSURE OF RATIO OF REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL ETC.

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 statement of disclosure of remuneration and such other details as prescribed therein is given in Annexure-IV, which is annexed hereto and forms part of the Board's Report.

PARTICULARS OF EMPLOYEES

The statement of particulars of employees pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure-IV, which is annexed hereto and forms part of the Board's Report.

ANNUAL RETURN

In compliance with the provisions of Section 92 of the Companies Act, 2013, the Annual Return of the Company for the financial year ended 31^st March, 2024 has been uploaded on the website of the Company and the web link of the same is https://www.yellowdiamond.in/wp-content/uploads/2024/08/ Annual-Return-2023-24.pdf.

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

As required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, the information on conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure-V, which is annexed hereto and forms part of the Board's Report.

INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has constituted an Internal Complaints Committee pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder. During the year under review, no case was filed or reported under the said Act.

GENERAL

During the year under review, there were no transactions or events with respect to the following, hence no disclosure or reporting:

1. Material changes and/or commitments that could affect the Company's financial position, which have occurred between the end of the financial year of the Company and the date of this Report.

2. Significant or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations in future.

3. Receipt of any remuneration or commission from any of its subsidiary companies by the Managing Director or the Whole-time Director(s) of the Company.

4. Buy back of securities/issue of sweat equity shares/issue of equity shares with differential rights.

5. Matters reported by the Auditor under Section 143(12) of the Companies Act, 2013 either to Audit Committee, Board of Directors or the Central Government.

6. Revision of the previous year's financial statements. The Company had formulated an Employee Stock Purchase Plan ('ESPP') where the Company granted loan to employees through a separate Trust called Prataap Snacks Employees Welfare Trust ("Trust") for providing monetary assistance to the employees for acquisition of shares granted under the ESPP plan. Till 31^st March, 2023, the Trust was identified as a subsidiary. In the standalone financial statements, the Company had adopted the policy of considering the trust as a legal entity separate from the Company and therefore, was not consolidating the Trust in the standalone financial statements. The Company recognized the loan given to the Trust as financial asset and tested it for impairment on a periodic basis in accordance with the requirements of applicable accounting standards. However, given that the Trust was identified as a subsidiary, in the consolidated financial statements of the Company, the Trust was consolidated for the purpose of consolidated financial statements and consequently, the related loan to trust (including interest) appearing in the standalone financial statements of the Company was eliminated.

During the year under review, the Company changed its accounting policy to consolidate the Trust in the financial statements to reflect a more appropriate presentation of the activity of the Trust in the financial statements as the Trust carried out activities for benefit of employees of the Company. Consequently, in the financial statements the loan given to the Trust (including interest) is eliminated.

The Company has given effect to the change in accounting policy in financial statements by restating the comparative information for the preceding period in accordance with the requirements of applicable standards for change in accounting policy. The details of the same is provided in note no. 50 of the notes to the financial statements.

7. Change in the nature of business of the Company.

8. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

9. One-time settlement with any bank or financial institution.

ACKNOWLEDGEMENT

The Board wish to place on record its profound appreciation for the continued support and co-operation received from the banks, financial institutions, investors, government, customers, vendors, shareholders and other stakeholders during the year under review. The Board also wish to place on record its grateful appreciation to all the employees of the Company for their unwavering dedication, commitment and contributions to the Company's performance. Your Board look forward for their continued support in future.

Yours faithfully,