Your directors are pleased to present the 17th Annual Report (the "Report") on the affairs of the Company together
with the audited financial statements of Gopal Snacks Limited ("Gopal Snacks", "Gopal" or "Company") for the
financial year ended on March 31, 2026.

1. FINANCIAL PERFORMANCE & STATE OF COMPANY AFFAIRS:

The financial performance of the Company for the financial year 2025-26 and 2024-25 are summarized below:

2. BUSINESS PERFORMANCE & STATE OF
COMPANY AFFAIRS:

Financial Overview

During the financial year ended March 31, 2026,
your Company recorded revenue from operations
of ' 15,082.26 million as against ' 14,680.15 million
in the previous financial year, registering a growth
of approximately 2.74%. This performance was
underpinned by a favourable sales mix, sustained
operational efficiencies and the strategic expansion
of the Company's large-pack portfolio in response
to evolving in-home consumption patterns.

Total income for the financial year under review
stood at ' 15,126.71 million as compared to
' 14,736.05 million in the previous financial year, an

increase of approximately 2.65%. The Net Profit
after Tax for the financial year 2025-26 stood at
' 742.54 million as against ' 195.25 million in the
previous financial year, registering a growth of
approximately 280.30%.

Own Brands Performance

The Company's own brands remained the mainstay
of its business during the year under review. Efforts
through the year were directed at consolidating the
existing portfolio, maintaining consistent product
quality and keeping the offerings aligned with
regional taste preferences across its markets. A few
new products and pack variants were introduced
during the year in the ordinary course of business,
which received an encouraging response from
consumers and trade channels alike.

As on the end of financial year 2025-26, the
Company offers a diverse product range comprising
98 distinct products and 347 SKUs. The Company
presently operates four manufacturing facilities
and three ancillary units across the country, and
continues to invest in strengthening its distribution,
visibility, and trade engagement to support the
growth of its owned brands portfolio.

Market Reach and Penetration

During the financial year under review, the Company
continued to strengthen its market presence
through a well-integrated marketing and distribution
strategy. The distributor network was significantly
expanded, enhancing last-mile connectivity and
deepening penetration in both urban and semi¬
urban markets. As of the close of the reporting
period, the Company enjoys a robust footprint
spanning more than 13 states in India, supported by
a growing network of channel partners and an agile
supply chain. Export operations continued during
the year, and the Company's proprietary retail
outlets remained an additional touchpoint for direct
consumer engagement.

On the marketing front, the Company undertook
advertising and promotional activities across digital
and traditional media during the year, targeting
diverse demographic segments. These initiatives
collectively contributed to strengthening brand
recall, enhancing consumer engagement, and
driving sustained growth in sales volumes across
key markets.

3. TRANSFER TO RESERVES:

During the financial year 2025-26, the Company
has not transferred any amount to General Reserves
and the Board of Directors have decided to retain

the entire profit of ' 736.53 million in the Statement
of Profit and Loss.

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

The Company does not have any Subsidiary, Joint
Venture or Associate Company as on March 31,
2026, and therefore provisions of Section 129 with
respect to Subsidiary, Joint Venture or Associate
Company of the Companies Act, 2013 are not
applicable to the Company.

5. DIVIDEND:

Pursuant to the provisions of Regulation 43A of
the Listing Regulations, the Company has adopted
a Dividend Distribution Policy, which outlines the
framework to determine the distribution of dividends
in accordance with the applicable provisions.
The Company's Dividend Distribution Policy is
available on the Company's Website athttps://
www.gopalnamkeen.com/corporate-governance-
policies.

The Company's consistent dividend payouts reflect
the strength and sustainability of its growth trajectory,
as well as its commitment to equitably sharing the
value created with stakeholders and contributing
to broader socioeconomic development. Gopal
remains focussed on generating robust business
cash flows and adhering to strict capital discipline,
with investments directed towards valueaccretive
projects delivering superior returns.

The Company has declared the following dividends
during the year in compliance with the Dividend
Distribution Policy:

(Twelve Crore Forty-Six Lakh Forty-Eight Thousand
Four Hundred and Nineteen) Equity Shares of
face value of ' 1/- (Indian Rupee One) each.
During the financial year 2025-26, the Paid-Up
Share Capital of the Company has increased from
' 12,46,22,344/- (Indian Rupees Twelve Crore Forty-
Six Lakh Twenty-Two Thousand Three Hundred
and Forty-Four) to ' 12,46,48,419/- (Rupees Twelve
Crore Forty-Six Lakh Forty-Eight Thousand Four
Hundred and Nineteen) pursuant to issue of 26,075
(Twenty-Six Thousand and Seventy-Five) shares
of face value ' 1/- each to the employees of the
Company on exercise of employee stock options
under Gopal Snacks Limited- Employee Stock
Option Scheme-2023.

It is pertinent to note that, during the period under
review, the Company has not issued any equity
shares with differential rights, sweat equity shares
or bonus shares. The Company has only one class
of equity shares with face value of ' 1.00 each,
ranking pari passu in all respects, including dividend
and voting rights, ensuring a fair and equitable
treatment for all shareholders.

7 MATERIAL CHANGES BETWEEN THE DATE
OF THE BOARD REPORT AND END OF
FINANCIAL YEAR

Other than stated elsewhere in this report, there
have been no material changes and commitments, if
any, affecting the financial position of the Company
which have occurred between the end of the
financial year ended March 31, 2026 to which the
financial statements of the Company relate and the
date of this Report.

8. SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOING
CONCERN STATUS AND COMPANY'S
OPERATIONS IN FUTURE

During the Financial Year 2025-26, no significant and
material orders have been passed by the concerned
regulators or courts or tribunals impacting the going
concern status and Company's operations in future.

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

There has been no change in the nature of business
carried on by the Company during the financial year
2025-26.

10. DEVELOPMENT AND IMPLEMENTATION
OF RISK MANAGEMENT POLICY OF THE
COMPANY:

At Gopal Snacks, we recognize that effective risk
management is essential to achieving our strategic
objectives and ensuring long-term sustainability.
Our focus is to identify and embed mitigation actions

for material risks that could impact our current
or future performance, and/or our reputation.
Our approach is holistic and integrated, bringing
together risk management, internal controls, and
business integrity, ensuring that our activities across
this agenda focus on the risks that could have the
greatest impact. The nature of business is such
that it is subject to certain risks at different points
of time. Some of these include escalation in the
cost of raw materials and other inputs, increasing
competitive intensity from other players, changes
in regulation from central and state governments,
cyber security, data management and migration
risks, data privacy risk, environmental and climate
risk. Gopal Snacks has always had a proactive
approach when it comes to risk management
where it periodically reviews the risks and strives
to develop appropriate risk mitigation measures
for the same. To enhance this focus, the Board of
Directors has constituted a Committee of the Board
called the Risk Management Committee to frame,
implement and monitor risk management plan.

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

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

11. DETAILS OF THE ADEQUACY OF INTERNAL
FINANCIAL CONTROLS:

The Board of Directors and management of the
Company are responsible for establishing and
maintaining adequate internal financial controls
to ensure the reliability and integrity of financial
reporting. These controls have been designed
in accordance with the applicable regulatory
framework to provide reasonable assurance
regarding the accuracy of financial statements and
compliance with statutory obligations.

The management team has assessed the
effectiveness of the Company's internal control over
financial reporting as at March 31, 2026 and believe
that these systems provide reasonable assurance
that our internal financial controls are designed
effectively and are operating as intended.

The Company has established a robust system of
internal controls commensurate with the size and
operations to ensure that assets are safeguarded,
and transactions are appropriately authorised,
recorded and reported. The controls have been

documented, digitized, and embedded in the
business process.

• Segregation of Duties: Clearly defined roles
and responsibilities to prevent unauthorized
transactions.

• Authorization and Approval Processes:
Stringent approval mechanisms for financial
transactions and capital expenditures.

• Periodic Monitoring and Audits: Regular internal
audits and management reviews to assess the
effectiveness of controls.

• IT and System Controls: Implementation of
advanced financial reporting systems and
cyber security measures to safeguard financial
data.

Assurance on the effectiveness is obtained through
management reviews, controls self-assessment
and periodic reporting of the in-house team that
evaluates and provides assurance of its adequacy
and effectiveness. The controls are also tested
by the internal and statutory auditors during their
audits. The Statutory Auditors of the Company
have audited the financial statements included
in this Report and issued their report on internal
financial controls system with reference to financial
statements (as required under section 143 of the
Companies Act, 2013).

12. CORPORATE GOVERNANCE:

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

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

13. CORPORATE SOCIAL RESPONSIBILITY:

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

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

Details of the CSR policy are available at website of
the Company athttps://www.gopalnamkeen.com/
corporate-governance-policies.

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

Pursuant to the provisions of section 186 of the
Companies Act, 2013, particulars of loans given,
guarantees provided and investments made by the
Company are disclosed in the financial statements
read with the notes accompanying thereto, which
forms an integral part of the financial statements
and hence not repeated herein for the sake of
brevity.

15. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS MADE WITH RELATED
PARTIES:

During the financial year 2025-26, all related
party transactions entered by the Company, were
approved by the Audit Committee and were on an
arm's length basis and in the ordinary course of
business. There are no materially significant related
party transactions made by the Company with
Promoters, Directors or Key Managerial Personnel
etc. which may have potential conflict with the
interest of the Company at large or which warrants
the approval of the shareholders. Prior omnibus
approval is obtained for related party transactions,
which are repetitive in nature and entered in the
ordinary course of business and on an arm's length
basis.

Therefore, the disclosure of related party
transactions as required under Section 134(3)(h) of
the Companies Act w.r.t. contracts or arrangements
with related parties under Section 188(1) in Form
AOC-2 is not applicable to the Company for
financial year 2025-26, hence does not form part of
this Report. The details of the transactions with the
related parties, in accordance with the accounting
standards applicable to the Company, have been
disclosed in the notes to the financial statements
forming part of this Report & Annual Accounts
2025-26.

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

16. ANNUAL RETURN:

The annual return of the Company for the financial
year ended March 31, 2026, pursuant to the
provisions of section 92(3) and section 134(3)
(a) read with rule 12 of Companies (Management
and Administration) Rules, 2014 is available on
the website of the Company athttps://www.
gopalnamkeen.com/annual-return.

17. MATTERS RELATED TO DIRECTORS AND
KEY MANAGERIAL PERSONNEL:

(A) CONSTITUTION OF BOARD

The constitution of Board of Directors of the
Company ("Board") is in accordance with
section 149 of the Companies Act, 2013 and
Regulation 17 of the Listing Regulations. The
Board comprises of eight directors with a
balanced composition of executive, non¬
executive and one independent woman

The profile of all Directors and Key Managerial
Personnel is available on the website of the
Company athttps://www.gopalnamkeen.com/
board-of-directors.

None of the Directors on the Board of the
Company has been debarred or disqualified
from being appointed or continuing as director
of the Company by Securities and Exchange
Board of India, Ministry of Corporate Affairs or
any other statutory authority. Further details
regarding Board composition and constitution
form part of the Corporate Governance Report.

(B) WOMAN DIRECTOR

In terms of the provisions of Section 149 of
the Companies Act, 2013 read with Rule 3 of
Companies (Appointment and Qualification
of Directors) Rules, 2014 and Regulation 17
of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Mrs.
Vijayalakshmi Shalil Suvarna (DIN: 01722538),

director, ensuring strong corporate governance
and safeguarding stakeholder interests. Their
collective expertise and integrity drive strategic
decision-making and enhance long-term
value creation. The Board of Directors met 6
(Six) times during the Financial Year 2025-26.
Further details of composition of the Board of
Directors including remuneration, number of
meetings and attendance thereof, forms part
of the report on corporate governance which
is appended as "Annexure-A" to this Report.
In the opinion of the Board, all independent
directors are persons of integrity, possess the
requisite expertise, experience and proficiency
and fulfil the requisite conditions as per
applicable laws and are independent of the
management of the Company.

The Board comprises of the following Directors
and Key Managerial Personnel at the end of the
financial year 2025-26:
has been appointed as Independent Woman
Director on the Board of the Company.

(C) DIRECTORS RETIRING BY ROTATION

Pursuant to the provisions of Section 152(6)
of the Companies Act, 2013 read with the
rules made thereunder and as per the Articles
of Association of the Company, Mr. Harsh
Sureshkumar Shah (DIN: 06470319), Non¬
Executive Director of the Company is liable to
retire by rotation in this 17th Annual General
Meeting and being eligible has offered his
candidature for reappointment. The Board
recommends his re-appointment for your
approval. The notice convening the Annual
General Meeting includes the proposal for re¬
appointment of Director.

A brief resume of the Mr. Harsh Sureshkumar
Shah being re-appointed, his nature of
expertise in specific functional areas, names
of companies in which he holds directorship,

committee memberships/chairmanships,
his shareholding in the Company, etc., as
stipulated under Secretarial Standard-2 and
Regulation 36 of the Listing Regulations, have
been furnished in the explanatory statement
to the notice of the ensuing Annual General
Meeting of the Company.

Earlier, Mr. Raj Bipinbhai Hadvani (DIN:
09802257), Non-Executive and Non¬
Independent Director of the Company, retired
by rotation at the 16th AGM of the Company,
held on September 26, 2025. The Members
of the Company, subsequently approved
his re-appointment, to continue his service
with the Company. His continued association
underscores his significant contribution to
the achievement of the Company's goals and
his commitment to upholding the highest
standards of corporate governance.

(D) DISCLOSURES, DECLARATIONS AND
ANNUAL AFFIRMATIONS

i. Based on the declarations and
confirmations received from the Directors,
none of the Directors of the Company
are disqualified from being appointed/
continuing as Directors of the Company.

ii. Affirmation of all members of the Board
of Directors and Senior Management
Personnel have been received on the
code of conduct for board of directors and
senior management.

iii. The Independent Directors of the
Company strictly adhere to the Code
for Independent Directors, as outlined in
Schedule IV of the Act. The Independent
Directors of the Company have submitted
declarations that each of them meets
the criteria of independence as provided
in Section 149(6) of the Companies Act,
2013 along with rules framed thereunder
and Regulation 16(1)(b), 25(8) of the SEBI
Listing Regulations. There has been no
change in the circumstances affecting
their status as Independent Directors of
the Company.

iv. The Company has also received from all
Independent Directors of the Company,
declaration of compliance of rule 6(1) &
(2) of the Companies (Appointment and
Qualifications of Directors) Rules, 2014,
regarding online registration with the
"Indian Institute of Corporate Affairs" at
Manesar, for inclusion of name in the data
bank of Independent Directors.

v. The Board has taken on record the
declarations and confirmations submitted

by the Independent Directors after
undertaking due assessment of the
veracity of the same.

(E) DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 134(3)
(c) read with section 134(5) of the Companies
Act, 2013 and the rules framed thereunder,
the Board of Directors of the Company hereby
states and confirms that:

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

ii. the selected accounting policies were
applied consistently, and the Directors
made judgments and estimates that are
reasonable and prudent so as to give a
true and fair view of the state of affairs of
the Company as of March 31, 2026, and
that of the profit of the Company for the
year ended on that date;

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

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

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

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

The aforesaid statement has also been reviewed
and confirmed by the Audit Committee of the
Board of Directors of the Company.

(F) NUMBER OF BOARD MEETINGS AND
GENERAL MEETING CONDUCTED DURING
THE YEAR UNDER REVIEW

During the financial year 2025-26, the Board
met 6 (Six) times on May 23, 2025, August 06,
2025, August 21, 2025, November 10, 2025,
January 27, 2026 and March 25, 2026. The
details of Board meetings and the attendance
of the Directors are provided in the Corporate
Governance Report, forming part of this
Report.

Further during the financial year 2025¬
26, Annual General Meeting was held on
September 26, 2025.

(G) COMMITTEES OF THE BOARD

The Company has constituted the following
committees in compliance with the Companies
Act, 2013 and the Listing Regulations:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders' Relationship Committee;

4. Corporate Social Responsibility
Committee and

5. Risk Management Committee.

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

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

(H) INDEPENDENT DIRECTORS' MEETING

In accordance with the provisions of Section
149(8) of the Act, read with the Schedule
IV of Code for Independent Directors and
rules made thereunder and Regulation 25(3)
of the Listing Regulations, the Independent
Directors are required to hold at least one
separate meeting in a financial year. The
Independent Directors of the Company met
on January 27, 2026 without the presence of
non-independent directors or members of the
management, thereby providing a dedicated
forum for independent deliberations on the
Board's performance, governance framework
and overall strategic oversight.

The Independent Directors met inter-alia, to:

• Review the performance of the Non¬
Independent Directors and the Board as a
whole.

• Review the performance of the
Chairperson of the Company, taking
into account the views of the Executive
Directors and Non-Executive Directors of
the Company.

• Assess the quality, quantity and timeliness
of flow of information between the
management of the Company and the
Board that is necessary for the Board to
effectively and reasonably perform their
duties.

(I) PERFORMANCE EVALUATION BY THE BOARD

The Company is governed by a well-defined
and evenly structured, robust Nomination
and Remuneration Policy, as conscientiously
reviewed and approved by the Nomination and
Remuneration Committee and subsequently,
adopted by the Board. This Policy encompasses
various aspects and guidelines, such as,
appointment criteria, remuneration structures,
and performance evaluation mechanisms for
both Executive and Non-Executive Directors,
including Independent Directors, in full
compliance with the requirements set forth
under the Act and Listing Regulations. The
Nomination and Remuneration Policy devised in
accordance with section 178 of the Companies
Act, 2013 and Regulation 19 of the Listing
Regulations is available at the website of the
Company athttps://www.gopalnamkeen.com/
corporate-governance-policies.

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

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

(J) SECRETARIAL STANDARDS

The Company has complied with Secretarial
Standard on Meetings of the Board of Directors
(SS-1) and Secretarial Standard on General
Meetings (SS-2) issued and notified by the
Institute of Company Secretaries of India as
amended from time to time.

18. FAMILIARIZATION PROGRAMME FOR
DIRECTORS:

Your Company has in place a structured
familiarization programme for its Independent Non¬
Executive Directors. As part of such programme, the
Directors are apprised, inter-alia, of the Company's
business operations, strategic and business
plans, budgets, roles, rights, and responsibilities
of Directors, industry dynamics, business model
and competitive landscape, through business
presentations by the senior management.

The details of familiarization program imparted for
financial year 2025-26 are available on the website
of your Company athttps://www.gopalnamkeen.
com/corporate-governance-policies

19 PARTICULARS OF EMPLOYEE AND THEIR
MEDIAN OF REMUNERATION:

The information required under section 197 of the
Companies Act, 2013 read with rule 5(1) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are disclosed in
"Annexure-C".

The statement containing particulars of employee
remuneration, as required under the provisions
of section 197(12) of the Act, read with rule 5(2)
and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014, forms part of this Report. In accordance with
second proviso to Section 136(1) of the Act, read with
second and third proviso of rule 5 of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Annual Report is being
sent to the members of the Company, excluding the
aforesaid statement, but such particulars shall be
filed with the Registrar of Companies while filing
the financial statements and Board Reports. The
statement is open for inspection upon request by
the shareholders upto the date of the 17th Annual
General Meeting of the Company.

20. PARTICULARS OF EMPLOYEE STOCK
OPTION SCHEME:

Employees' Stock Options represent a reward
system based on the overall performance of
the individual employee and the Company. The
Company has framed Gopal Snacks Limited -
Employee Stock Option Scheme, 2023 (the "ESOP
Scheme") pursuant to the approval of the Board
of Directors and members of the Company in their
meeting held on May 05, 2023 and May 08, 2023,
respectively, with a view to attracting and retaining
the best talent, encouraging employees to align
individual performance with Company's objectives,
and promoting increased participation by them in
the growth of the Company. The ESOP Scheme
encompasses 12,00,000 (Twelve Lakh) options
convertibles into equity shares.

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

Summary of ESOP Scheme as on March 31, 2026 is
as under:

For a comprehensive disclosure vis-a-vis
compliance with the Section 62 of the Act, read in
conjunction with the Rule 12(9) of the Companies
(Share Capital and Debentures) Rules, 2014, refer
the "Annexure-D" of this Report. In addition, the
disclosures mandated under the requirements
of the Regulation 14 of the SEBI SBEB & SE
Regulations relating to all the appropriate
disclosures pertaining to ESOP Schemes have been
made readily accessible to all the stakeholders
of the Company on the Company's website at
https://www.gopalnamkeen.com/.

21. VIGIL MECHANISM POLICY FOR DIRECTORS
AND EMPLOYEES:

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

The Company has established direct access to
the Chairman of the Audit Committee for reporting

concerns related to the interests of co-employees
and the organization in appropriate or exceptional
cases. Detailed information regarding the Whistle
Blower Policy is outlined within the Corporate
Governance Report, forming part of this Report.
The Vigil Mechanism Policy is also available on the
Company's website athttps://www.gopalnamkeen.
com/corporate-governance-policies. No cases
were reported under the Whistle Blower Policy
during the financial year 2025-26.

22. PUBLIC DEPOSITS:

During the financial year 2025-26, 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.

23. AUDITORS AND AUDITORS REPORT:

(A) STATUTORY AUDITOR & AUDIT REPORT

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

The Statutory Auditors have confirmed their
eligibility to continue as the Company's
Auditors for the financial year 2025-26, in
accordance with the provisions of sections 139
and 141 of the Companies Act, 2013 along with
the applicable rules framed thereunder.

During the financial year 2025-26, the Statutory
Auditors did not report any instances of fraud
in their Audit Report under Section 143(12)
of the Companies Act, 2013. Accordingly, no
additional disclosure is required under Section
134(3) of the Act. Importantly, the Auditors'
Report is unqualified and does not contain any
qualification, reservation or adverse remark.
The Notes on financial statements referred to
in the Auditors' Report are self-explanatory
and do not call for any further comments.

(B) INTERNAL AUDIT REPORT AND INTERNAL
AUDITOR

In accordance with the provisions of section
138 of the Act and rules made thereunder
and applicable regulations of the Listing
Regulations, the Board of Directors of the
Company had duly appointed M/s. Haribhakti
& Co. LLP, Chartered Accountants, (FRN:

103523W), as Internal Auditor of the Company
for the Financial Year 2025-2026. During the
year, the Company continues to implement their
suggestions and recommendations to improve
the control environment. Their scope of work
includes review of process for safeguarding the
assets of the Company, review of operational
efficiency, effectiveness of systems and
processes, and assessing the internal control
strength in all areas. Internal Auditors findings
are discussed with the process owners and
suitable corrective actions taken as per the
directions of Board on an ongoing basis to
improve efficiency in operation.

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

The Board appoints M/s. Haribhakti & Co. LLP,
Chartered Accountants, (FRN: 103523W) as
Internal Auditor of the Company to carry out
Internal Audit of the Company for the financial
year 2026-27.

(C) COST RECORDS AND COST AUDIT

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

(D) SECRETARIAL AUDITOR

In terms of Section 204 of the Act read with the
Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, and on
the recommendation of the Audit Committee,
the Board of Directors had appointed M/s. S.
K. Joshi and Associates (ICSI Unique Code:
P2008RJ064900), Company Secretaries as
the Secretarial Auditors of your Company for a
term of five consecutive years. The Secretarial
Auditors carried out the Secretarial Audit
for the financial year ended March 31, 2026.
The Secretarial Audit Report is annexed as
"Annexure-E" and forms an integral part of this
Report.

The Secretarial Audit Report is self-explanatory
and does not call for any further comments.
The Secretarial Audit Report does not contain
any qualification, reservation, adverse remark
or disclaimer. During the financial year ended
March 31, 2026, the Secretarial Auditors have
not reported any matter under Section 143(12)
of the Act, accordingly, no details are required
to be disclosed under Section 134(3)(ca) of the
Act.

In terms of Regulation 24A of the Listing
Regulations, the members of the Company at

the 16th AGM held on September 26, 2025, on
the recommendation of the Board of Directors
and its Audit Committee, approved the
appointment of M/s. S. K. Joshi and Associates
(ICSI Unique Code: P2008RJ064900),
Company Secretaries, as the Secretarial
Auditors of the Company for a term of five
consecutive years. The said appointment
is effective from the conclusion of the 16th
Annual General Meeting until the conclusion
of the 21st Annual General Meeting to be held
in the year 2030, covering the financial years
from 2025-26 to 2029-30.

M/s. S. K. Joshi and Associates have confirmed
that they are not disqualified from continuing
as the Secretarial Auditors of the Company.

24. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
ETC.:

The information pertaining to conservation of
energy, technology absorption, foreign exchange
earnings and outgo as required under section
134(3)(m) of the Companies Act, 2013 read with rule
8(3) of the Companies (Accounts) Rules, 2014 is
provided in "Annexure-F" to this Director's Report.

25. MANAGEMENT DISCUSSION AND
ANALYSIS REPORT:

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

26. BUSINESS RESPONSIBILITY ANDSUSTAINABILITY REPORT:

The Company has provided Business Responsibility
and Sustainability Report ("the BRSR") pursuant
to Regulation 34(2)(f) of the Listing Regulations
for the financial year ended on March 31, 2025, in
"Annexure H" which forms part of this Report.

27. CREDIT RATING:

Your directors are pleased to inform you that, CRISIL
has revised its rating outlook for the financial year
2025-26 on the Long-Term Banking Facilities which
was upgraded from 'CRISIL A-/Positive' to 'CRISIL
A/Stable' and on the Short-Term Banking Facilities
which was upgraded from 'CRISIL A2 ' to 'CRISIL
A1'. This reflects the high degree of safety regarding
timely services of financial obligations.

28. CODE OF CONDUCT:

To comply with the requirements of Regulation 17(5)
of the Listing Regulation, the Company has adopted
the Code of Conduct for Board of Directors and

Senior Management Personnel ("the Code"). All
Board members and senior management personnel
have confirmed compliance with the Code for the
financial year 2025-26. A declaration signed by the
Managing Director of the Company to this effect is
placed at the end of this Report.

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

29. POLICIES:

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

30. QUALITY PROCESSES:

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

To ensure consistency and compliance with
food safety standards, the Company adheres to
internationally recognized certifications such as
FSSAI, FSSC 22000 Version 6 (Food Safety System
Certification) and HACCP (Hazard Analysis and
Critical Control Points). Regular audits, both internal
and external, are conducted to assess process
efficiency, hygiene practices, and adherence to
regulatory requirements.

During the financial year 2025-26, the Company
undertook several initiatives to strengthen its quality
framework:

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

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

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

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

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

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

31. LISTING:

The Equity Shares of the Company are listed on the
BSE Limited and National Stock Exchange of India
Ltd. Both these stock exchanges have nation-wide
trading terminals. Annual listing fees for the financial
year 2025-26 has been duly paid to the BSE Limited
and National Stock Exchange of India Ltd.

32. POLICY ON SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE:

The Company has zero tolerance towards sexual
harassment at the workplace and towards this end,
has adopted a policy in line with the provisions
of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
and the rules made thereunder. All employees
(permanent, contractual, temporary, trainees) are
covered under the said policy. The Company has
complied with provisions relating to the constitution
of Internal Complaints Committee under the
Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
and it redresses complaints received on sexual
harassment. Following is a summary of sexual
harassment complaints received and disposed off
during the year under review:

• No. of sexual harassment complaints received:
Nil

• No. of sexual harassment complaints disposed-
off: Nil

• No. of sexual harassment complaints pending
beyond 90 days: Nil

33. COMPLIANCE WITH MATERNITY BENEFIT
ACT, 1961:

The Company has complied with the provisions of
the Maternity Benefit Act, 1961, as amended and
the benefits are extended to all women executive
employees of the organisation.

34. HUMAN RESOURCES AND INDUSTRIAL
RELATIONS:

Human resources have a significant impact on
the company's long-term growth as an industry
leader in the FMCG sector. The Company has
a workforce of 4115 employees as on March 31,
2026 with people from different social, economic
and geographic backgrounds. These include 1428
female, male 2687 and 0 transgender employees.
The Company always believes that our people are
our best assets. Their caliber and commitment
are our inherent strengths. To achieve excellent
business results, a robust talent pool is required
and the Company is committed to identifying and
preparing successors for key positions within and
outside the organization. The Company strives
continuously to improve employee skills and provide
them with the competitive edge they need to flourish
in a dynamic industry. Richer collaborations and
stronger teamwork have accelerated our pursuit of
excellence.

35. ENVIRONMENT AND SAFETY:

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

36. OTHER DISCLOSURES:

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

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

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

3. Buyback of shares.

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

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

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

37. CAUTIONARY STATEMENT:

Statements in the Board's Report and the
Management Discussion & Analysis Report
describing the Company's objectives, expectations
or forecasts may be forward looking within
the meaning of applicable securities laws and
regulations. Actual results may differ materially
from those expressed in the statement. Important
factors that could influence the Company's
operations include global and domestic demand
and supply conditions affecting selling prices of
raw materials, finished goods, input availability and
prices, changes in government regulations, tax

laws, economic developments within and outside
the country and other various other factors.

38. ACKNOWLDEGEMENTS:

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

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

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

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

Sd/- Sd/-

Bipinbhai Vithalbhai Hadvani Raj Bipinbhai Hadvani

Date: August 07, 2026 Chairman & Managing Director Whole-time director & CEO

Place: Rajkot DIN: 02858118 DIN: 09802257