Your Board of Directors ('Board') is pleased to present the
16^th Board's Report of Prataap Snacks Limited ('Prataap' or
'Company') for the financial year ended March 31, 2025.

FINANCIAL HIGHLIGHTS AND STATE OF
COMPANY'S AFFAIRS

FY25 was marked by a challenging macroeconomic
landscape, with inflationary pressures influencing both
consumer demand and input costs. These dual impacts
exerted pressure on margins, necessitating agile
strategic responses.

Despite these headwinds, the Company achieved an
annual revenue of '1,70,770 Lakh, reflecting a year-on-
year growth of 6% over FY24 revenue of '1,61,793 Lakh.

Gross profit for the year stood at '46,455 Lakh, supported
by a favourable sales mix, sustained operational

The Financial performance of the Company is as under:

efficiencies, and the strategic expansion of our large-
pack portfolio in response to evolving in-home
consumption patterns.

However, the fire at the Jammu facility resulted in
an exceptional loss of '3,433.53 Lakh. In addition,
increased depreciation charges and higher finance
costs contributed to a Loss Before Tax of '4,305.49 Lakh,
compared to a Profit Before Tax of '7,645.28 Lakh in FY24.

After factoring in deferred tax adjustments, the net loss
for the year stood at '3,427.45 Lakh, against a net profit
of '5,312.26 Lakh in the previous fiscal.

Despite this temporary setback, the Company
demonstrated the inherent strength of its business
model by reporting a positive Operating EBITDA of '4,869
Lakh, reaffirming the resilience and profitability of the
core operations.

During the year, a fire incident occurred on December
30, 2024 at the Company's Jammu manufacturing unit,
resulting in damage to inventory, machinery, building,
and furniture, and causing temporary disruption
to operations.

Importantly, there were no injuries, fatalities, health
concerns, or any adverse impact on surrounding
communities or cultural property. The Company
promptly informed the relevant regulatory and local
authorities, and has since initiated recovery efforts and
insurance assessments.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, Mr. V.T. Bharadwaj (DIN:
02918495) has completed his first term of five (5)
consecutive years as an Independent Director of the
Company on June 30, 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 at their
Meeting held on May 20, 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 July

1, 2024 to June 30, 2029. Subsequently, the members
of the Company by way of special resolution passed
through Postal Ballot on June 28, 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 July 1, 2024 to June 30, 2029.

Mrs. Anisha Motwani (DIN: 06943493) and Mr. Vineet Kumar
Kapila (DIN: 00056582), Independent Directors of the
Company, have completed their second term of five (5)
consecutive years with the Company on July 4, 2024 and
August 2, 2024 respectively. Accordingly, they ceased to
be Directors of the Company with effect from July 4, 2024
and August 2, 2024 respectively. The Board of Directors
placed on record its appreciation for the extensive
contribution made by Mrs. Motwani and Mr. Kapila during
their tenure on the Board of the Company.

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 July

2, 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 July 3, 2024 to July
2, 2029, not liable to retire by rotation. Subsequently, the
members of the Company by way of special resolution
passed in the 15^th Annual General Meeting of the Company
have approved the appointment of Mrs. Vashista as a
Non- Executive, Independent Director of the Company
with effect from July 3, 2024 to July 2, 2029.

In accordance with the provisions of Section 152 of the
Companies Act, 2013 and the Company's Articles of
Association, Mr. Arvind Mehta (DIN: 00215183), Director
will retire by rotation at the ensuing 16^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 16^th
Annual General Meeting of the Company.

The details as required pursuant to Regulation 36 of the
SEBI Listing Regulations and the Secretarial Standard-2
on General Meetings are mentioned in the Notice of AGM,
forming part of the Annual Report

Pursuant to the provisions of Section 149 of the Act, the
Independent Directors have submitted declarations
that they meet the criteria of independence as
provided in Section 149(6) of the Act along with Rules
framed thereunder and Regulation 16(1)(b) of the SEBI
Listing Regulations. There has been no change in the
circumstances affecting their status as Independent
Directors of the Company. In terms of Regulation 25(8) of
SEBI Listing Regulations, they have confirmed that they
are not aware of any circumstance or situation which
exists or may be reasonably anticipated that could
impair or impact their ability to discharge their duties.

The Independent Directors of the Company have
confirmed that they have enrolled themselves in the
Independent Directors' Databank maintained with the
Indian Institute of Corporate Affairs ('IICA') in terms of
Section 150 of the Act read with Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules,
2014, as amended. They are also in compliance with the
requirement of Online Proficiency self-assessment Test.

During the year under review, the Independent Directors
of the Company had no pecuniary relationship or
transactions with the Company, other than sitting fees,
commission and reimbursement of expenses incurred by
them for the purpose of attending meetings of the Board/
Committees of the Company.

None of the Directors of the Company are disqualified
for being appointed as Director, as specified in Section
164(2) of the Companies Act, 2013 read with Rule 14(1)
of the Companies (Appointment and Qualification of
Directors) Rules, 2014 as amended.

Key Managerial Personnel In terms of Section 203 of
the Act, the Key Managerial Personnel ("KMPs") of the
Company during FY 2024-25 were:

1. Mr. Amit Kumat - CEO & Managing Director

2. Mr. Sumit Sharma - Chief Financial Officer

3. Mr. Parag Gupta - Company Secretary & Compliance
Officer

4. Mr. Sanjay Chourey- Company Secretary &
Compliance Officer^AA

''Resigned w.e.f. April 16,2025
^AAAppointed w.e.f. May 5, 2025

UPDATE ON OPEN OFFER AND STRATEGIC
SHAREHOLDING TRANSACTION

During the year under review, the Company received
a Public Announcement dated September 26, 2024,
regarding an Open Offer made to the public shareholders
of the Company by Authum Investment & Infrastructure
Limited (the "Acquirer") along with Ms. Mahi Madhusudan
Kela ("PAC"), acting as Person Acting in Concert with the
Acquirer. The Open Offer was made in compliance with
the SEBI (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011.

Further, Peak XV Partners Growth Investments II, Peak
XV Partners Growth Investment Holdings I, and Sequoia
Capital GFIV Mauritius Investments (collectively referred
to as the "Sellers"), forming part of the Promoter and
Promoter Group of the Company, entered into a Share
Purchase Agreement dated September 26, 2024, with
Authum Investment & Infrastructure Limited and Ms. Mahi
Madhusudan Kela (collectively referred to as the "Buyers").
Under this agreement, the Buyers proposed to acquire
1,13,48,582 fully paid-up equity shares representing 47.54%
of the paid-up equity share capital of the Company at a
price of ' 746/- per equity share, aggregating to a total
consideration of ' 846.60 crore (Rupees Eight Hundred
Forty-Six Crore Sixty Lakh Forty-Two Thousand One
Hundred Seventy-Two only).

On February 25, 2025, the Buyers acquired a total of
1,13,48,709 equity shares — comprising 127 shares under
the Open Offer and 1,13,48,582 shares under the Share
Purchase Agreement — representing 47.54% of the paid-
up equity share capital of the Company at ' 746/- per
share. Post this acquisition, the Sellers ceased to hold any
equity shares in the Company.

Consequent to the completion of the above transaction,
the Company has:

• Reclassified Peak XV Partners Growth Investments II,
Peak XV Partners Growth Investment Holdings I and
Sequoia Capital GFIV Mauritius Investments from
the "Promoter and Promoter Group" category to the
"Public" category;

• Classified Authum Investment and Infrastructure
Limited under the "Promoter" category in accordance
with Regulation 31A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

Accordingly, the Company has become an
associate Company of Authum Investment and
Infrastructure Limited.

DECLARATION AND PAYMENT OF DIVIDEND

Considering the Company's financial performance,
liquidity position, future expansion plans and commitment
to delivering value to its shareholders, the Board of
Directors is pleased to recommend a dividend of ' 0.50/-
per equity share of ' 5.00/- each (i.e., 10%) for the financial
year ended March 31, 2025, subject to the approval of
shareholders at the ensuing Annual General Meeting.

The recommended dividend reflects the Board's
balanced approach to rewarding shareholders while
retaining adequate resources to support long-term
strategic initiatives and sustainable growth.

Pursuant to the Finance Act, 2020, dividend income is
taxable in the hands of the Members with effect from April
1, 2020. Consequently, the Company is required to deduct
tax at source from the dividend paid to the Members at
the prescribed rates as per the Income Tax Act, 1961.

Book Closure and Record Date: The Register of Members
and Share Transfer Books of the Company will be closed
from July 31, 2025 to August 6, 2025 (both days inclusive)
and the Company has fixed July 31, 2025 as the "Record
Date" for the purpose of determining the entitlement of
Members to receive final dividend for the financial year
ended March 31, 2025.

In compliance with Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Company has adopted a Dividend Distribution
Policy, which sets out the parameters and considerations
for declaring dividends. This policy aims to ensure
transparency, consistency, and alignment with the long¬
term interests of stakeholders.

The Dividend Distribution Policy is available on the
Company's website and can be accessed at:https://
www.yellowdiamond.in/wp-content/uploads/2024/09/
Dividend-Distribution-Policy-31^st-May.pdf.

RESERVES

For the financial year ended March 31, 2025, a net deficit
of ' 3,427.45 lakhs has been adjusted in the Statement of
Profit and Loss.

SHARE CAPITAL

There was no change in the authorised, issued, subscribed,
and paid-up equity share capital of the Company during
the year under review. The share capital structure of the
Company as on March 31, 2025, is as follows:

• Authorised Share Capital: ' 2,675.00 lakhs

• Issued, Subscribed and Paid-up Share Capital:
' 1,193.67 lakhs

The equity shares of the Company continue to be listed
on the National Stock Exchange of India Limited (NSE)
and BSE Limited (BSE), and are actively traded, reflecting
stakeholder confidence in the Company's performance
and governance standards.

EMPLOYEE STOCK APPRECIATION RIGHTS
(ESAR) PLAN

The Company has implemented the Prataap Employees
Stock Appreciation Rights Plan 2018 ("ESARP 2018"),
formulated in accordance with the applicable provisions
of the Companies Act, 2013, and the SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021.

During the financial year under review, the Company
granted 43,146 Employee Stock Appreciation Rights
(ESARs) to eligible employees, in line with the objectives
of employee retention, motivation, and performance
alignment. There were no changes in the structure or
terms of ESARP 2018 during the year.

Disclosures 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, have been provided in
Annexure-I, which forms an integral part of this Board's
Report. These disclosures are also made available on the
Company's website at: www.yellowdiamond.in

The ESARP 2018 is in full compliance with all applicable
laws, rules, and regulatory guidelines and continues to
support the Company's philosophy of recognizing and
rewarding employee contributions to its sustained growth.

SUBSIDIARY COMPANIES

The company does not have any subsidiary, associates,
or joint venture companies within the meaning of
Companies Act, 2013.

DEPOSITS

The Company has not accepted any public deposits
within the meaning of Sections 73 to 76 of the Companies
Act, 2013, read with the Companies (Acceptance of
Deposits) Rules, 2014, during the year under review.

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 2024-25
("Annual Report").

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the provisions of Section 135 of the
Companies Act, 2013, the Company continues to maintain
a duly constituted Corporate Social Responsibility (CSR)
Committee. The composition, meetings held, and other
relevant details of the Committee are disclosed in the
Corporate Governance Report, which forms an integral
part of this Annual Report.

During the year under review, the Company undertook CSR
initiatives aligned with its CSR Policy and in accordance
with the statutory framework prescribed under the
Companies Act, 2013 and the Companies (Corporate
Social Responsibility Policy) Rules, 2014, as amended
from time to time. The Annual Report on CSR activities,
as required under Rule 8 of the said Rules, is attached as
Annexure-II and forms part of this Board's Report.

The Company's CSR Policy has been revised, wherever
necessary, to remain consistent with applicable legal
provisions and evolving CSR focus areas. The Policy
outlines the guiding principles, key thrust areas, modes
of implementation, governance structure, budget
allocation, and monitoring and reporting mechanisms
for CSR initiatives undertaken by the Company.

The latest version of the CSR Policy is available on the
Company's website and can be accessed at the following
web link: https://www.yellowdiamond.in/wp-content/
uploads/2024/09/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 March 31, 2025, 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 March 31, 2025 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

The Company has in place a comprehensive internal
control system designed to ensure the orderly and
efficient conduct of business operations, including
adherence to policies, safeguarding of assets,
prevention and detection of frauds and errors, accuracy
and completeness of accounting records, and timely
preparation of reliable financial statements.

These internal controls are aligned with the provisions
of the Companies Act, 2013 and applicable accounting
standards, and are reviewed periodically to assess their
adequacy and operating effectiveness. The internal
control framework is supported by documented policies,
procedures, and authority matrices, which are regularly
reviewed and updated to reflect changing business
needs and regulatory developments.

The Company has also implemented a structured risk
management framework to identify, assess, and mitigate
key business risks. The Risk Management Committee,
along with functional heads and the Board, monitors
key risks across strategic, financial, operational, and
compliance areas. The framework includes periodic
risk reviews, risk heatmaps, mitigation plans, and
accountability assignment.

Internal audits are conducted at regular intervals by an
independent firm of Chartered Accountants covering
all critical functions and locations. The findings and
recommendations of the internal auditor are placed
before the Audit Committee of the Board. The Audit
Committee reviews the adequacy and effectiveness of
the internal control systems and ensures that corrective
actions are implemented in a timely manner.

Based on the reviews conducted during the year,
both by internal and statutory auditors, as well as
management evaluations, the Board is of the opinion
that the Company's internal financial controls and risk
management processes are adequate and operating
effectively for the financial year ended March 31, 2025

HUMAN RESOURCE

Your Company firmly believes that its people are its
most valuable asset and continues to invest in building
a high-performing, collaborative, and agile workforce.
During the year, the Company strengthened its human
capital by recruiting qualified and skilled professionals
across various functions to support its business growth
and strategic objectives.

The Company remains committed to nurturing a culture
that is open, inclusive, transparent, and merit-driven.
Various employee engagement initiatives, learning
and development programs, and performance-linked
rewards have been implemented to attract, retain, and
motivate talent across all levels.

The human resource strength of the Company is
commensurate with its operational scale and business
requirements. The HR function continues to evolve in line
with the Company's growth and transformation goals,
with a focus on capability building, succession planning,
and digital enablement.

Industrial relations at all manufacturing locations and
offices remained cordial and harmonious throughout the
year. The Company continues to maintain a constructive
dialogue with employees and their representatives,
ensuring a positive and collaborative work environment.

MEETINGS OF BOARD AND COMPOSITION OF
COMMITTEES

During the year ended March 31, 2025, four (4) Board
meetings were held on May 20, 2024, August 01, 2024,
November 11, 2024 and January 27, 2025.

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
January 27, 2025 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) (Third
amendment) Regulations, 2024. 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/2024/09/Nomination-and-
Remuneration-Policy.pdf.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In compliance with the provisions of Section 177(9)
of the Companies Act, 2013 and Regulation 22 of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has established a robust
Vigil Mechanism, which also incorporates a Whistle
Blower Policy.

This mechanism provides a secure, confidential,
and accessible channel for employees and other
stakeholders to report concerns regarding unethical
behaviour, suspected fraud, misuse of Company's
resources, violation of the Company's Code of Conduct,
or any instance of leakage of Unpublished Price Sensitive
Information (UPSI) that may adversely affect the
Company's operations, performance, or reputation.

The Vigil Mechanism ensures that disclosures are dealt
with in a fair, transparent, and time-bound manner
and safeguards the whistle-blowers from any form of
retaliation or victimization. No person has been denied
access to the Vigilance Officer or to the Chairman of the
Audit Committee.

The Company is committed to maintaining the highest
standards of integrity, accountability, and ethical
conduct. All concerns reported under the policy are
thoroughly investigated and appropriate corrective or
disciplinary action is taken where necessary.

The Whistle Blower Policy is available on the Company's
website at the following link https://www.yellowdiamond.
in/wp-content/uploads/2024/09/Vigil-Mechanism-
Whistle-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. There is
no other remark or qualification or adverse clause in
the Auditor's Report, which calls for any comment or
explanation. 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.

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 March 31, 2025.
The Report of the Secretarial Auditor for the financial year
ended March 31, 2025 is given in Annexure-III, which is
annexed hereto and forms part of the Board's Report.
No qualification or observation or adverse remark have
been made by Secretarial Audit in the Secretarial Audit
Report, which calls for any comment or explanation.

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. 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.yRllowdiamond.in/wp-content/uploads/2024/09/
Policy-on-Materiality-of-Related-Party-Transactions-
and-on-DRaling-with-RRlatRd-Party-TransactionsÝpdfÝ

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.

INVESTOR EDUCATION AND PROTECTION FUND

Details on transfer of unclaimed/ unpaid amount/
shares to Investor Education and Protection Fund ("IEPF"),
please refer Corporate Governance Report on 'Transfer
of unclaimed / unpaid amounts / shares to the Investor
Education and Protection Fund'

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 March 31, 2025 has been
uploaded on the website of the Company and the
web link of the same is https://www.yellowdiamond.in/
investor-relations/annual-returns/

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.

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,

For and on behalf of the Board of Directors of
Prataap Snacks Limited

Arvind Mehta Amit Kumat

Chairman and Executive Director Managing Director and Chief Executive Officer

DIN: 00215183 DIN: 02663687

Place: Indore
Date: May 5, 2025