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 approxi¬
mately 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 demonstrat¬
ed 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 Compan
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 reimburse¬
ments. 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-gov-
ernance-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 responsi¬
bilities to prevent unauthorizedtransactions.

• Authorization and Approval Processes: Stringentapproval
mechanisms for financial transactionsand capital expendi¬
tures

• 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

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

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

• 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 competen¬
cies 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-appoint¬
ment 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 gover¬
nance, 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 recommenda¬
tions made by the Committees.

For detailed insights into the various Committees constitut¬
ed 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 require¬
ments 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 Compa¬
nies 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 transpar¬
ency 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, mismanage¬
ment 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 Chair¬
man 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. AUDITORS AND AUDITORS REPO RT:

A. STATUTORY AUDITOR:

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 applica¬
ble 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 sugges¬
tions 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 qualifica¬
tions 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 Compa¬
nies 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-gover-
nance-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 adher¬
ence 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 harass¬
ment 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 harass¬
ment 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 legisla¬
tive requirements, requirements of our licenses, approv¬
als, 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 regula¬
tions, 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 depart¬
ments, 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.