Dear Shareholders,

Your directors are pleased to present the 16th Annual Report on the affairs of the Company together with the AuditedFinancial Statements of Gopal Snacks Limited ("Gopal Snacks", "Gopal"or "Company") for the financial year ended on March 31, 2025.

1. FINANCIAL PERFORMANCE:

The financial performance of the Company for the Financial Year 2024-25 and 2023-24 are summarized below:

Amt ( in Millions)

2. BUSINESS PERFORMANCE & STATE OF COMPANY AFFAIRS: Financial Overview

During the financial year ended 31stMarch 2025, your Company reported revenue from operations of _14,680.15 million, marking an increase over the previous year's revenue of _14,024.97 million. The Company has reported total income of _14736.05/-million, whichin comparison to the previous year's figures has increased by approximately 4.74%.The Net Profit after tax for the financial year 2024-25 stands at _189.98 million, reflecting a decrease of approximately 80.92% compared to _995.68 million in the previous year.

During the year under review, the Company faced an unforeseen setback due to a fire incident at one of its key manufacturing and operational units, which resulted in temporary disruption of production activities, damage to infrastructure.This incident impacted the Company's operational performance for the financial year. However, despite these challenges, the Company demonstrated resilience and agility, achieving growth in revenue - a testament to its strong market presence, customer trust, and effective business continuity measures.

Your Company acted promptly to mitigate the effects of the disruption, initiated insurance claims for the losses incurred, and has since undertaken comprehensive restoration measures. The management remains committed to rebuilding stronger and accelerating the recovery process. With proactive efforts in place, including infrastructure upgrades and enhanced risk management systems, the Company is confident of restoring normalcy in operations and improving performance in the forthcoming quarters.

Own Brands Performance

During the year under review, the Company continued to strengthen its position in the domestic market by enhancing its product portfolio under its flagship and emerging brands. Our focused efforts on innovation, consumer preference analysis, and regional taste profiling led to the successful launch of several new products that were well received across markets. Under the flagship brand "Gopal" the Company introduced Kolapuri Bhadang and Sabudana-Chivdain June 2024, further diversifying its ethnic namkeen offerings. The Company also ventured into the Snack Pellets segment with the launch of Pizza Pasta Fryums in October 2024 and expanded its Wafers category with the introduction of Banana Wafersin November 2024, both under the Gopal brand.

In line with its strategy to appeal to younger demographics and experiment with international flavors, the Company launched Korean BBQ Wafers under the youth-centric brand "Cristos" in June 2024. Additionally, in July 2024, the Company launched Soya Sticks under the Gopal brand, tapping into the growing demand for protein-based snacking options.

As at the end of financial year 2024-25, the Company offers a diverse product range comprising 95 distinct products and 346 Stock Keeping Units. These launches reflect the Company's commitment to innovation, quality, and consumer satisfaction. The new products have contributed positively to brand recall and sales performance, and early indicators suggest promising growth traction across both urban and semi-urban markets. In furtherance, it makes "Gopal Snacks Limited"- the largest manufacturer of Gathiya& Snack Pellets in India & largest manufacturer of ethnic namkeen in the state of Gujarat, India.

The Company has a total of four manufacturing facilities which include the newly commissioned (Nagadka) Gondal facility and three ancillary units across the country.TheCompany continues to invest in strengthening its distribution, visibility, and in-store engagement to support the growth of its owned brands portfolio.

Market Reach and Penetration

During the year under review, Gopal Snacks continued to strengthen its market presence through a well-integrated marketing and distribution strategy. The Company has expanded its distributor network significantly, enhancing last-mile connectivity and deepening penetration in both urban and semi-urban markets. As of the reporting period, Gopal Snacks enjoys a robust footprint across 11+ states in India, supported by a growing network of channel partners and an agile supply chain. In addition to expanding domestic reach, the Company also continued to cater to international markets through its export operations, reflecting the global acceptance of its product portfolio. Complementing its distribution expansion, the Company has also leveraged its proprietary retail outlets to ensure direct engagement with end consumers and to build brand loyalty.

Gopal Snacks further amplified its market visibility through strategic advertising campaigns across digital and traditional media platforms, targeting diverse demographic segments. The Company actively participated in various national and regional trade fairs and exhibitions during the year, which served as effective platforms to showcase new launches, gather market insights, and engage with stakeholders. These initiatives collectively contributed to strengthening brand recall, increasing consumer engagement, and driving sustained growth in sales volumes across key markets.

3. TRANSFER TO RESERVES:

During the financial year 2024-25, the Company has not transferred any amount to General Reservesand the Board of Directors has decided to retain the entire profit of _189.98/- million in the Statement of Profit and Loss.

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 31,2025,and therefore provisions of Section 129 with respect to Subsidiary, Joint Venture or Associate Company of the Companies Act, 2013 are not applicable to the Company.

5. DIVIDEND:

After considering the Company's profitability, cash flow, overall financial performance and cash flow requirements for future expansion, your Board of Directors has paid an interim dividend of _1.00 per equity share of face value of _1 each (i.e. 100%) during the year.The total dividend paid for the financial year 2024-25,amounts to _1.00 per equity share of face value of_1/- each.

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 available on the Company's Website at https://www.gopalnam-keen.com/corporate-governance-policies.

Further, the Board of Directors do not recommend payment of any further dividend for the financial year ended March 31, 2025, and accordingly interim dividend paid during the financial year 2024-25 is treated as full and final dividend for the financial year 2024-25.

6. 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 August 30, 2024, and shareholders on Septem-ber 28, 2024, respectively, approved the Alteration of Articles of Association by altering the Existing Clause and Addition of a New Clause on Waiver of Dividend.

7. SHARE CAPITAL:

Authorised Share Capital

As on March 31, 2025, the Authorised Share Capital of the Company is _15,00,00,000/- (Rupees Fifteen Crore) divided into 15,00,00,000(Fifteen Crore) Equity Shares of _1/-(Rupee One)each. During Financial Year 24-25, there have been no changes in Authorised Share Capital of the Company.

Issued, Subscribed and Paid-Up Capital

As on March 31, 2025, theIssued, Subscribed and Paid-Up Capital of the Company is _12,46,22,344/- (Rupees Twelve Crore Forty-Six Lakh Twenty-Two Thousand Three Hundred and Forty-Four) divided into 12,46,22,344 (Twelve Crore Forty-Six Lakh Twenty-Two Thousand Three Hundred and Forty-Four) Equity Shares of face value of _1/- (Rupee One) each. During FY24-25, the Paid-Up Share Capital of the Company has increased from _12,46,04,370/-(Rupees Twelve Crore Forty-Six Lakh Four Thousand Three Hundred and Seventy) to _12,46,22,344/-(Rupees Twelve Crore Forty-Six Lakh Twenty-Two Thousand Three Hundred and Forty-Four) pursuant to issue of 17,974 (Seventeen Thousand Nine Hundred Seventy-Four) shares of face value _1/- each to the employees of the Company on exercise of employee stock options under Gopal Snacks Limited- Employee Stock Option Scheme-2023.

8. SHARE TRANSFER SYSTEM AND DEMATERIALISATION OF SHARES:

As on March 31, 2025 – 12,46,22,344 (Twelve Crore Forty-Six Lakhs Twenty-Two Thousand Three Hundred and Forty-Four) equity shares of the Company i.e. 100% of the total equity shares were held in dematerialized form.

The International Securities Identification Number (‘ISIN') allotted to the Company's shares under the Depository System is INE0L9R01028. Gopal Snacks (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.

9. MATERIAL CHANGES:

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

Other than stated elsewhere in this report, 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 2024-25 to which the financial statements of the Company relate and the date of this report

(B) MATERIAL EVENTS DURING THE YEAR UNDER REVIEW

On December 11, 2024, a fire incident occurred at the Company's production unit in Rajkot, Gujarat, causing damage to a section of the facility and part of the inventory and equipment. Importantly, there were no casualties, and the situation was promptly brought under control with the support of the local authorities. The Company immediately activated its contingency and risk management protocols, ensuring continuity of supply through alternate facilities and minimizing disruption to customer commitments. Insurance claims were filed without delay andproceedforpartial reimbursements. Comprehensive preventive measures and safety upgrades have been implemented to avoid recurrence. The management remains confident that the long-term business outlook remains strong, and the Company is well-positioned to sustain its growth trajectory.

(C) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS ANDCOMPANY'S OPERATIONS IN FUTURE During Financial Year 24-25, no significant and material orders have been passed by the concerned Regulators or Courts or Tribunals impacting the going concern status and Company's operations in future.

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

There has been no change in the nature of business carried on by the Company during the financial year 2024-25.

11. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR

EDUCATION AND PROTECTION FUND:

The provisions of section 125(2) of the Companies Act, 2013 are not applicable to the Company as there isno unpaid or unclaimed dividend outstanding during the year under review.

12. DEVELOPMENT AND IMPLEMENTATION OF RISK

MANAGEMENT POLICY OF THE COMPANY

At Gopal Snacks, we recognize that effective riskmanagement is essential to achieving our strategicobjectives and ensuring long-term sustainability. Ourfocus is to identify and embed mitigation actions formaterial risks that could impact on our current or futureperformance, and/or our reputation. Our approachis holistic and integrated, bringing together riskmanage-ment, internal controls, and business integrity,ensuring that our activities across this agenda focus onthe risks that could have the greatest impact.The nature of business is such that it is subject tocertain risks at different points of time. Some of these include escalation in the cost of raw materials and other inputs, increasing competitive intensity from otherplayers, changes in regulation from central and stategovernments, cyber security, data management andmigration risks, data privacy risk, environmental andclimate risk. Gopal Snacks has always had a proactiveap-proach when it comes to risk management whereit periodically reviews the risks and strives to developappropriate risk mitigation measures for the same.To enhance this focus, the Board of Directors hasconstituted a Committee of the Board called the RiskManagement Committee to frame, implement andmonitor risk management plan.

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 discussed at the meetings of the Risk ManagementCommittee and the Board of Directors of the Company. Safety at work is being always followed.

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

13. DETAILS OF THE ADEQUACY OF INTERNAL

FINANCIAL CONTROLS:

The Board of Directors and management of theCompany are responsible for establishing andmaintaining adequate internal financial controlsto ensure the reliability and integrity of financialreporting. These controls have been designed inaccordance with the applicable regulatory frameworkto provide reasonable assurance regarding theaccuracy of financial statements and compliance withstatutory obligations.

The management team has assessed the effectivenessof the Company's internal control over financialreporting as of March 31, 2025 and believe that thesesystems provide reasonable assurance that our internalfinancial controls are designed effectively and areoperating as intended.

The Company has established a robust system ofinternal controls commensurate with the size andoperations to ensure that assets are safeguarded, andtransactions are appropriately authorised, recordedand reported. The controls have been documented,digitized, and embedded in the business process. • Segregation of Duties: Clearly defined rolesand responsibilities to prevent unauthorizedtransactions.

• Authorization and Approval Processes: Stringentapproval mechanisms for financial transactionsand capital expenditures

• Periodic Monitoring and Audits: Regular internalaudits and management reviews to assess theeffectiveness of controls.

• IT and System Controls: Implementation ofadvanced financial reporting systems andcybersecurity measures to safeguard financialdata.

Assurance on the effectiveness is obtained throughman-agement reviews, controls self-assessmentand periodic reporting of the in-house team thatevaluates and provides assurance of its adequacyand effectiveness. The controls are also tested by theinternal and statutory auditors during their audits.The Statutory Auditors of the Company have auditedthe financial statements included in this AnnualRe-port and issued their report on internal financial controlssystem with reference to financial statements (as requiredunder section 143 ofthe Companies Act, 2013).

14. CORPORATE GOVERNANCE:

The Company is committed to following the best Corporate Governance practices, including the requirements under 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 incompli-ance with the provisions of Regulation 34 of the ListingRegula-tions read with Schedule V of the said regulations,along with a certificate from a Practicing Company Secretaryconfirming that the Company is and has been compliant withthe conditions stipulated under SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015 forms part of this Annual Report and is annexed hereto as "Annexure A".

15. CORPORATE SOCIALRESPONSIBILITY

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 ensures that they are in line with Schedule VII of the Act as amended from time to time.

The Annual Report on the CSR activities isrequired to be given under section 135 of the Companies Act, 2013 read with rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014 which has been provided as"Annexure-B" and forms part of this report.

Details of the Policy on Corporate Social Responsibility ("CSR") are available at website of the Company athttps://www.gopal-namkeen.com/corporate-governance-policies.

16. 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.

17. PARTICULARS OF CONTRACTS OR

ARRANGEMENTSMADEWITH RELATED PARTIES:

During Fiscal 2025, all related partytransactions entered by the Company wereapproved by the Audit Committee and were atarm's length basis and in the ordinary course of business.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.Prior omnibus approval is obtained for related party transactions, which are repetitive in nature and entered in the ordinary course of business and on an arm's length basis.

Therefore,the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act w.r.t. contracts or arrangements with related parties under Section 188(1) in Form AOC-2 is not applicable to the Company for Financial Year 2024-25, hence does not form part of this report.The details of the transactions with the related parties, in accordance with the Accounting Standards as applicable to the Company, have been disclosedin the notes to the financialstate-ments forming part of this Integrated Report &Annual Accounts 2024-25.

The Policy on Related Party Transactions as approved by the

18. ANNUAL RETURN:

The Annual Return of the Company for the financial year ended March 31, 2025, pursuant to the provisions of section 92(3) and section 134(3)(a) read with rule 12 of Companies (Management and Administration) Rules, 2014 is available onthe website of the Company at https://www.gopalnamkeen.com/annual-return

19. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. CONSTITUTION OF BOARD:

The constitution of Board of Directors of the Company is in accordance with section 149 of the Companies Act, 2013 and Regulation 17 of the Listing Regulations. The Board comprises of eight directors with abalanced composition of executive, non-executiveand one independent woman director, ensuringstrong corporate governance and safeguardingstakeholder interests. Their collective expertise andintegrity drive strategic decision-making and enhanceslong-term value creation. The Board of Directors met7 (seven) times during the Financial Year 24-25. Furtherdetails of composition of board of directors includingremuneration, number of meetings and attendancethereof, forms part of the report on corporate governancewhich is appended as "Annexure A" to this Director'sReport.In the opinion of the Board, all Independent Directors arepersons of integrity and fulfil the requisite conditionsas per applicable laws and are independent of themanagement of the Company.

The Board comprises of the follo wing Directors and Key Managerial Personnel at the end of the Financial Year 2024-2025 :

During FinancialYear 2024-25, there were no changes in the composition of Board of Directors. However, there were following changes in the Key Managerial Personnel of the Company: Mr. Mukesh Kumar Shah resigned from the post of Chief Financial Officer of the Company with effect from 21st January 2025.

Mr. Rigan HasmukhraiRaithatha was appointed as the Chief Financial Officer (CFO) of the Company with effect from 17thMarch 2025; and

Mr. Mayur Popatbhai Gangani resigned from the post of Company Secretary and Compliance Officer of the Company with effect from 28th February 2025 and was subsequently appointed as the Head- Legal& Compliance cum Company Secretary with effect from 17th March,2025; The appointment of new Key Managerial Personnel is on the basis of requisite skills, proficiency, experience and competencies as identified and finalized 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 & geographicalbackground, ethnicity, etc.The profile of all Directors and Key Managerial Personnel is available on the website of the Company at https://www.gopal-namkeen.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 Securities and Exchange Board of India, Ministry of Corporate Affairs or any other statutory authority.Further details regarding Board composition and constitution form part of Corporate Governance Report.

B. WOMAN DIRECTOR

In terms of the provisions of section 149 of the Companies Act, 2013 read with rule 3 of Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mrs.Vijayalakshmi 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 Companies Act, 2013 read with the rules made thereunder and as per the Articles of Association of the Company,Mr. Raj Bipinbhai Hadvani (DIN:09802257), Whole time Director and Chief Executive Officer of the Company isliable to retire by rotation in this 16th Annual General Meeting and being eligible has offered his candidature for reappointment. The Board recommends his re-appointment for your approval.The notice convening the Annual General Meeting includes the proposal for re-appointment of Director.

A brief resume of the Mr. Raj Bipinbhai Hadvanibeing re-appointed, his nature of expertise in specific functional areas, names of companies in which heholds directorship, committee memberships/chairmanships, hisshareholding in the Company, etc., as stipulated under Secretarial Standard-2 and Regulation 36 of the Listing Regulations, have been furnished in the explanatory statement to the notice of the ensuing Annual General Meeting of the Company.

D. DISCLOSURES, DECLARATIONS AND

ANNUAL AFFIRMATIONS i. Based on the declarations and confirmationsreceived from the Directors, none of theDirectors of the Company are disqualified frombeing appointed/ continuing as Directors of theCompany. ii. Affirmation of all members of the Board ofDirectors and Senior Management Personnel havebeen received on the code of conduct for board ofdirectors and senior management. iii. The Independent Directors of the Company have submitteddeclarations that each of them meets the criteriaof independence as provided in Section 149(6)of the Companies Act, 2013 along with rules framed thereunderand Regulation 16(1)(b), 25(8) of the SEBIListing Regulations. There has been no changein the circumstances affecting their status asIndepen-dent Directors of the Company. iv. The Company has also received from all Indepen-dentDirectors of the Company, declaration of compliance of rule 6(1) & (2) of the Companies (Appointment andQualifications of Directors) Rules, 2014, regardingonline registration with the ‘'Indian Institute ofCorporate Affairs'' at Manesar, for inclusion ofname in the data bank of Independent Directors. v. The Board has taken on record the declarationsand confirmations submitted by the IndependentDirectors after undertaking due assessment ofthe veracity of the same.

E. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 134(3)(c) read with section 134(5) of the Companies Act, 2013 and the rules framed thereunder,the Board of Directors of the Company hereby states and confirms that: i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure; ii. 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 31stMarch 2025, and that of the profit of the Company for the year ended on that date; iii. 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. the annual accounts have been prepared on a going concernbasis; v. the Board has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and areoperating effectively; and vi. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems areadequate and operating effectively.

The aforesaid statement has also been reviewed andcon-firmed by the Audit Committee of the Board ofDirectors of the Company.

F. NUMBER OF BOARD MEETINGS AND

GENERAL MEETING CONDUCTED DURING THE YEAR UNDER REVIEW

During the financial year 2024-25, the Board met Seven (7) times on 02.04.2024, 09.05.2024, 18.07.2024, 30.08.2024, 14.10.2024, 11.02.2025, and17.03.2025. 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 2024-25, Annual General Meeting was held on28.09.2024.

G. COMMITTEES OF THE BOARD

The Company has constituted the following committeesin compliance with the Companies Act 2013 and theListing Regulations: 1. Audit Committee; 2. Nomination and Remuneration Committee; 3. Stakeholders' Relationship Committee; 4. Corporate Social Responsibility Committee and 5. Risk Management Committee.

Underscoring the importance of sound corporate governance, the statutory Board Committees are predominantly composed of Independent Directors. This structure promotes independent and objective decision-making within these key committees. Notably, there have been no instances where the Board has rejected any recommendations made by the Committees.

For detailed insights into the various Committees constituted by the Board, encompassing their composition, powers, roles, terms of reference, meetings and attendance thereat etc., please refer to the Corporate Governance Report forming partof thisAnnual Report.

H. PERFORMANCE EVALUATION BY THE BOARD

The Company is governed by a well-defined and evenly structured, robust Nomination and Remuneration Policy, as conscientiously reviewed and approved by the Nomination and Remuneration Committee and subsequently, adopted by the Board. This Policy encompasses various aspects and guidelines, such as, appointment criteria, remuneration structures, and performance evaluation mechanisms for both Executive and Non-Executive Directors, including Independent Directors, in full compliance with the requirements set forth under the Act and Listing Regulations.

The Company's approach to the performance evaluation of the Board, its Committees and individual Directors, including Independent Directors is both comprehensive and rigorous and the detailed evaluation process, which is systematically delineated in the Corporate Governance Report, forming integral part of this Annual Report, and the detailed evaluation process reiterates the Company's commitment to maintaining and confirming the highest standards of effective governance, answerability and transparency.

Following this mechanism reflects our leadership remains aligned with regulatory requirements, industry best practices, and evolving needs of our stakeholders and also, the process highlights our dedication to fostering a culture of continuous improvement and strategic oversight, essential for achieving sustainable success.

I. 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 and notifiedby the Institute of Company Secretaries of Indiaas amended from time totime.

20. PARTICULARS OF EMPLOYEE AND THEIR MEDIAN

OF REMUNERATION:

The information required under section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and a statement showing the names andother particulars of the employees drawing remunerationin excess of the limits set out in rule 5(2) and 5(3) of theCom-panies (Appointment andRemuneration of ManagerialPer- sonnel) Rules, 2014are disclosed in "Annexure C".

21. PARTICULARS OF EMPLOYEE STOCKOPTION 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 Scheme") pursuant to the approval of the Board of Directors and members of the Company in their meeting held onMay 05, 2023 and May08, 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. The ESOP Schemeencompasses 12,00,000 (Twelve Lakh) options convertibles into equity shares.

Further, post listing of the Company on the stock exchanges and to ensure compliance with regulatory standards, the ESOP Schemes adhere to the requirements outlined in the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB & SE Regulations") and was ratified by the members of the Company through special resolution passed in Annual General Meeting held on September 28, 2024. Additionally, we received the "In-Principal Approval" from the National Stock Exchange of India Ltd. and BSE Limited, dated January 24, 2025, and January 21, 2025, respectively, for the issuance of equity shares under the ESOP Schemes.

Summary of ESOP Scheme as on March 31, 2025 is as under:

Disclosure with respect to compliance to section 62(1)(b) of the Companies Act, 2013 read with rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of the Securities and Exchange Board of India(Share Based Employee Benefitand Sweat Equity) Regulations, 2021 is provided in "Annexure D", which forms an integral part of this Directors' Report. These disclosures have also been placed on the website of the Companyat https://www.gopalnamkeen.com/.

22. VIGIL MECHANISMPOLICY FOR

DIRECTORS AND EMPLOYEES:

The Company is committed to ethical conduct and transparency in all its business dealings. To uphold these values and in compliance with the section 177(9) and 177(10) of the Companies Act, 2013 read with rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and Regulation 22 of the Listing Regulations,the Board of Directors of the Company has framed "Whistle Blower Policy" for Directors and employees of the Company to report instances of unethical behavior, fraud, mismanagement and violations of the Code of Conduct of the Company across all business activities. The vigil mechanism provides for adequate safeguards against victimization of persons who use such mechanisms.

The Company has established direct access to the Chairman of the Audit Committee for reporting concerns related to the interests of co-employees and the organizationin appropriate or exceptional cases. Detailed information regarding the Whistle Blower Policy is outlined within the Corporate Governance Report, forming part of this Annual Report. The Vigil Mechanism Policy is also available on the Company's website at https://www.gopalnam-keen.com/corporate-governance-policies. No cases were reported under the Whistle Blower Policy during the financial year 2024–25.

23. PUBLIC DEPOSITS:

During the financial year 2024-25, 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.

24. ^{A UDITORS AND AUDITORS REPORT:}

A. ^{STATUTORYA UDITOR:}

Pursuant to the provisions of section139of the Companies Act, 2013,M/s. Maheshwari &Co., Chartered Accountants (FRN 105834W), were 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 a five-years tenure from financial year 2022-23 to 2026-27 until the conclusion of the 18th Annual General Meeting to be held in the calendar year 2027, at such remuneration as may be fixed by the Board of Directors of the Company.

The Statutory Auditors have confirmed their eligibility to continue as the Company's Auditors for the financial year 2024–25, in accordance with the provisions of sections 139 and 141 of the Companies Act, 2013 along with the applicable rules framed thereunder.

During Financial Year 2024-25, the Statutory Auditors did not report any instances of fraud in their Audit Report under Section 143(12) of the Companies Act, 2013. Accordingly, no additional disclosure is required under Section 134(3) of the Act. Importantly, the Auditors' Report is unqualified and does not contain any qualification, reservation or adverse remark. The Notes on financial statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

B. INTERNAL AUDIT REPORT AND INTERNAL AUDITOR:

In accordance with the provisions of section 138 of the Act and rules made thereunderand applicable regulations of the Listing Regulations, the Board of Directors of the Company had duly appointed M/s. Haribhakti& Co. LLP, Chartered Accountants(FRN: 103523W)as Internal Auditor of theCompany for the Financial Year 2024-2025. During the year, the Company continues to implement their suggestions and recommendations to improve the control of the 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 Audito rsfindings are discussed with the process owners and suitable corrective actions taken asper the directions of Board on an ongoing basis to improve efficiency in operation

During the financial 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)as Internal Auditor of the Company to carry out Internal Audit of the Company for the financial year 2025-26.

C. 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.

D. 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 31stMarch 2025. The Report of the Secretarial Auditor for the financial year ended 31stMarch 2025 is given in "Annexure E" which is annexed hereto and forms part of the Board's Report. There are no qualifications or observations or adverse remarks in the Secretarial Audit Report.

In terms of Regulation 24A of the Listing Regulations,with effect from 1st April 2025, your Company is requiredto appoint a Practicing Company Secretary for notmore than one term of five consecutive years or a firmof Practicing Company Secretaries for not more thantwo terms of five consecutive years, as a SecretarialAuditor, with the approval of the members at its AGMand such Secretarial Auditor must be a peer reviewed company secretary and should not have incurred anyof the disqualifications as specified under the ListingRegulations. Further, as per the said Regulation, anyassociation of the individual or the firm as the Secretarial Auditors of the Company before 31st March 2025 shallnot be considered for the purpose of calculating thetenure of the Secretarial Auditors.

Taking into account the above requirements,the Board, on the recommendation of the Audit Committee, has approved the appointment of M/s. S. K. Joshi & Associates, Compa-nySecretaries (ICSI Unique Code: P2008RJ064900) as the Secretarial Auditors of theCompany for a term of five consecutive years, to holdoffice from the conclusion of 16th AGM till the conclusion of 21st AGM to be held in the year 2030, covering the periodfrom the financial year ending 31st March 2026 till thefinancial year ending 31st March 2030, subject to theapproval of the members at the ensuing 16th AGM ofyour Company. The recommendation followed a detailed evaluation of proposals received by the Company and consideration of factors such as technical capabili-ties,independence, industry experience, subject matterex-pertise, and past association with the Company.Your Company has received written consent from theSecretarial Auditors that the appointment, if approved,will be in accordance with the applicable provisions of the Listing Regulations Act and rules framed thereunder.

Further, the Secretarial Auditors have confirmed that theyare not disqualified to beappointed as the Secretaria-lAuditors of your Company.

25. 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 provided in "Annexure-F" to this Director's Report.

26. 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.

27. 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, 2025 which forms part of this Annual Report.

28. CREDIT RATING:

Your directors are pleased to inform you that CRISIL has revised its rating outlook for the financialyear 2024-25 on the Long-Term Banking Facilities,which was upgraded from ‘CRISIL A-/Positive' to ‘CRISIL A/Stable' and on the Short-Term Banking Facilities which was upgraded from ‘CRISIL A2+' to ‘CRISIL A1'. This reflects the high degree of safety regarding timely services of financial obligations.

29. 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 financial year 2024-25. 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.gopal-namkeen.com/corporate-governance-policies.

30. 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 athttps://www.gopalnamkeen.com/corporate-governance-policies.

31. QUALITY PROCESSES:

Your Company remains steadfast in its commitment to delivering products of the highest quality that meet and exceed customer expectations. The Company follows a robust quality management system that is integrated across all levels of operations - from procurement of raw materials to manufacturing, packaging, and distribution.

To ensure consistency and compliance with food safety standards, the Company adheres to internationally recognized certifications such as FSSAI, FSSC 22000 Version 6 (Food Safety System Certification) and HACCP (Hazard Analysis and Critical Control Points).

Regular audits, both internal and external, are conducted to assess process efficiency, hygiene practices, and adherence to regulatory requirements.

During Financial Year 24-25, the Company undertook several initiatives to strengthen its quality framework:

• Enhanced automation in quality control systems to minimize human error and improve precision.

• Implementation of real-time monitoring mechanisms across production lines.

• Continuous training programs for employees to reinforce quality consciousness and safety standards.

• Strategic collaboration with suppliers to ensure consistent sourcing of high-grade raw materials.

Customer feedback and market research are regularly reviewed to drive process improvements and product innovation. The Company also benchmarks its practices against industry leaders to maintain a competitive edge in quality standards.

Gopal Snacks believes that a strong quality culture not only ensures customer satisfaction but also contributes significantly to operational efficiency, brand reputation, and long-term sustainability

32. 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 nationwide trading terminals. Annual listing fees for the financial year 2025-26 has been duly paid to the BSE Limited and National Stock Exchange of India Ltd.

33. 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 made thereunder.

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 made 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. Following is a summary of sexual harassment complaints received and disposed off during the year under review: • No. of sexual harassment complaints received: NIL • No. of sexual harassment complaints disposed off: NIL • No. of sexual harassment complaints pending beyond 90 days: NIL

34. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961:

The Company has complied with the provisions of the Maternity Benefit Act, 1961, as amended, and ensures that all eligible women employees are extended the benefits and protections mandated under the Act, including paid maternity leave and other entitlements. The Company also promotes a gender-inclusive workplace and is committed to supporting the health and well-being of women employees through appropriate workplace policies and practices.

35. HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

Human resources have a significant impact on the company'slong-term growth as an industry leader in the FMCG sector. The Company has a workforce of 3049 employees as on March 31, 2025, with people from different social, economic and geographic backgrounds.These include 757 female, 2292 male and 0 transgender employees. 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 the Company 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.

36. 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.

37. 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 Scheme 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 have 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.

7. The Company has not bought back any of its securities during the Financial Year ended March 31, 2025.

38. CAUTIONARY STATEMENT:

Statements in the Board's Report and the Management Discussion & Analysis Report 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 operations 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.

39. 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 record 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.