Directors Report of Prataap Snacks Ltd.

Mar 31, 2025

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

FINANCIAL HIGHLIGHTS AND STATE OF
COMPANY''S AFFAIRS

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

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

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

The Financial performance of the Company is as under:

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

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

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

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

Particulars	March 31, 2025	March 31, 2024
Revenue from operations	1,70,770.42	1,61,793.12
Exceptional item	2,540.72	95.91
Profit/(Loss) before tax	(4,305.49)	7,645.28
Less: Current tax	-	(1,403.83)
(Less)/Add: Deferred tax (including minimum alternate tax)	878.04	(929.19)
Add: Tax adjustments in respect of earlier years	-	-
Net Profit/(loss) after tax	(3,427.45)	5,312.26
Other Comprehensive income/(loss)	(40.28)	24.75
Total comprehensive income for the year	(3,467.73)	5,337.01
Surplus brought forward	29,681.13	24,540.99
Add: ESAR lapsed during the year	30.01	41.72
Less: Amount utilized towards payment of dividend (including dividend distribution tax)	(477.47)	(238.60)
Surplus carried forward	25,765.93	29,681.13

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

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, Mr. V.T. Bharadwaj (DIN:
02918495) has completed his first term of five (5)
consecutive years as an Independent Director of the
Company on June 30, 2024. Considering his knowledge,
expertise in the areas of management, investments,
corporate governance and other discipline related to
Company''s business, experience of Food & Beverages
industry, performance evaluation and the contribution
made by him during his tenure as an Independent
Director, the Nomination and Remuneration Committee

and the Board of Directors of the Company at their
Meeting held on May 20, 2024 recommended his
re-appointment as an Independent Director of the
Company, not liable to retire by rotation, for a second
term of five (5) consecutive years with effect from July

1, 2024 to June 30, 2029. Subsequently, the members
of the Company by way of special resolution passed
through Postal Ballot on June 28, 2024, approved the reÂ¬
appointment of Mr. V.T. Bharadwaj as an Independent
Director of the Company, not liable to retire by rotation,
for a second term of five (5) consecutive years with effect
from July 1, 2024 to June 30, 2029.

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

2, 2024 approved and recommended the appointment
of Mrs. Venu Vashista (DIN: 09006358) as an Additional
Director (Non - Executive, Independent Director) on the
Board of Directors of the Company, for a first term of five
(5) consecutive years with effect from July 3, 2024 to July
2, 2029, not liable to retire by rotation. Subsequently, the
members of the Company by way of special resolution
passed in the 15^th Annual General Meeting of the Company
have approved the appointment of Mrs. Vashista as a
Non- Executive, Independent Director of the Company
with effect from July 3, 2024 to July 2, 2029.

In accordance with the provisions of Section 152 of the
Companies Act, 2013 and the Company''s Articles of
Association, Mr. Arvind Mehta (DIN: 00215183), Director
will retire by rotation at the ensuing 16^th Annual General
Meeting and being eligible, has offered himself for reÂ¬
appointment as a Director of the Company. The Board
recommends his re-appointment for the consideration
of the members of the Company at the ensuing 16^thAnnual General Meeting of the Company.

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

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

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

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

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

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

1. Mr. Amit Kumat - CEO & Managing Director

2. Mr. Sumit Sharma - Chief Financial Officer

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

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

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

UPDATE ON OPEN OFFER AND STRATEGIC
SHAREHOLDING TRANSACTION

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

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

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

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

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

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

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

DECLARATION AND PAYMENT OF DIVIDEND

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

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

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

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

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

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

RESERVES

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

SHARE CAPITAL

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

â¢ Authorised Share Capital: '' 2,675.00 lakhs

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

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

EMPLOYEE STOCK APPRECIATION RIGHTS
(ESAR) PLAN

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

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

Disclosures pursuant to Regulation 14 of the SEBI (Share
Based Employee Benefits and Sweat Equity) Regulations,
2021, and Section 62(1)(b) of the Companies Act, 2013
read with Rule 12(9) of the Companies (Share Capital
and Debentures) Rules, 2014, have been provided in
Annexure-I, which forms an integral part of this Board''s
Report. These disclosures are also made available on the
Company''s website at: www.yellowdiamond.in

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

SUBSIDIARY COMPANIES

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

DEPOSITS

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

CORPORATE GOVERNANCE

Pursuant to Regulation 34 read with Para B and C of
Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Management

Discussion and Analysis, Report on Corporate
Governance and Practicing Company Secretary''s
certificate regarding the compliance of conditions of
Corporate Governance and Business Responsibility and
Sustainability Report form part of Annual Report 2024-25
("Annual Report").

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

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

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

The latest version of the CSR Policy is available on the
Company''s website and can be accessed at the following
web link: https://www.yellowdiamond.in/wp-content/
uploads/2024/09/CSR-Policy-Prataap-Snacks-1.pdf.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

(a) in the preparation of the annual financial statements
for the year ended March 31, 2025, the applicable
accounting standards read with requirements set
out under Schedule III to the Companies Act, 2013,
have been followed alongwith proper explanation
relating to material departures, if any;

the Company as at March 31, 2025 and the profit and
loss of the Company for the year ended on that date;

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

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

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

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

RISK MANAGEMENT AND ADEQUACY OF
INTERNAL FINANCIAL CONTROLS

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

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

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

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

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

HUMAN RESOURCE

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

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

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

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

MEETINGS OF BOARD AND COMPOSITION OF
COMMITTEES

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

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

PERFORMANCE EVALUATION OF BOARD,
COMMITTEES AND DIRECTORS

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

SELECTION AND APPOINTMENT OF DIRECTORS
AND THEIR REMUNERATION

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

The Nomination and Remuneration Policy of the
Company has been amended from time to time in
line with applicable provisions of the Companies
Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. During the year under
review, the Board of Directors in its meeting held on
January 27, 2025 has amended the Nomination and
Remuneration Policy in line with the provisions of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 as amended by SEBI (Listing
Obligations and Disclosure Requirements) (Third
amendment) Regulations, 2024. The salient features of
the Nomination and Remuneration Policy are stated in
the Report on Corporate Governance, which forms part
of the Annual Report. The Nomination and Remuneration
Policy is uploaded on the website of the Company and
the web link of the same is https://www.yellowdiamond.
in/wp-content/uploads/2024/09/Nomination-and-
Remuneration-Policy.pdf.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

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

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

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

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

The Whistle Blower Policy is available on the Company''s
website at the following link https://www.yellowdiamond.
in/wp-content/uploads/2024/09/Vigil-Mechanism-
Whistle-Blower-Policy.pdf.

AUDITOR

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

AUDITOR''S REPORT

The Auditor''s Report on the financial statements of the
Company forms part of the Annual Report. There is
no other remark or qualification or adverse clause in
the Auditor''s Report, which calls for any comment or
explanation. During the year under review, the Auditor
have not reported any matter under Section 143(12) of
the Companies Act, 2013, therefore, no detail is required
to be disclosed pursuant to Section 134(3)(ca) of the
Companies Act, 2013.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
M/s. Ritesh Gupta & Co., Company Secretaries in practice
was appointed to undertake the secretarial audit of the
Company for the financial year ended March 31, 2025.
The Report of the Secretarial Auditor for the financial year
ended March 31, 2025 is given in Annexure-III, which is
annexed hereto and forms part of the Board''s Report.
No qualification or observation or adverse remark have
been made by Secretarial Audit in the Secretarial Audit
Report, which calls for any comment or explanation.

INTERNAL AUDITOR

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

COST AUDITOR

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

COMPLIANCE WITH SECRETARIAL STANDARDS

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

CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES

all related party transactions were placed in the Audit
Committee meeting for approval. Further, prior omnibus
approval of the Audit Committee has obtained on an
annual basis, for a financial year, for the transactions,
which are of foreseen and repetitive in nature. The
statement giving details of related party transactions
entered into pursuant to the omnibus approval were
placed before the Audit Committee for its review. Details
of related party transactions are provided in the financial
statements and hence not repeated herein for the sake
of brevity.

The Company has formulated a Policy on materiality of
related party transactions and dealing with related party
transactions, which is available on the website of the
Company and can be accessed through web link https://
www.yRllowdiamond.in/wp-content/uploads/2024/09/
Policy-on-Materiality-of-Related-Party-Transactions-
and-on-DRaling-with-RRlatRd-Party-TransactionsÂ¦pdfÂ¦

LOANS, GUARANTEES AND INVESTMENTS

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

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

As required under Section 197(12) of the Companies Act,
2013 read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
the statement of disclosure of remuneration and such
other details as prescribed therein is given in Annexure-
IV, which is annexed hereto and forms part of the
Board''s Report.

INVESTOR EDUCATION AND PROTECTION FUND

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

PARTICULARS OF EMPLOYEES

The statement of particulars of employees pursuant
to Section 197 of the Companies Act, 2013 read with
Rule 5(2) and (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is

given in Annexure-IV, which is annexed hereto and forms
part of the Board''s Report.

ANNUAL RETURN

In compliance with the provisions of Section 92 of the
Companies Act, 2013, the Annual Return of the Company
for the financial year ended March 31, 2025 has been
uploaded on the website of the Company and the
web link of the same is https://www.yellowdiamond.in/
investor-relations/annual-returns/

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

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

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

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

GENERAL

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

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

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

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

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

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

6. Revision of the previous year''s financial statements.

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

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

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

ACKNOWLEDGEMENT

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

Yours faithfully,

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

Arvind Mehta Amit Kumat

Chairman and Executive Director Managing Director and Chief Executive Officer

DIN: 00215183 DIN: 02663687

Place: Indore
Date: May 5, 2025

Mar 31, 2024

('' in lakhs)
Particulars	31^st March 2024	31^st March 2023
Revenue from operations	1,61,793.12	1,65,293.22
Exceptional item*	95.91	-
Profit/(Loss) before tax	7,645.28	151.28
Less: Current tax	(1,403.83)	(85.65)
(Less)/Add: Deferred tax (including minimum alternate tax)	(929.19)	30.10
Add: Tax adjustments in respect of earlier years	-	1,935.45
Net Profit after tax	5,312.26	2,031.18
Other Comprehensive income/(loss)	24.75	47.97
Total comprehensive income for the year	5,337.01	2,079.15
Surplus brought forward	24,540.99	22,467.96
Add: ESAR lapsed during the year	41.72	111.16
Less: Amount utilised towards payment of dividend (including dividend distribution tax)	(238.60)	(117.27)
Surplus carried forward	29,681.13	24,540.99
*Loss by fire at one of Companyâs co-manufacturing plant in Kolkata.

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

FINANCIAL HIGHLIGHTS AND STATE OF COMPANY''S AFFAIRS

In the backdrop of a challenging macro environment and continued inflationary pressures impacting consumption trends, the revenue from operations of the Company decreased to

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

'' 1,61,793.12 lakhs compared to '' 1,65,293.22 lakhs in the previous year, registering a decline of 2.12% majorly due to subdued demand and severe competition by small players gaining market shares. The Company reported its highest ever annual EBITDA of '' 14,099.09 lakhs in financial year 2023-24. Net profit after tax increased to '' 5,312.26 lakhs compared to '' 2,031.18 lakhs in the previous year, primarily due to process improvement, optimization in certain cost and reduction in few key raw material pricing. The financial performance of the Company is as under: loan to trust (including interest) appearing in the standalone financial statements of the Company was eliminated.

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

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

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

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

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

RESTATEMENT OF FINANCIAL STATEMENTS

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

DIVIDEND

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

RESERVES

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

SHARE CAPITAL

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

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

EMPLOYEE STOCK APPRECIATION RIGHTS (ESAR) PLAN

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

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

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

DEPOSITS

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

CORPORATE GOVERNANCE

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

RISK MANAGEMENT AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS

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

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

The purpose of the ERM Policy is to institutionalise a formal risk management function and framework in the Company for

identifying, assessing, monitoring and managing its business risk including any material changes to its risk profile.

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

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

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

HUMAN RESOURCE

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

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

DIRECTORS

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

Mr. V.T. Bharadwaj (DIN: 02918495) has completed his first term of five (5) consecutive years as an Independent Director of the Company on 30^th June, 2024. Considering his knowledge, expertise in the areas of management, investments, corporate governance and other discipline related to Company''s business, experience of Food & Beverages industry, performance evaluation and the contribution made by him during his tenure as an Independent Director, the Nomination and Remuneration Committee and the Board of Directors of the Company in its Meeting held on 20^th May, 2024 recommended his re-appointment as an Independent Director of the Company,

not liable to retire by rotation, for a second term of five (5) consecutive years with effect from 1^st July, 2024 to 30^th June, 2029. Subsequently, the members of the Company by way of special resolution passed through Postal Ballot on 28^th June, 2024, approved the re-appointment of Mr. V.T. Bharadwaj as an Independent Director of the Company, not liable to retire by rotation, for a second term of five (5) consecutive years with effect from 1^st July, 2024 to 30^th June, 2029.

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

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

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

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

KEY MANAGERIAL PERSONNEL

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

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

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

DECLARATION BY INDEPENDENT DIRECTORS

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

MEETINGS OF BOARD AND COMPOSITION OF COMMITTEES

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

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

PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

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

SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION

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

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

VIGIL MECHANISM/WHISTLE BLOWER POLICY

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

AUDITOR

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

AUDITOR''S REPORT

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

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

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

Board of Directors'' comments:

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

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

SECRETARIAL AUDITOR

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

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

Board of Directors'' comments:

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

INTERNAL AUDITOR

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

COST AUDITOR

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

COMPLIANCE WITH SECRETARIAL STANDARDS

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

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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

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

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE

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

LOANS, GUARANTEES AND INVESTMENTS

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

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

As required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement of disclosure of remuneration and such other details as prescribed therein is given in Annexure-IV, which is annexed hereto and forms part of the Board''s Report.

PARTICULARS OF EMPLOYEES

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

ANNUAL RETURN

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

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

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

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

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

GENERAL

During the year under review, there were no transactions or events

with respect to the following, hence no disclosure or reporting:

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

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

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

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

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

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

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

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

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

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

Mar 31, 2022

Your Board of Directors (''Board'') is pleased to present the 13^thBoard''s Report of Prataap Snacks Limited (''Prataap'' or ''the Company'') for the financial year ended 31^st March, 2022.

financial highlights and state of company''s affairs

In the backdrop of a challenging macro environment, the standalone revenue from operations of the Company increased to '' 1,22,336.80 lakhs compared to '' 1,01,037.57 lakhs in the previous year, registering a growth of 21.08%. The addition of new retail outlets to our distribution network coupled with enhanced reach of the existing distribution network on the back of initiatives like tele-calling have positively contributed to volumes.

Net profit after tax decreased to '' 925.17 lakhs from '' 2,086.08 lakhs of the previous year, representing a decline of 55.65% primarily due to sharp inflation in palm oil prices and packaging material prices and loss incurred due to fire at the Kolkata unit. The effects of inflation in inputs were largely offset by the various cost optimisation initiatives, gradual implementation of the direct distribution model, grammage rationalisation and higher price realisation. The consolidated revenue from operations of the Company increased to '' 1,39,661.93 lakhs compared to '' 1,17,108.88 lakhs in the previous year, registering a growth of 19.26%. Net profit after tax decreased to '' 290.90 lakhs from '' 1,415.59 lakhs of the previous year, representing a decline of 79.45%. The financial performance of the Company on standalone and consolidated basis is as under:

('' in lakhs)
Particulars	Standalone		Consolidated
	31^st March 2022	31^st March 2021	31^st March 2022	31^st March 2021
Revenue from operations	1,22,336.80	1,01,037.57	1,39,661.93	1,17,108.88
Exceptional item*	1,393.76	-	1,393.76	-
Profit/(Loss) before tax	609.42	1,989.89	(238.94)	1,107.10
Less: Current tax	(164.07)	(393.37)	(205.28)	(408.70)
Add: Deferred tax (including MAT)	479.82	489.56	735.12	717.19
Less: Re-measurement of deferred tax on account of new tax regime	-	-	-	-
Net Profit after tax	925.17	2,086.08	290.90	1,415.59
Other Comprehensive income/(loss)	15.89	2.04	23.11	17.46
Total comprehensive income for the year	941.06	2,088.12	314.01	1,433.05
Surplus brought forward	21,310.13	19,456.55	22,271.22	21,072.69
Less: Amount utilised towards payment of dividend (including dividend distribution tax)	(117.27)	(234.53)	(117.27)	(234.53)
Surplus carried forward	22,133.92	21,310.13	22,467.96	22,271.22
*Loss by fire at Kolkata Unit.

During the year under review, your Company has received approval under Production Linked Incentive (PLI) Scheme of Government of India under Ready to Cook/Ready to Eat (RTC/ RTE) segment. All the products of your Company are covered under the PLI Scheme except Potato Chips. The incentive will be payable on incremental sales of eligible products over the base year sales. The base year for calculating the PLI benefit on incremental sales is FY 2019-20 for the first 4 years and FY 202122 and FY 2022-23 for the fifth and sixth years respectively. For FY 2021-22 to FY 2024-25, the incentive rate for eligible products is 7.5% on the incremental sales over base year sales. The incentive rate for FY 2025-26 and FY 2026-27 is 6.75% and 6.00% respectively on the incremental sales over base year sales.

The incentives are subject to terms and conditions as approved by the Competent Authority from time to time.

During the year under review, operational challenges remained with palm oil prices, as the prices remained elevated. In addition, there was a notable increase in the prices of laminates, which is a key raw material for our packaging process. Our cost optimisation programmes, improvement in price realisation and implementation of the Direct Distribution Model has enabled us to mitigate the inflationary cost pressures to a large extent.

Your Company has compressed the distribution network by adopting the Direct Distribution Model, which has optimised

the distribution costs and enhanced the margins. Further, your Company has actively undertaken tele-calling initiative in select market, which helped the Company to enhance the efficacy of its distribution network resulting in better coverage of territories and leading to higher volumes. Your Company has plan of steadily extending it to additional geographies.

dividend

After considering the Company''s profitability, cash flow and overall financial performance, the Board of Directors of the Company is pleased to recommend a dividend of INR 0.50 per equity share of face value of '' 5/- each (i.e. 10%) for the financial year ended 31^st March, 2022. Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Dividend Distribution Policy of the Company has been disclosed on the website of the Company and the web link of the same is http://www.yellowdiamond.in/wp-content/uploads/2018/05/ Dividend-Distribution-Policy-31st-May.pdf

reserves

For the financial year ended 31^st March, 2022, no amount has been proposed to carry to General Reserve. However, '' 925.17 lakhs has been taken to surplus in the Statement of profit and loss.

share capital

During the year under review, there is no change in the authorised, issued, subscribed and paid-up equity share capital of the Company. As on 31^st March, 2022, the authorised share capital is '' 1,600.00 lakhs and issued, subscribed and paid-up equity share capital is '' 1,172.65 lakhs.

employee stock appreciation rights (esar) plan

The Company has framed Prataap Employees Stock Appreciation Rights Plan 2018 ("ESARP 2018") pursuant to the applicable provisions of the Companies Act, 2013 and the Rules made thereunder and the SEBI (Share Based Employee Benefits) Regulations, 2014. During the year under review, the Company has granted 59,800 Employee Stock Appreciation Rights to the eligible employee of the Company. There was no change in the ESARP 2018 during the year under review. The disclosure pursuant to Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and Section 62(1)

(b) of the Companies Act, 2013 read with Rule 12(9) of the Companies (Share Capital And Debentures) Rules, 2014 is given in Annexure-I, which is annexed hereto and forms part of the Board''s Report and also disclosed on the website of the Company and can be accessed at https://www.yellowdiamond.in/wp-content/uploads/2022/06/Disclosure-of-ESARs-31.03.2022-2. pdf. The ESARP 2018 is in compliance with applicable provisions of the Companies Act, 2013 and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

deposits

corporate governance

Pursuant to Regulation 34 read with Para B and C of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis, Report on Corporate Governance and Practicing Company Secretary''s certificate regarding the compliance of conditions of Corporate Governance and Business Responsibility Report forms part of Annual Report 2021-22 ("Annual Report").

corporate social responsibility (csr)

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

directors'' responsibility statement

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

(a) in the preparation of the annual financial statements for the year ended 31^st March, 2022, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013, have been followed alongwith proper explanation relating to material departures, if any;

(b) the Directors had selected such accounting policies and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give a

true and fair view of the state of affairs of the Company as at 31^st March, 2022 and the profit and loss of the Company for the year ended on that date;

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

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

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

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

risk management and adequacy of internal financial controls

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

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

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

Indian Accounting Standards, the Companies Act, 2013 and Rules made thereunder and all other applicable regulatory/ statutory guidelines etc.

human resource

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

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

directors

Your Board in its meeting held on 20^th May, 2022 has appointed Mr. Bharat Singh (DIN: 08222884) as an Alternate Director (NonExecutive, Nominee Director) for Mr. G.V Ravishankar (DIN: 02604007), Non-Executive, Nominee Director of the Company. Mr. Bharat Singh shall hold office as such upto the tenure of Mr. G.V. Ravishankar or till the time he returns to India, whichever is earlier.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company''s Articles of Association, Mr. G.V Ravishankar (DIN: 02604007), Director will retire by rotation at the ensuing 13^th Annual General Meeting and being eligible, has offered himself for re-appointment as a Director of the Company. The Board recommends his re-appointment for the consideration of the members of the Company at the ensuing 13^th Annual General Meeting of the Company.

The brief resume and other information/details of Mr. G.V Ravishankar seeking re-appointment, as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 1.2.5 of the Secretarial Standard on General Meetings (SS-2) are given in the Notice of the ensuing 13^th Annual General Meeting, which forms part of the Annual Report.

key managerial personnel

Mr. Arvind Mehta, Chairman and Executive Director, Mr. Amit Kumat, Managing Director and Chief Executive Officer, Mr. Apoorva Kumat,

Executive Director (Operations), Mr. Sumit Sharma, Chief Financial Officer and Mr. Om Prakash Pandey, Company Secretary and Compliance Officer are the key managerial personnel of the Company. During the year under review, there was no change in the key managerial personnel of the Company.

declaration by independent directors

All the Independent Directors of your Company viz. Mrs. Anisha Motwani (DIN: 06943493), Mr. Vineet Kumar Kapila (DIN: 00056582), Mr. Chetan Kumar Mathur (DIN: 00437558) and Mr. V.T. Bharadwaj (DIN: 02918495) have individually given a declaration pursuant to Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 affirming compliance to the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Rules made thereunder and Regulation 16(1 )(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Based on the declarations received from the Independent Directors, the Board of Directors recorded its opinion that all the Independent Directors are independent of the management and have fulfilled the conditions as specified under the governing provisions of the Companies Act, 2013 Rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

meetings of board and composition of committees

During the financial year ended 31^st March, 2022, five (5) Board meetings were held on 28^th May, 2021, 03^rd August, 2021, 29^th September, 2021, 1 1^th November, 2021 and 04^th February, 2022.

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

performance evaluation of board, committees and directors

Pursuant to the provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Guidance Note on Board evaluation issued by SEBI, the Board of Directors of your Company carried out a formal annual evaluation of its own performance and of its committees and individual directors. The process was conducted by allowing the Board to engage in candid discussions with each Director with

the underlying objective of taking best possible decisions in the interest of the Company and its stakeholders. The Directors were individually evaluated through a structured questionnaire to ascertain feedback on parameters which, inter alia, comprised of level of engagement, their contribution to strategic planning and other criteria based on performance and personal attributes of the Directors. During the process of evaluation, the performance of the Board was evaluated by the Board after seeking inputs from all the Directors. The performance of the committees was evaluated by the Board after seeking inputs from the respective Committee members on the basis of the criteria such as the composition of committees effectiveness of the committees, structure of the committees and meetings, contribution of the committees etc. The Board evaluated the performance of the individual directors based on the criteria as per aforesaid Guidance Note of SEBI and evaluation criteria framed by the Nomination and Remuneration Committee. A statement regarding the form and way in which the formal annual performance evaluation has been made by the Board of Directors is given in the Report on Corporate Governance, which forms part of the Annual Report.

selection and appointment of directors and their remuneration

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

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

vigil mechanism/whistle blower policy

auditor

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

auditor''s report

The Auditor''s Report on the financial statements of the Company forms part of the Annual Report. There is no qualification, reservation or adverse remark in the Auditor''s Report, which calls for any comment or explanation. Further, during the year under review, the Auditor have not reported any matter under Section 143(12) of the Companies Act, 2013, therefore, no detail is required to be disclosed pursuant to Section 134(3)(ca) of the Companies Act, 2013.

secretarial auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s Ritesh Gupta & Co., Company Secretaries in practice was appointed to undertake the secretarial audit of the Company for the financial year ended 31^st March, 2022. The Report of the Secretarial Auditor for the financial year ended 31^st March, 2022 is given in Annexure-III, which is annexed hereto and forms part of the Board''s Report. No qualification, observation or adverse remark have been made by Secretarial Auditor in the Secretarial Audit Report, which calls for any comment or explanation.

internal auditor

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

cost auditor

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

compliance with secretarial standards

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

contracts or arrangements with related parties

All related party transactions that were entered into by the Company during the financial year under review were on arm''s length basis and in the ordinary course of business. Further, during the year under review, no material related party transactions were entered into by the Company with the related parties. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is not applicable. All related party transactions are placed before the meetings of Audit Committee for its approval. Further, prior omnibus approval of the Audit Committee is obtained on an annual basis, for a financial year, for the transactions which are of foreseen and repetitive in nature. The statement giving details of related party transactions entered into pursuant to the omnibus approval are placed before the Audit Committee for review and updation on quarterly basis. Details of related party transactions are provided in the financial statements and hence not repeated herein for the sake of brevity.

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

subsidiary, associate and joint venture

As on 31^st March, 2022, your Company has two subsidiaries, viz. Avadh Snacks Private Limited (Avadh) and Red Rotopack Private Limited (Red Rotopack). Your Company does not have any associate or joint venture. Avadh is engaged in the manufacturing and selling of branded packaged snacks under brand name "Avadh". Avadh has a well-diversified and strong product portfolio of namkeens like bhujia, chevda, fafda, gathiya etc. and extruded pellets like wheels, cups, pasta etc.

with strong presence in the state of Gujarat and expanding to Maharashtra, Rajasthan and Uttar Pradesh. Red Rotopack has been incorporated for a backward integration to manufacture and supply packaging material for Avadh''s products.

During the year under review, Avadh has achieved sustained growth in business with higher revenue as compared to last financial year. There was no production of laminates, the packaging material, which is manufactured by Red Rotopack and used by Avadh for its products as the same is available at competitive rates in the market.

A statement containing the salient features of the financial statements of subsidiaries as prescribed under the first proviso to sub-section (3) of Section 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 is attached with the financial statements. The particulars of the financial performance of the aforesaid subsidiaries are provided as part of the consolidated financial statements and hence not repeated herein for the sake of brevity.

During the year under review, the Board of your Company has approved the Scheme of Amalgamation of Avadh (Transferor Company 1) and Red Rotopack (Transferor Company 2) with Prataap (Transferee Company) and their respective shareholders and creditors. The Company has filed the necessary application before the National Company Law Tribunal, Indore Bench. The amalgamation is under process.

consolidated financial statements

In accordance with the applicable provisions of the Companies Act, 2013 and Rules made thereunder read with Indian Accounting Standards specified under the Companies (Indian Accounting Standards) Rules, 2015, the consolidated financial statements of the Company as at and for the year ended 31^st March, 2022, forms part of the Annual Report.

loans, guarantees and investments

The particulars of loans, guarantees and investments pursuant to Section 186 of the Companies Act, 2013 have been disclosed in the financial statements read together with notes annexed thereto and forms an integral part of the financial statements and hence not repeated herein for the sake of brevity.

disclosure of ratio of remuneration of directors and key managerial personnel etc.

As required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement of disclosure of remuneration and such other details as prescribed therein is given in Annexure-IV, which is annexed hereto and forms part of the Board''s Report.

particulars of employees

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

annual return

In compliance with the provisions of Section 92 of the Companies Act, 2013, the Annual Return of the Company for the financial year ended 31^st March, 2022 has been uploaded on the website of the Company and the web link of the same is https://www.yellowdiamond.in/wp-content/uploads/2022/06/ Annual-Return_2021-22.pdf

conservation of energy, technology absorption and foreign exchange earnings and outgo

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

internal complaints committee under the sexual harassment of women at workplace (prevention, prohibition and redressal) act,

2013

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

general

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

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

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

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

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

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

6. Revision of the previous year''s financial statements.

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

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

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

acknowledgement

The Board desires to place on record its grateful appreciation

for continued co-operation received from the banks, financial

institutions, government, customers, vendors, shareholders and

other stakeholders during the year under review. The Board also wish to place on record its deep sense of appreciation to all the employees of the Company for their unstinted dedication, commitment and continued contribution in the performance of the Company during ongoing pandemic time. Your Board look forward for their continued support in future.

Yours faithfully,

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

Amit Kumat Apoorva Kumat

Managing Director and Chief Executive Officer Executive Director DIN: 02663687 (Operations)

DIN: 02630764

Place: Indore Date: 20^th May, 2022

Mar 31, 2018

To the Members,

The Board of Directors (âBoardâ) is pleased to present the 9th Board Report of Prataap Snacks Limited (âPrataapâ or âthe Companyâ or âyour Companyâ), for the financial year ended March 31, 2018 (âthe year under reviewâ or âthe yearâ or âFY18â).

In compliance with the applicable provisions of Companies Act, 2013, (including any statutory modification(s) or re-enactment(s) thereof, for time being in force) (âthe Actâ) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âthe SEBI Regulationsâ), this report covers the financial results and other developments during the financial year April 01, 2017 to March 31, 2018 and upto the date of the Board meeting held on August 7, 2018 to approve this report, in respect of Prataap and Prataap Consolidated comprising Prataap, its subsidiary and trust. The consolidated entity has been referred to as âPrataap Groupâ or âYour Groupâ or âthe Groupâ in this report.

FINANCIAL HIGHLIGHTS

The Company reports a successful performance during the year. The consolidated income from operations of the Company increased to Rs.103,772.69 Lakhs compared to Rs.89,81 1.30 Lakhs in the previous year, registering a growth of 15.55%. Net profit after tax increased to Rs.4,417.73 Lakhs from Rs.2,057.72 Lakhs representing a growth of 114.69%. The standalone income from operations of the Company increased to Rs.103,091.86 Lakhs compared to Rs.89,811.30 Lakhs in the previous year, registering a growth of 14.79%. Net profit after tax increased to Rs.4,878.25 Lakhs from Rs.2,175.73 Lakhs representing a growth of 124.21%.

The financial performance of the Company for the year is given in the table below:

(Rs. in lakhs)

Particular	Consolidated		Standalone
	2017-18	2016-17	2017-18	2016-17
Revenue from Operations	103,772.69	89,811.30	103,091.86	89,811.30
Profit Before Tax	6,166.06	1485.81	6,779.50	1,627.60
Less: Provision for Tax	1,529.89	341.96	1,526.82	341.96
Less: Deferred Tax	218.44	(913.87)	374.43	(890.09)
Net Profit after tax	4,417.73	2,057.72	4,878.25	2,175.73
Other Comprehensive Income	6.78	(24.50)	5.75	(24.50)
Surplus brought forward	8,061.97	6,028.75	8,699.28	6,548.05
Surplus carried forward	12,486.48	8,061.97	13,583.28	8,699.28

There has been no change in the nature of business of the Company.

INITIAL PUBLIC OFFERING

The directors are pleased to inform that the Initial Public Offer (âthe IPOâ) of 51,37,966 Equity Shares of face value of Rs.5/-(Rupee Five Only) consisting of Fresh issue of 21,32,196 Equity shares and Offer for sale of 30,05,770 Equity shares by way of book building process, received an overwhelming response from the investors. The Issue was opened on September 22, 2017 and closed on September 26, 2017.The issue was oversubscribed by 47.39 times, with QIB portion getting oversubscribed by 76.89 times, non-institutional portion by 101.15 times, the retail portion by 8.48 times and the employee portion by 1.50 times.

The Equity Shares offered through the IPO was at an Issue price of Rs.938 per Equity Share with an Employee Discount of Rs.90/- per Equity Share to the Eligible Employees Bidding in the Employee Reservation Portion.

The trading of equity shares of the Company commenced on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) on October 5, 2017.

UTILISATION OF IPO PROCEEDS

The proceeds of the funds raised through IPO by the Company are being utilized as per the Objects of the Issue. The disclosure compliance with the Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter refer to as âthe Listing Regulationsâ) is as under:

Amount in Rs. lakhs

Sr. No.	Particulars	Planned utilization	Utilised upto March 31, 2018	Unutilised as at March 31, 2018	Deviation (if any)
1.	Repayment/pre-payment of borrowings	5,098.20	3,700.00	1,398.20	Nil
2.	Funding capital expenditure requirements	6,699.80	-	6,699.80	Nil
3.	Investment in subsidiary for repayment/prepayment of borrowing	2,937.00	2,937.00	-	Nil
4.	Marketing and brand building activities	4,000.00	-	4,000.00	Nil
5.	General corporate purposes	5,025.10	3,200.00	1,825.10	Nil
	Total	23,760.10	9,837.00	13,923.10

There has been no deviation in the utilization of the IPO proceeds by the Company. The unutilized IPO proceeds as on March 31, 2018, were invested in deposits with scheduled commercial banks.

DIVIDEND

Your directors are pleased to recommend a dividend at the rate of 20% i.e. Rs.1 (One) per equity share of face value of Rs.5 (Five).

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, top five hundred listed entities based on market capitalization are required to formulate a Dividend Distribution Policy. The Board has approved and adopted the Dividend Distribution Policy given in âAnnexure Iâ, the policy is also available on the Companyâs Website viz. www.yellowdiamond.in.

RESERVES

For the financial year ended March 31, 2018, the Company do not propose to carry any amount to General Reserve Account, however Rs.4878.45 Lakhs has been taken to surplus in the statement of profit and loss.

CHANGES IN SHARE CAPITAL

a) Authorised share Capital

During the year the authorised share capital was change from 5,00,00,000 Equity share of â1/- each and 15,504, 0.001% Compulsorily Convertible Preference Shares (âCCPSâ) of â100 to 3,00,00,000 Equity shares of â5/- each.

b) Paid up share Capital

Conversion of CCPS to Equity

During the year 15,504, 0.001% CCPS of Rs.100 were converted into 69,30,240 Equity Shares of Rs.1/- each.

Consolidation

The entire paid up capital was consolidated into 51,96,960 Equity Shares of Rs.5/- each from 2,59,84,800 Equity shares of Rs.1/- each.

Bonus share

During the year under review, your Company issued Bonus shares of 1,55,90,880 equity shares of Rs.5/- to existing shareholders in the ratio of 3 new equity shares of Rs.5/- to holder of 1 equity share of Rs.5/-.

Private Placement

During the year Company has issued 5,33,000 equity shares of Rs.5/- each on private placement basis to shareholders other than existing shareholders.

Initial Public Offer

During the year Company has issued 21,32,196 equity shares of Rs.5/- each in IPO as a fresh issue.

INFORMATION AND DETAILS OF SUBSIDIARY COMPANY:

INFORMATION:

S.	Name	Status of wholly	Date of becoming wholly	Date of ceasing as
No		owned Subsidiary	owned Subsidiary	Subsidiary wholly owned
1.	Pure N Sure Food Bites Private Limited	Indian Company	January 8, 2015	NA

DETAILS:

Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient feature of the financial statement of a wholly owned subsidiary Company is given as âAnnexure IIâ.

Further, the Annual Accounts and related documents of the subsidiary company shall be kept open for inspection at the Registered & Corporate Office of the Company. The Company will also make available copy thereof upon specific request by any Member of the Company interested in obtaining the same. Further, pursuant to Indian Accounting Standard 110 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company in this Annual Report include the financial information of its subsidiary

Further all the necessary details of wholly owned subsidiary are attached herewith in form AOC 1 in âAnnexure IIâ.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of the loans, guarantees and investments covered under the Section 186 of the Act, are given in the notes to the standalone financial statement of the Company

PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the financial year, were in the ordinary course of business and on an armâs length basis.

During the year, the Company had not entered into any contract or arrangement with related parties which could be considered âmaterialâ (i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements entered into individually or taken together with previous transactions during the financial year) according to the policy of the Company on materiality of Related Party Transactions. Accordingly, there are no transactions that are required to be reported in form AOC-2.

However, you may refer to Related Party transactions in Note No.40 of the Standalone Financial Statements.

MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

APPOINTMENTS

The constitution of the Board of Directors is in accordance with Section 149 of the Companies Act and Listing Regulations. Further during the year the company has not appointed any new director.

RETIRE BY ROTATION

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Arvind Mehta (DIN: 00215183), is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible has offered himself for re-appointment. Necessary resolution for his re-appointment is included in the Notice of AGM for seeking approval of Members. The Directors recommended his re-appointment for your approval.

A brief resume and particulars relating to him is given separately as an annexure to the AGM Notice.

KEY MANAGERIAL PERSONNEL

There were no changes in the Key Managerial Personnel during the year.

DECLARATIONS BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section 149 of the Companies Act, 2013 and pursuant to Regulation 25 of the Listing Regulations., that he/she meets the criteria of independence under aforesaid act and regulation.

FAMILIARIZATION PROGRAMME

The Company has conducted familiarization programme for the Independent Directors of the Company covering the matters as specified in Regulation 25(7) of the Listing Regulations. The Company has conducted the programme to familiarize them with their roles, rights and responsibility as Directors, working of your Company, nature of the industry in which your Company operates, business model etc. The details of the familiarization programme are available on the website of the Company at www.yellowdiamond.in

DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

BOARD MEETINGS

The Board of Directors met seven times during the financial year under review. The details of the Board meetings and the attendance of Directors details are provided in the Corporate Governance Report forming part of the Annual Report.

AUDIT COMMITTEE

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

Name of members	Category	Position
Mr. Vineet Kumar Kapila	Independent Director	Chairman
Mr. G.V Ravishankar	Non-Executive / NonIndependent Director	Member
Mrs. Anisha Motwani	Independent Director	Member

The Members of the Audit Committee are financially literate and have requisite accounting and financial management expertise. The terms of reference of the Audit Committee and the particulars of meetings held and attendance details are mentioned in the Corporate Governance Report forming part of the Annual Report.

NOMINATION AND REMUNERATION COMMITTEE

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

The Nomination and Remuneration Committee comprises:

Name of members	Category	Position
Dr. Om Prakash	Independent Director	Chairman
Manchanda
Mr. Vineet Kumar Kapila	Independent Director	Member
Mr. V.T. Bharadwaj	Non-Executive / NonIndependent Director	Member

The terms of reference of the Nomination and Remuneration Committee and the particulars of meetings held and attendance detials are mentioned in the Corporate Governance Report forming part of the Annual Report.

The Company has Nomination and Remuneration Policy, which provides the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees in accordance with the provisions of Section 178 of the Companies Act, 2013. There is no change done in the policy during the financial year under review. Further the policy is available on the Companyâs Website viz. www.yellowdiamond.in

STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee comprises of:

Name of members	Category	Position
Mr. Haresh Ram Chawla	Independent Director	Chairman
Mr. Vineet Kumar Kapila	Independent Director	Member
Mrs. Anisha Motwani	Independent Director	Member
Mr. Arvind Mehta	Executive Director	Member
Mr. V.T. Bharadwaj	Non-Executive / NonIndependent Director	Member

The terms of reference of the Stakeholder Relationship Committee and the particulars of meetings held and attendance details are mentioned in the Corporate Governance Report forming part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

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

The Corporate Social Responsibility Committee comprises of:

Name of members	Category	Position
Mrs. Anisha Motwani	Independent Director	Chairperson
Mr. Haresh Ram Chawla	Independent Director	Member
Mr. Arvind Mehta	Executive Director	Member
Mr. Amit Kumat	Executive Director	Member
Mr. V.T. Bharadwaj	Non-Executive / NonIndependent Director	Member

The terms of reference of the Corporate Social Responsibility Committee and the particulars of meetings held and attendance details are mentioned in the Corporate Governance Report forming part of the Annual Report. The Committee has adopted the Corporate Social Responsibility policy (âCSR Policyâ) which enables company

- to undertake/promote directly or indirectly programmes that benefit the community;

- help fulfil social responsibilities;

- to provide general charities;

- maintain an eco-friendly and harmonious environment. is entrusted with the responsibility of:

The committee has not made any changes in the CSR policy during the year under review. Further the CSR Policy is available on the Companyâs Website viz. www.yellowdiamond.in.

The brief outline of the Companyâs CSR initiatives undertaken during the year under review is disclosed in âAnnexure IIIâ in the format as prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

RISK MANAGEMENT

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

The Risk Management Committee has been entrusted with the responsibility to assist the Board in overseeing and approving the Companyâs enterprise wide risk management framework.

The said Committee comprises of:

Name of members	Category	Position
Dr. Om Prakash Manchanda	Independent Director	Chairman
Mr. Haresh Ram Chawla	Independent Director	Member
Mr. Amit Kumat	Executive Director	Member
Mr. G.V Ravishankar	Non-Executive / NonIndependent Director	Member

The terms of reference of the Risk Management Committee and the particulars of meetings held and attendance details are mentioned in the Corporate Governance Report forming part of the Annual Report.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) & Section 134(5) of the Companies Act, 2013 the board of directors of the Company confirms that:

a. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. The directors had selected such accounting policies and applied them consistently and 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 at the end of the financial year and of the profit and loss of the Company for that period;

c. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The annual accounts have been prepared on a going concern basis;

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

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

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and in accordance with Regulation 22 of the Listing Regulations, the Company had adopted âWhistle Blower Policyâ for Directors and employees to bring to the Companyâs attention, instances of unethical behaviour, actual or suspected incidents of fraud that could adversely impact your Companyâs operations, business performance and / or reputation.

The Policy provides that the Company investigates such incidents, when reported, in an impartial manner and takes appropriate action to ensure that requisite standards of professional and ethical conduct are always upheld. It is your Companyâs Policy to ensure that no employee is victimized or harassed for bringing such incidents to the attention of the Company. The practice of the Whistle Blower Policy is overseen by the Audit Committee and no employee has been denied access to the Committee. The policy is also available on the website of the Company viz www.yellowdiamond.in.

The committee did not receive any complain during the year 2017-18.

ANNUAL EVALUATION OF BOARD PERFORMANCE

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board has carried out annual performance evaluation of its own performance, the Directors individually as well as the evaluation of all Committees of the Board for the year under review.

The performance of the Board as a whole and of its Committees was evaluated by the Board through structured questionnaire, which was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boardâs and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate on parameters such as level of engagement and contribution, independence of judgments, safeguarding the interest of the Company and its minority shareholders etc. the performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Non Independent Directors was carried out by the Independent Directors.

In terms of requirements of Schedule IV of the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on December 13, 2017 to review:

- The performance of Non- Independent Directors (including the Chairperson);

- The performance of the Board as a whole and its Committees thereof, taking into views of Executive and Non-executive Directors: and

- To assess the quality, quantity and timeliness of the flow of information between the Management and the Board.

Performance evaluation of the Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the prescribed format and annexed herewith as âAnnexure IVâ to this report.

Details of employee remuneration as required under provisions of Section 197 of the Companies Act, 2013 and rule 5(2) and rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available at the Registered Office of the Company for inspection and shall be made available to any shareholder on request.

AUDITORS AND AUDITORSâ REPORT

OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED MARCH 31, 2018

The Auditorsâ Report for the financial year ended March 31, 2018 does not contain any qualification, adverse remark or reservation and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

Further a certificate has also been obtained from the Auditors to the effect that the Company is in compliance with the conditions of Foreign Direct Investment for the downstream investment made by the Company in wholly owned subsidiary of the company.

SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED MARCH 31, 2018

The Secretarial Audit Report, pursuant to the provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, was obtained from M/s Ritesh Gupta & Co., Practicing Company Secretaries in Form MR-3 for the financial year 2017-18. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks. The said Report is disclosed under âAnnexure Vâ and forms part to this report.

STATUTORY AUDITORS

At the Annual General Meeting held on August 7, 2014, M/s. SRBC & Co. LLP, Chartered Accountants, Mumbai, (Firm Registration No. 324982E/E300003) were appointed as statutory auditors of the Company to hold office till the conclusion of tenth Annual General Meeting to be held in the calendar year 2019. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification# at every Annual General Meeting. Accordingly, the appointment of M/s. SRBC & Co. LLP, Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

# As per notification dt. May 7, 2018 issued by Ministry of Corporate Affairs, ratification of Statutory Auditor in every Annual General Meeting will not require. As a part of previous shareholderâs approval for appointment of Statutory Auditor of the Company, subject to ratification at every Annual General Meeting, Your Company incorporates ratification of Statutory Auditors as part of notice of this Annual General Meeting only.

INTERNAL AUDITORS

M/s. Grant Thornton India LLP, Chartered Accountants, Mumbai perform the duties of internal auditors of your Company and their report is reviewed by the Audit committee.

COST AUDITORS

Provisions of Section 148 of the Companies Act, 2013 read with Rules made under Companies (Cost Account and Audit) Rules, 2014 were not applicable on the Company. Hence Company has not appointed any Cost Auditor during the year

OTHER DISCLOSURES

Other disclosures as per the provisions of Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are furnished as under:

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT 9 in accordance with Section 92(3) of the Act, read with the Companies (Management and Administration) Rules, 2014, are enclosed as âAnnexure VIâ to this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The particulars as required to be furnished as per the provisions of Section 134(3) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo are disclosed under âAnnexure VIIâ which forms part of this Report.

REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on Corporate Governance is provided together with the Certificate from the statutory auditors confirming compliance of conditions of Corporate Governance as stipulated under the Listing Regulations. Pursuant to the provisions of Regulation 34 read with Schedule V of the Listing Regulations, a report on Management Discussion & Analysis is attached separately, which forms part of this Annual Report.

BUSINESS RESPONSIBILITY REPORT

The Companyâs sustainability initiatives as provided in the Business Responsibility Report are in line with the key principles enunciated in âNational Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Businessâ framed by the Ministry of Corporate Affairs. Pursuant to the provisions of Regulation 34 of the Listing Regulations, the said report is attached separately, which forms part of this Annual Report.

SECRETARIAL STANDARDS COMPLIANCE

During the year under review, the Company has complied with all the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government pursuant to Section 118 of the Companies Act, 2013.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The company has in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the financial year 2017-18, the Company received 2 complaints on sexual harassment and the same were disposed off to the satisfaction of the complainant.

GREEN INITIATIVES

The Company sends the Annual Report to its members in electronic form, whose email addresses are registered with the Company/Depository Participants(s). For members who have not registered email addresses, physical copies are sent in the permitted mode.

In case of any change in your email address, you are requested to please inform the same to your Depository (in case you hold the shares in dematerialized form) or to the Company/RTA (in case you hold the shares in physical form).

HUMAN RESOURCE

People remain the most valuable asset of your Company. Your Company follows a policy of building strong teams of talented professionals. Your Company continues to build on its capabilities in getting the right talent to support different products and geographies and is taking effective steps to retain the talent. It has built an open, transparent and meritocratic culture to nurture this asset.

Your Company recognizes people as its most valuable asset and your Company has kept a sharp focus on Employee Engagement. Your Companyâs Human Resource is in commensurate with the size, nature and operations of your Company. As on March 31, 2018. The Companyâs Industrial Relations continued to be harmonious during the period under review.

GENERAL

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

1. Deposits covered under Chapter V of the Companies Act, 2013;

2. Material changes and/ or commitments that could affect the Companyâs financial position, which have occurred between the end of the financial year of the Company and the date of this report;

3. Significant or material orders passed by the Regulators or Courts or Tribunals, impacting the going concern status and Companyâs operations in future;

4. Non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Companies Act, 2013 read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014;

5. Receipt of any remuneration or commission from any of its subsidiary companies by the Managing Director or the Whole-time Directors of the Company.

6. During the period under review, the Company has not bought back any of its securities/ has not issued any sweat equity shares / has not provided any Stock Option Scheme to its employees, / has not issued any equity shares with differential rights.

7. There have been no instances of fraud reported by the Statutory Auditors or Internal Auditors under Section 143(12) of the Act and Rules framed thereunder either to the Audit Committee, the Board of Directors or to the Central Government.

8. There was no revision of the previous yearâs financial statements during the financial year under review.

ACKNOWLEDGEMENTS AND APPRECIATION

Your Directors wish to express their grateful appreciation to the continued co-operation received from the banks, government authorities, customers, vendors and shareholders during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the committed service of the executives, staff and workers of the Company

For and on behalf of the Board of Directors of

Prataap Snacks Limited

ARVIND MEHTA AMIT KUMAT

Chairman and Managing Director and

Executive Director Chief Executive Officer

DIN: 00215183 DIN: 02663687

Place : Indore

Date : August 7, 2018

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