Gopal Snacks Ltd

Dear Shareholders,

Your directors are pleased to present the 15th Annual Report on the affairs of the Company together with the Audited Financial Statements of Gopal Snacks Limited ("GSL" or "Company") for the financial year ended on March 31,2024.

1. FINANCIAL PERFORMANCE:

The financial performance of the Company for the Financial Year 2023-24 and 2022-23 are summarized below:

Amt (Rs. in Millions)

2. PERFORMANCE OF THE COMPANY:

Your directors are pleased to present to you this first Annual Report of the Company post successful Initial Public Offer and support from all of you. The Company believes in overall growth towards the healthy creation of stakeholders' value.

During the year ended 31st March 2024, your Company reported Revenue from Operations for the FY 2023-24 was at H 14024.97 million which is higher than the previous year Revenue from Operations of H 13946.53 million. The Company has reported total Income of H 14,069.08/- million, which in comparison to the previous year's figures have increased by approximately 0.60%. The Net Profit after tax and OCI is H 993.88/- million as compared to H 1,132.18/- million in previous years have decreased by approximately 12.25%. This decrease is primarily attributed to our strategic investment in enhancing employee development and expanding our marketing efforts. These investments, though resulting in higher overhead costs, such as increased salaries and marketing expenditures, are crucial steps towards achieving long-term growth. By focusing on strengthening our workforce and boosting our brand visibility, we are laying a solid foundation for future growth.

3. INITIAL PUBLIC OFFERING:

The Directors are pleased to inform you that the Initial Public Offer ("the IPO") of 16,216,886 Equity Shares of face value of H 1/- (Rupee One Only) solely through Offer for sale aggregate 6500.00 million by way of book building process, received an overwhelming response from the investors. The issue was opened on March 06, 2024, and closed on March 11, 2024. The issue was oversubscribed by 10.77 times (excluding the Anchor Investor Portion). Allotment was made in different categories viz. 56,48,534 Equity Shares to retail individual investors, 24,20,801 Equity Shares to noninstitutional investors, 80,69,333 Equity Shares to qualified institutional buyers (including 48,36,657 Equity Shares in the Anchor Investor Portion) and 78,218 to Eligible Employee,

The Equity Shares offered through the IPO was at an Issue price of H 401 per Equity Share with an Employee Discount of H 38/- per Equity Share to the Eligible Employees Bidding in the Employee Reservation Portion.

The trading of equity shares of the Company commenced on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) from March 14, 2024.

We are gratified and humbled by the faith shown in the Company by the market participants. We are also grateful to our customers for their trust shown in our capabilities to consistently deliver high-quality services.

4. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company does not have any Subsidiary, Joint Venture or Associate Company as on March 31, 2024, and therefore provision with respect to Section 129 with respect to Subsidiary, Joint Venture or Associate Company of the Companies Act, 2013 are not applicable to the Company.

5. DIVIDEND:

Your directors are pleased to recommend for the first time in the history of the Company to declare final dividend for the financial year 2023-24 of H 0.25/- per equity share of H1/- each in their meeting held on May 09, 2024 for consideration and approval of the Members at the ensuing Annual General Meeting of the Company and shall be subject to deduction of tax at source. The dividend, if approved, shall be payable to the Members holding shares as on cut-off date i.e. September 21,2024. This decision reflects our commitment to delivering consistent value to our shareholders while maintaining a balanced approach to growth and reinvestment. The dividend payout underscores our strong financial performance and confidence in the Company's future prospects.

Further, pursuant to Regulation 43A of the Listing Regulations the dividend declared by the Company is in accordance with the Company's dividend distribution policy and there were no changes in the parameters of the dividend distribution policy of the Company. The Company's Dividend Distribution Policy is provided in the "Annexure A" forming part of this report and is also available on the Company's Website at https:// www.gopalnamkeen.com/corporate-governance-policies.

6. TRANSFER TO RESERVES:

During the year the Company has not transferred any amount to General Reserves and the Board of Directors have decided to retain the entire profit of H 995.68/- Million in the Statement of Profit and Loss.

7. ARTICLES OF ASSOCIATION:

During the financial year under review, your Company has altered its Articles of Association. The Board of Directors, in their meeting held on May 05, 2023, and shareholders on May 08, 2023, respectively, adopted a new set of Articles of Association ("the AOA") of the Company in order to conform the requirements and directions of relevant stock exchanges prior to filing of the draft red herring prospectus with the Securities and Exchange Board of India and the relevant stock exchanges.

8. SHARE CAPITAL:

As on March 31, 2024, the Authorized Share Capital of the Company is H 15,00,00,000/- (Rupees Fifteen Crore Only) divided into 15,00,00,000 (Fifteen Crore) Equity Shares of H 1/- each (Rupees One Only) and Issued, Subscribed and Paid- up capital is H 12,46,04,370/- (Rupees Twelve Crore Forty- Six Lakh Four Thousand Three Hundred and Seventy Only) divided into 12,46,04,370 (Twelve Crore Forty-Six Lakh Four Thousand and Three Hundred and Seventy) Equity Shares of face value of H 1/- each.

During the year there is no change in Authorised and Paid Share Capital of the Company.

9. SHARE TRANSFER SYSTEM AND DEMATERIALISATION OF SHARES AND LIQUIDITY:

As on March 31, 2024 - 12,46,04,370 (Twelve Crore Forty- Six Lakh Four Thousand Three Hundred and Seventy) equity shares of the Company i.e. 100% of the total equity shares were held in dematerialised form.

The International Securities Identification Number ('ISIN') allotted to the Company's shares under the Depository System is INE0L9R01028. Gopal (the Company) has entered into agreement with both the Depositories i.e., National Securities Depository Limited and Central Depository Services (India) Limited. The equity shares of the Company are frequently traded at BSE Limited and National Stock Exchange of India Ltd.

The detailed information is covered in the Corporate Governance Report forming part of this Annual Report.

(A) MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

(B) MATERIAL EVENTS DURING THE YEAR UNDER REVIEW

There were no material events that occurred during the year under review.

(C) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

During the year no Significant and Material Orders passed by the regulations or Courts or Tribunals impacting the going concern status and Company's operations in future.

11. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the year there is no change in the nature of business carried on by the Company during the financial year 2023-24.

12. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there are no unpaid dividends pending for the Company.

13. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed and also discussed at the meetings of the Audit Committee and the Board of Directors of the Company. Safety at work is being followed at all times.

Details of the Risk Management Policy are set out are available at website of the Company at https://www. gopalnamkeen.com/corporate-governance-policies

14. INTERNAL CONTROL SYSTEM:

The Company's internal controls system has been established on values of integrity and operational excellence and it supports the vision of the Company "To be the most sustainable and competitive Company in our industry". The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are quarterly tested and certified by Statutory as well as Internal Auditors.

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis Report, forming part of this Annual Report.

15. CORPORATE GOVERNANCE:

The Company is committed to following the best Corporate Governance practices, including the requirements under the SEBI Listing Regulations and the Board is responsible for ensuring the same from time to time. The Company has duly complied with the Corporate Governance requirements.

Further, a separate section on Corporate Governance in compliance with the provisions of Regulation 34 of the Listing Regulations read with Schedule V of the said regulations, along with a certificate from a Practicing Company Secretary confirming that the Company is and has been compliant with the conditions stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 forms part of the Annual Report and is annexed hereto as "Annexure B".

16. CORPORATE SOCIAL RESPONSIBILITY:

The Company has a well-defined Policy on Corporate Social Responsibility ("CSR") as per the requirement of Section 135 of the Act. This Policy covers the proposed CSR activities to be undertaken by the Company and ensuring that they are in line with Schedule VII of the Act as amended from time to time.

The Annual Report on the CSR activities are 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-C" which is annexed hereto and forms part of this report.

Details of the Policy on Corporate Social Responsibility ("CSR") are set out are available at website of the Company at https://www.gopalnamkeen.com/corporate- governance-policies.

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

Pursuant to the provisions of section 186 of the Companies Act, 2013, particulars of loans, guarantees and investments made are provided in Financial Statements read together with notes annexed and form an integral part of the financial statements and hence not repeated herein for the sake of brevity.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADEWITH RELATED PARTIES:

All the related party transactions are entered on an arm's length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. Accordingly, transactions are being reported in Form AOC-2 i.e. "Annexure D" in terms of Section 134 Companies (Accounts) Rules, of the Act read with Rule 8 of the 2014. However, the details of the transactions with the Related Party are provided in the Company's financial statements in accordance with the Accounting Standards as applicable to the Company.

All Related Party Transactions are presented to the Audit Committee and the Board. A statement of all related party transactions is presented before the Audit Committee, specifying the nature, value and terms and conditions of the transactions.

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 Related Party Transactions Policy as approved by the Board is uploaded on the Company's website at https:// www.gopalnamkeen.com/corporate-governance-policies

19. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. All employees (permanent, contractual, temporary, trainees) are covered under the said policy. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and it redresses complaints received on sexual harassment. During the financial year under review, the Company has not received any complaints of sexual harassment from any of the employees of the Company.

20. ANNUAL RETURN:

The Annual Return pursuant to the provisions of Section 92 read with Rule 12 of (Management and Administration)

Rules, 2014 is available at the Website of the Company at https://www.gopalnamkeen.com/annual-return

21. DEPOSITS:

The Company has neither accepted nor renewed any Deposits mentioned under section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 during the reporting period.

A. CONSTITUTION OF BOARD:

The constitution of the Board of Directors of the Company is in accordance with Section 149 of the Act and Regulation 17 of the Listing Regulations. Our Board is a balanced Board, comprising of optimum combination of Executive and NonExecutive Directors with at least 1 (One) Woman Independent Director and not less than 50% of the Board of Directors comprise of Independent Directors.

The Board comprises of the following Directors and Key Managerial Personnel at the end of the Financial Year:

During the period under review there were following changes in the composition of Board of Directors of the Company:

• Mr. Rajnikant Chimanlal Diwan (DIN: 10062916) appointed as a Non-Executive - Independent Director of the Company with effect from 05th May, 2023;

• Mr. Natwarlal Meghjibhai Patel (DIN: 00027540) appointed as a Non-Executive - Independent Director of the Company with effect from 05th May, 2023;

• Mr. Babubhai Harjibhai Ghodasara (DIN: 08132069) appointed as a Non-Executive - Independent Director of the Company with effect from 05th May, 2023;

• Mrs. Vijayalakshmi Shalil Suvarna (DIN: 01722538) appointed as a Non-Executive - Independent Director of the Company with effect from 05th May, 2023;

• Mr. Bipinbhai Vithalbhai Hadvani (DIN: 02858118) was appointed as a Chairman of the Company with effect from 05th May, 2023;

• Mr. Raj Bipinbhai Hadvani (DIN: 09802257) re-appointed as Whole Time Director & CEO of the Company with effect from 05th May, 2023

• Mr. Mukesh Kumar Shah appointed as the Chief Financial Officer (CFO) of the Company with effect from 7th July, 2023; and

• Mr. Harsh Sureshkumar Shah's (DIN: 06470319) designation changed from Executive Director to Non- Executive Director with effect from 13th September, 2023;

The appointment of new Directors and Key Managerial Personnel is on the basis of requisite skills, proficiency, experience and competencies as identified and finalised by the Board considering the industry and sector in which the Company operates. The appointments are based on the merits of the candidate and due regard is given to diversity including factors like gender, age, cultural, educational & geographical background, ethnicity, etc. The profile of Directors is available on the website of the Company at https://www.gopalnamkeen.com/board-of-directors.

None of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as director of the Company by the SEBI, Ministry of Corporate Affairs or any other statutory authority and same forms part of Corporate Governance Report.

B. WOMAN DIRECTOR

In terms of the provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mrs. Vijayatakshmi Shalil Suvarna (DIN: 01722538), has been appointed as Independent Woman Director on the Board of the Company.

C. DIRECTORS, RETIRING BY ROTATION:

Pursuant to the provisions of Section 152(6) of the Act read with the rules made thereunder and as per the Articles of Association of the Company, Mr. Harsh Sureshkumar Shah (DIN: 06470319) liable to retire by rotation in this 15th Annual General Meeting and being eligible he has offered himself for re-appointment as Non-Executive-Non-Independent Director of the Company. The Board recommends his re-appointment for your approval.

A brief resume of the Mr. Harsh Sureshkumar Shah being re-appointed, the nature of expertise in specific functional areas, names of companies in which they hold directorships, committee memberships/ chairmanships, their shareholding in the Company, etc., have been furnished in the explanatory statement to the notice of the ensuing Annual General Meeting of the Company.

Mrs. Dakshaben Bipinbhai Hadvani was liable to retire by rotation in the previous Annual General Meeting held on September 04, 2023. Subsequently, the members of the Company approved the re-appointment of Mrs. Dakshaben Bipinbhai Hadvani.

D. DECLARATION OF INDEPENDENT DIRECTORS

The Company has received declarations from all these Independent Directors confirming that they meet with the criteria of independence prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and read with the Schedules and Rules issued thereunder as well as Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, all Independent Directors of the Company have declared that they have complied with the provisions of subrules (1) and (2) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 with respect to inclusion of their names in the data bank of the Indian Institute of Corporate Affairs ("IICA"). The terms and conditions of appointment of Independent Directors can be accessed on the Company's web link

E. DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 The Board of Directors of the Company hereby confirms:

i. That in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure.

ii. That the selected accounting policies were applied consistently, and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as of 31st March, 2024, and that of the profit of the Company for the year ended on that date;

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

iv. That the annual accounts have been prepared on a going concern basis.

v. The Board has laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

vi. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

F. NUMBER OF BOARD MEETINGS AND GENERAL MEETING CONDUCTED DURING THE YEAR UNDER REVIEW:

During the financial year, the Board met Nine (9) times on 04.04.2023, 05.05.2023, 07.07.2023, 31.08.2023, 07.1 1.2023, 21.1 1.2023, 27.02.2024, 28.02.2024 and 11.03.2024. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report, forming part of this Annual Report.

Further during the financial year 2023-24 Annual General Meeting was held on 04.09.2023 and One Extra Ordinary General Meetings was held dated 08.05.2023.

G. AUDIT COMMITTEE:

The composition of the Audit Committee is in conformity with the provisions of the Section 177 of the Companies Act, 2013 and pursuant to Regulation 18 of the Listing Regulations. The Audit Committee comprises of:

The Role of the Committee is provided in the Corporate Governance Report. The Audit Committee Met 7 (Seven) times in the financial year i.e., 07.07.2023, 31.08.2023, 07.11.2023, 21.11.2023, 27.02.2024, 28.02.2024 and 11.03.2024. All the recommendations made by the Audit Committee during the year were accepted by the Board.

The details of audit committee meetings and the attendance of the Directors are provided in the Corporate Governance Report, forming part of this Annual Report

H. STAKEHOLDERS RELATIONSHIP COMMITTEE:

Pursuant to Section 178 of the Companies Act, 2013, and Regulation 20 of the Listing Regulations the Stakeholder's Relationship Committee constituted by the Board of Directors. The Stakeholder Relationship Committee comprises of:

Stakeholders Relationship Committee met 1 (one) time during the Financial Year i.e., 18.03.2024. The details of the status of grievances received from various stakeholders during the financial year are furnished in the Corporate Governance Report.

The details of Stakeholder's Relationship Committee meetings and the attendance of the Directors are provided in the Corporate Governance Report, forming part of this Annual Report.

I. NOMINATION AND REMUNERATION COMMITTEE AND EVALUATION POLICY:

The Nomination & Remuneration Committee of Directors have approved a policy for selection, appointment and remuneration of Directors which inter-alia requires that composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and Senior Management Employees and the Directors appointed shall be of high integrity with relevant expertise and experience so as to have diverse Board and the Policy also lays down the positive attributes/ criteria while recommending the candidature for the appointment as Director.

The composition of the Nomination and Remuneration Committee is in conformity with the provisions of the Section 178 of the Companies Act, 2013 and pursuant to Regulation 19 of the Listing Regulations.

The Nomination and Remuneration Committee comprises:

The Committee met 3 (Three) times in the financial year i.e., 06.07.2023, 31.08.2023 and 10.02.2024.

Details of the Nomination and Remuneration and Evaluation Policy are set out are available at website of the Company at https://www.gopalnamkeen.com/corporate- governance-policies

The details of the Nomination & Remuneration Committee meetings and the attendance of the Directors are provided in the Corporate Governance Report, forming part of this Annual Report.

J. RISK MANAGEMENT COMMITTEE:

Pursuant to Regulation 21 of the Listing Regulations, the Board has constituted Risk Management Committee to frame, implement and monitor risk management plan of the Company. The Board has adopted the Risk Management Policy and guidelines to mitigate foreseeable risks, avoid events, situations or circumstances which may lead to negative consequences on the Company's businesses. The major risks identified are systematically approached through mitigating actions on a continual basis. Risk evaluation is an ongoing and continuous process within the Company, and it is regularly updated to the Board of the Company.

The Risk Management Committee has been entrusted with the responsibility of assist the Board in overseeing and approving the Company's enterprise wide risk management framework.

The Committee met 1 (one) time in the financial year

i.e., 18.03.2024. The said Committee comprises of:

Details of the Risk Management Committee and Policy are set out are available at website of the Company at https:// www.gopalnamkeen.com/corporate-governance-policies.

The details of Risk Management Committee meetings and the attendance of the Directors are provided in the Corporate Governance Report, forming part of this Annual Report.

K. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company has constituted a Corporate and Social Responsibility committee in accordance with the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014.

The Corporate Social Responsibility Committee comprises of:

During the period under review, the Committee met 1 (one) time during the Financial Year i.e., 31.08.2023.

The Company has adopted its Corporate Social Responsibility Policy ("the CSR Policy") in line with the provisions of the Act. The CSR Policy deals with objectives, scope/areas of CSR activities, implementation and monitoring of CSR activities, CSR budget, reporting, disclosures etc. The CSR policy is available on the website of the Company at https://www. gopalnamkeen.com/corporate-governance-policies

The details of CSR Committee meetings and the attendance of the Directors are provided in the Corporate Governance Report, forming part of this Annual Report.

L. IPO COMMITTEE:

Your Company has an IPO Committee for undertaking various legal, statutory and procedural facilities including but not limited to appointment of various intermediaries, filing the draft red herring prospectus ("DRHP"), the red herring prospectus ("RHP") and the prospectus in relation to the Offer ("Prospectus") with the Securities and Exchange Board of India ("SEBI"), the stock exchanges where the Equity Shares of the Company are proposed to be listed, and the Registrar of Companies, Gujarat at Ahmedabad ("RoC") or any other statutory agencies or relevant authorities as may be required and other matters incidental thereto.

The IPO Committee comprises of:

During the period under review, the Committee met 9 (nine) times during the Financial Year i.e., 30.08.2023, 21.11.2023, 19.02.2024, 26.02.2024, 27.02.2024, 29.02.2024, 05.03.2024, 11.03.2024 and 12.03.2024.

The details of IPO Committee meetings and the attendance of the Directors are provided in the Corporate Governance Report, forming part of this Annual Report.

M. INDEPENDENT DIRECTOR'S MEETING:

During the year under review, the Independent Directors (ID) met on February 29, 2024, without the attendance of NonIndependent Directors and members of the management.

The details of Independent Director's (ID) meetings and the attendance of the Directors are provided in the Corporate Governance Report, forming part of this Annual Report.

N. PERFORMANCE EVALUATION BY THE BOARD:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board has carried out annual performance evaluation of its own performance, the Directors individually as well as the evaluation of all Committees of the Board for the year under review. More details on the same are given in the Annexure to Corporate Governance Report.

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings.

ii. Quality of contribution to Board deliberations.

iii. Strategic perspectives or inputs regarding future growth of Company and its performance.

iv. Providing perspectives and feedback going beyond information provided by the management.

v. Commitment to shareholder and other stakeholder interests.

vi. The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his / her evaluation.

O. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The familiarization programme aims to provide Independent Directors with the Food industry scenario, the socioeconomic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take well informed decisions in a timely manner. The familiarization programme also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes. The policy on Company's familiarization programme for Independent Directors is posted on Company's website at https://www.gopalnamkeen.com/corporate-governance- policies along with the Familiarization programme for F.Y 2023-2024 along with the hours spent on the Programme.

P. SECRETARIAL STANDARDS:

The 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.

23. PARTICULARS OF EMPLOYEE AND THEIR MEIDIAN OF REMUNERATION

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are disclosed in the ‘Annexure E'.

24. PARTICULARS OF EMPLOYEE STOCK OPTION SCHEME

Employees' Stock Options represent a reward system based on the overall performance of the individual employee and the Company. The Company has framed Gopal Snacks Limited - Employee Stock Option Scheme, 2023 (the "ESOP Schemes") pursuant to the approval of the Board of Directors and members of the Company in their meeting held May 05,

2023 and May 08, 2023, respectively, with a view to attracting and retaining the best talent, encouraging employees to align individual performance with Company's objectives, and promoting increased participation by them in the growth of the Company. ESOP Schemes has 12,00,000 (Twelve Lakh) options convertibles into equity shares. Further, to align ESOP Schemes with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("the SEBI SBEB & SE Regulations"), based on the recommendation made by the Nomination and Remuneration Committee and the Board of Directors in their meeting held on 10th February, 2024, the members of the Company will propose to approve the ratification of ESOP Schemes in the ensuing General Meeting.

Summary of ESOP Schemes as on March 31,2024 is as under:

Disclosure with respect to Compliance to Section 62 of the Act read with rule 12 (9) of the Companies (Share Capital and Debentures) Rules, 2014 is provided in the "Annexure F". The disclosures as required under Regulation 14 of the SEBI SBEB & SE Regulations have been placed on the website of the Company https://www.gopalnamkeen.com

25. VIGIL MECHANISM POLICY FOR DIRECTORS AND EMPLOYEES:

The Board of Directors of the Company has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Whistle Blower Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The Company has also provided direct access to Chairman of Audit Committee on reporting issues concerning the interests of co-employees and the Company. The Vigil Mechanism Policy is available at the website of the Company: https:// www.gopalnamkeen.com/corporate-governance-policies. No instance under the Whistle Blower Policy was reported during the financial year 2023-24.

26. PUBLIC 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.

A. STATUTORY AUDITOR:

M/s. Maheshwari & Co., Chartered Accountants (FRN 105834W), as Statutory Auditors of the Company pursuant to the provisions of Sections 139(8) of the Companies Act, 2013 was appointed as the Statutory Auditor of the Company vide the ordinary resolution passed at the 13th Annual General Meeting held on November 12, 2022, to hold office for five- years tenure from the year 2022-23 up to the year 2026-27 until the conclusion of the 18th Annual General Meeting to be held in the calendar year 2027, at such remuneration as fixed by the Board of Directors of the Company.

Pursuant to Section 139 and 141 of the Act and relevant Rules prescribed there under, the Statutory Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

B. STATUTORY AUDITOR'S REPORT:

The Auditors' Report is unqualified. The Notes to the Accounts referred to in the Auditors' Report are self-explanatory and therefore do not call for any further clarifications under Section 134(3)(f) of the Companies Act, 2013.

Further all other notes on Accounts in Auditors Report are self- explanatory and therefore, in the opinion of the Board, do not require any specific comment.

During the year under review, no instance of fraud was reported by the Statutory Auditor of the Company in their Audit Report under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) of the Act.

C. INTERNAL AUDIT REPORT AND INTERNAL AUDITOR:

In accordance with the provisions of section 138 of the Act and rules made thereunder, the Board of Directors of the Company has appointed M/s. SPML & Associates, Chartered Accountants (FRN 136549W), as Internal Auditor of the Company for Financial Year 2023-2024. During the year, the Company continues to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of process for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strength in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Board on an ongoing basis to improve efficiency in operation.

During the year under review, no instance of fraud was reported by the Internal Auditor of the Company in their Audit Report under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) of the Act.

The Board appoints M/s. Haribhakti & Co. LLP, Chartered Accountants, (FRN: 103523W) Internal Auditor of the Company will also carry out Internal Audit of the Company for the financial year 2024-25.

D. COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 is not applicable to your Company.

E. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. S.K. Joshi and Associates (ICSI Unique Code: P2008RJ064900), Company Secretaries was appointed to undertake the secretarial audit of the Company for the financial year ended 31st March, 2024. The Report of the Secretarial Auditor for the financial year ended 31st March, 2024 is given in Annexure- "G" 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.

A. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE ETC:

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is "Annexure-H" to Director's Report.

B. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which this financial statement relates and the date of this Report. As such, no specific details are required to be given or provided.

29. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) read with Part B of Schedule V of the Listing Regulations, is presented in a separate section forming part of this Annual Report is given in "Annexure-I"

30. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

The Company has provided Business Responsibility and Sustainability Report ("the BRSR") pursuant to Regulation 34(2)(f) of the Listing Regulations for the financial year ended on March 31, 2024, which forms part of this Annual Report is given in "Annexure-J".

31. INTERNAL FINANCIAL CONTROLS:

The Company has maintained adequate financial control system, commensurate with the size, scale and complexity of its operations and ensures compliance with various policies, practices and statutes in keeping with the organization's pace of growth and increasing complexity of operations.

32. CREDIT RATING:

Your directors are pleased to inform you that, CRISIL has reaffirmed its rating outlook for the financial year 2023-24 on the Long Term Banking Facilities to "positive" and also reaffirmed the rating to "CRISIL A-" and Short Term Banking Facilities also reaffirmed to "CRISIL A2+". This reflects the high degree of safety regarding timely services of financial obligations.

33. CODE OF CONDUCT:

To comply with the requirements of Regulation 17(5) of the Listing Regulation, the Company has adopted the Code of Conduct for Board of Directors and Senior Management Personnel ("the Code"). All Board members and senior management personnel have confirmed compliance with the Code for the year 2023-24. A declaration signed by the Managing Director of the Company to this effect is placed at the end of this report.

The code requires directors and employees to act honestly, fairly, ethically and with integrity, conduct themselves in a professional, courteous and respectful manner. The code is displayed on the Company's website at https://www. gopalnamkeen.com/corporate-governance-policies.

34. POLICIES:

The Company seeks to promote the highest levels of ethical standards in the normal business transaction guided by the value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates formulation of certain policies for Listed Companies. The Policies are reviewed periodically by the Board and are updated based on the need and compliance as per the applicable laws and rules and amended from time to time. The policies are available on the website of the Company at https://www. gopalnamkeen.com/corporate-governance-policies.

35. QUALITY PROCESSES:

Your Company continued its efforts at improving quality of its products to ensure delivery of superior, safe and compliant products to its consumers.

Your Company continued the journey to excel in food safety and quality delivery to provide delightful, safe and compliant products to consumers in every pack. The Company has developed sustainable systems and processes for ensuring the highest standards of food safety and hygiene.

36. LISTING:

The Equity Shares of the Company are listed on the BSE Limited and National Stock Exchange of India Ltd. Both these stock exchanges have nation-wide trading terminals. Annual listing fees for the financial year 2023-24 have been duly paid to the BSE Limited and National Stock Exchange of India Ltd.

37. HUMAN RESOURCES / INDUSTRIAL RELATIONS:

Human resources have a significant impact on the company's long-term growth as an industry leader in the FMCG sector. The Company has a workforce of 3397 employees as on March 31,2024 with people from different social, economic and geographic backgrounds. The Company always believes that our people are our best assets. Their caliber and commitment are our inherent strengths. To achieve excellent business results, a robust talent pool is required and GSL is committed to identifying and preparing successors for key positions within and outside the organization. The Company strives continuously to improve employee skills and provide them with the competitive edge they need to flourish in a dynamic industry. Richer collaborations and stronger teamwork have accelerated our pursuit of excellence.

38. ENVIRONMENT AND SAFETY:

Safety pertains to protecting the health and well-being of employees, visitors, and other stakeholders involved in an organization's activities. Occupational health and safety measures are essential to prevent accidents, injuries, and illnesses in the workplace. We aim to comply with applicable health and safety regulations and other requirements in our operations and have adopted a health and safety policy that is aimed at complying with legislative requirements, requirements of our licenses, approvals, various certifications and ensuring the safety of our employees and the people working at our facility or under our management.

39. OTHER DISCLOSURES:

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

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

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme except ESOP Schemes referred to in this Report.

3. Buyback of shares.

4. No application was made or any proceeding is pending under Insolvency and Bankruptcy Code, 2016.

5. Requirement of one-time settlement with Banks or Financial Institutions was not applicable.

6. As per the confirmation given by Registrar and Transfer Agent, the Company has nil shares that remain unclaimed by the shareholders of the Company. All shares held in demat form has been duly claimed by the respective shareholders and hence the Company is not required to undergo the procedural requirements of Schedule VI of the SEBI (LODR) Regulations, 2015.

Pursuant to Regulation 27 of (Listing Obligation and Disclosure Requirements), Regulations 2015, report on Corporate Governance.

40. CAUTIONARY STATEMENT:

Statements in the Board's Report and the Management Discussion & Analysis describing the Company's objectives, expectations or forecasts may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operation include global and domestic demand and supply conditions affecting selling prices of Raw Materials, Finished Goods, input availability and prices, changes in government regulations, tax laws, economic developments within and outside the country and other various other factors.

41. ACKNOWLDEGEMENTS:

Your directors are highly grateful for all the guidance, support and assistance received from the Governments of various states in India, concerned Government departments, Financial Institutions and Banks.

Your directors place on records their deep appreciation to all employees for their hard work, unstinted dedication and commitment and continued contribution at all levels in the performance of the Company. Your directors also take this opportunity to thank all shareholders, suppliers, distributors, retailers, directors, auditors, Government and regulatory authorities, for their continued support.

Your directors appreciate the continued co-operation and support received from its customers that has enabled the Company to make every effort to understand their unique needs and deliver maximum customer satisfaction. Your Board looks forward to their continued support in future.