Your Board of Directors (‘Board') is pleased to present the 17th Board's Report of Prataap Snacks Limited (‘Prataap' or ‘Company') for
the financial year ended March 31, 2026.

FINANCIAL HIGHLIGHTS AND STATE OF COMPANY’S AFFAIRS

Key highlights of standalone financial performance for the year ended March 31, 2026, are summarized as under:

The Company achieved its highest-ever annual revenue of
' 1,725 Crore, reflecting the strength of its brands, distribution
network, and execution capabilities.

FY26 continued to witness a challenging consumption
environment due to persistent macroeconomic pressures.
Despite these challenges, the Company's performance
was driven by improved market execution, expansion of
its distribution network, technology-led sales initiatives, an
increasing contribution from emerging channels and continued
focus on product innovation across its portfolio.

The Company's financial performance improved significantly
during the year. Profit Before Tax (PBT) stood at '1,517.18
Lakh as compared to a loss before tax of '4,305.49 Lakh in the
previous year. Profit After Tax (PAT) was '971.57 Lakh against a
loss after tax of '3,427.45 Lakh in FY25. This improvement was
supported by better operational efficiencies, focused execution,
and disciplined cost management.

The Company streamlined its manufacturing footprint in the
southern market through the establishment of a third-party
manufacturing facility in Tumkur, Karnataka, and the
consolidation of operations from its Bengaluru facility, as part
of its ongoing efforts to optimize manufacturing and distribution
efficiencies. The Bengaluru facility was closed with effect from
January 1, 2026.

As part of its long-term growth strategy, the Company has
approved the setting up of a greenfield manufacturing facility
in the vicinity of Indore, Madhya Pradesh, with a proposed
investment of approximately '425 crore.

The proposed facility is expected to further strengthen the
Company's manufacturing network and support its future growth
requirements. With enhanced production capacity and increased
automation, the facility is expected to improve process efficiency,
streamline operations and optimize overall operating costs.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the financial year under review, there were no changes
in the composition of the Board of Directors of the Company.
Further, there were no changes in the Key Managerial Personnel
of the Company, except that Mr. Parag Gupta resigned from the
position of Company Secretary and Compliance Officer and
Mr. Sanjay Chourey was appointed in his place w.e.f. May 5, 2025.

Further, Mr. Arvind Kumar Mehta, Chairman and Executive
Director, resigned from the position of Chairman and Executive
Director of the Company with effect from July 31, 2026.
Subsequently, Mr. Apoorva Kumat was appointed as the
Chairman of the Company with effect from August 1, 2026.

In accordance with the provisions of Section 152 of the
Companies Act, 2013 ("the Act"), and the Articles of Association
of the Company, Mr. Apoorva Kumat (DIN: 02630764), Director,
retires by rotation at the ensuing Seventeenth (17th) Annual
General Meeting ("AGM") and, being eligible, has offered
himself for re-appointment. Accordingly, a resolution seeking
approval of the Members for his re-appointment forms part of
the Notice convening the ensuing AGM scheduled to be held on
September 24, 2026.

Mr. Amit Kumat, Managing Director and Chief Executive Officer,
and Mr. Apoorva Kumat, Executive Director (Operations),
were appointed for a period of five years with effect from

September 23, 2021 and November 2, 2021, respectively.
Their current terms of office are due to expire on September 22,
2026 and November 1, 2026, respectively.

Based on the recommendation of the Nomination and
Remuneration Committee ("NRC"), the Board of Directors, at
its meeting held on August 1, 2026, considering their rich
experience, leadership capabilities, industry knowledge and
significant contribution towards the growth and operations
of the Company, the Board is of the view that their continued
association would be beneficial to the Company and accordingly
recommends their re-appointment for approval of the Members.

(i) Mr. Amit Kumat as Managing Director and Chief Executive
Officer for a further period of five (5) years with effect from
September 23, 2026 up to September 22, 2031;

(ii) Mr. Apoorva Kumat as Executive Director (Operations) for a
further period of five (5) years with effect from November 2,
2026 up to November 1, 2031,

subject to the approval of the Members by way of a Special
Resolution at the ensuing AGM.

Accordingly, the requisite resolutions seeking approval of the
Members for the aforesaid re-appointments form part of the
Notice convening the ensuing AGM scheduled to be held on
September 24, 2026.

The brief profiles and other requisite details of Mr. Amit Kumat,
and Mr. Apoorva Kumat, as required under the Act, the Securities
and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations")
and Secretarial Standard on General Meetings (SS-2), are
provided in the Annexure to the Notice of the AGM.

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
Act 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 2025-26 were:

1. Mr. Amit Kumat - CEO & Managing Director

2. Mr. Sumit Sharma - Chief Financial Officer

3. Mr. Sanjay Chourey - Company Secretary &
Compliance Officeffi

^Appointed w.e.f. May 5, 2025

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, 2026,
subject to the approval of shareholders at the ensuing AGM.

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 September 19, 2026 to September 24, 2026 (both days
inclusive) and the Company has fixed September 18, 2026 as
the “Record Date" for the purpose of determining the entitlement
of Members to receive final dividend for the financial year ended
March 31, 2026.

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

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

RESERVES

For the financial year ended March 31, 2026, a net profit
of '971.57 lakhs has been adjusted in the Statement of
Profit and Loss.

MANAGEMENT DISCUSSION AND ANALYSIS

The Annual Report contains a dedicated section on the
Management Discussion and Analysis Report, prepared in line
with Regulation 34 of the SEBI Listing Regulations.

SHARE CAPITAL

During the year under review, there was no change in the
Authorized Share Capital of the Company. However, pursuant
to the exercise of stock options by eligible employees under the
Employee Stock Appreciation Rights (ESAR) Scheme, the Issued,
Subscribed and Paid-up Equity Share Capital of the Company
increased during the year.

The share capital structure of the Company as on March 31,
2026, is as under:

• Authorized Share Capital: '2,675.00 Lakh

• Issued, Subscribed and Paid-up Share Capital: '1,195.17 Lakh

Except as mentioned above, the Company had neither issued
any other shares or instruments convertible into equity shares of
the Company or with differential voting rights nor has it granted
any sweat equity.

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 Act, and
the SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021.

During the financial year under review, the Company granted
10,245 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 Act 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:https://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 the Act.

DEPOSITS

The Company has not accepted any public deposits within
the meaning of Sections 73 to 76 of the Act, 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 the SEBI Listing Regulations, 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 2025-26.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the provisions of Section 135 of the Act, 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 Act 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 Act, your Board of Directors
confirm the following:

(a) i n the preparation of the annual financial statements for
the year ended March 31, 2026, the applicable accounting
standards read with requirements set out under Schedule
III to the Act, have been followed along with proper
explanation relating to material departures, if any;

(b) the Directors had selected such accounting policies and
applied them consistently and made judgement and
estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company as
at March 31, 2026 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 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 are adequate and operating effectively.

ENTERPRISE RISK MANAGEMENT FRAMEWORK
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 Act 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 31,2026.

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, 2026, four (4) Board meetings
were held on May 05, 2025, July 25, 2025, November 04, 2025
and February 06, 2026.

As required under Section 177(8) read with Section 134(3)
of the Act and the Rules made thereunder, the composition
and meetings of the Audit Committee are in line with the
provisions of the Act and the SEBI Listing Regulations, details
of which along with 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 Act, the SEBI Listing Regulations
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 Act and Rules made
thereunder and the SEBI Listing Regulations. 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 Act and the SEBI Listing Regulations. 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
ishttps://www.vellowdiamond.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 Act and
Regulation 22 of the SEBI Listing Regulations, 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 behavior, 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 linkhttps://www.yellowdiamond.in/wp-content/
uploads/2024/09/Vigil-Mechanism-Whistle-Blower-Policy.pdf.

AUDITOR

Pursuant to the provisions of Section 139 of the Act read
with the Companies (Audit and Auditors) Rules, 2014,

M/s. B S R & Co. LLP, Chartered Accountants (Firm Registration
No. 101248W/W-100022), were appointed as the Statutory
Auditors of the Company for a term of five consecutive
years to hold office from the conclusion of the 12th Annual
General Meeting ("AGM") until the conclusion of the 17th AGM
of the Company.

As the existing term of M/s. B S R & Co. LLP, Chartered
Accountants, expires at the conclusion of the ensuing 17th
AGM, the Audit Committee and the Board of Directors, at their
respective meetings held on August 1, 2026, after evaluating
their performance, audit quality, expertise, experience and
independence, recommended their re-appointment as the
Statutory Auditors of the Company for a second term of five
consecutive years commencing from the conclusion of the 17th
AGM until the conclusion of the 22nd AGM of the Company,
subject to the approval of the Members.

Considering their extensive experience, industry knowledge,
professional expertise and satisfactory performance as the
Statutory Auditors of the Company, the Board is of the opinion
that their continued association would be beneficial to the
Company and accordingly recommends their re-appointment for
approval of the Members.

Accordingly, a resolution seeking approval of the Members
for the re-appointment of M/s. B S R & Co. LLP, Chartered
Accountants (Firm Registration No. 101248W/W-100022), as
the Statutory Auditors of the Company forms part of the Notice
convening the ensuing 17th AGM scheduled to be held on
September 24, 2026.

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 Act, therefore, no detail is required to be disclosed
pursuant to Section 134(3)(ca) of the Act.

SECRETARIAL AUDITOR

Pursuant to the provisions of Regulation 24A of the SEBI Listing
Regulations and Section 204 of the Act, read with Rule 9 of
the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, based on the recommendation of the
Audit Committee and the Board of Directors, Members of the
Company at the Annual General Meeting held on August 6,
2025 approved the appointment of M/s Ritesh Gupta & Co.,
partnership firm as the Secretarial Auditor of the Company for
a term of five (5) consecutive years, commencing from April 1,
2025 until March 31, 2030 at a remuneration as fixed by the
Board of Directors of the Company or any committee of the
Board of Directors.

The Secretarial Audit Report for the Financial Year ended
March 31, 2026, issued by the Secretarial Auditor, does not
contain any qualification, reservation, adverse remark or
disclaimer. The Report of the Secretarial Auditor for the financial

year ended March 31, 2026 is given in Annexure-III, which is
annexed hereto and forms part of the Board's Report.

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 Act 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
Act 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 Act read with Rule 8 of the Companies (Accounts)
Rules, 2014 is not applicable. During the year under review, all
related party transactions were placed in the Audit Committee
meeting for approval. Further, prior omnibus approval of the
Audit Committee has obtained on an annual basis, for a financial
year, for the transactions, which are of foreseen and repetitive in
nature. The statement giving details of related party transactions
entered into pursuant to the omnibus approval were placed
before the Audit Committee for its review. Details of related
party transactions are provided in the financial statements and
hence not repeated herein for the sake of brevity.

The Company has formulated a Policy on materiality of related
party transactions and dealing with related party transactions,
which is available on the website of the Company and can
be accessed through web linkhttps://www.yellowdiamond.
in/wp-content/uploads/2024/09/Policy-on-Materiality-of-
Related-Party-Transactions-and-on-Dealing-with-Related-
Party-Transactions.pdf.

LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments pursuant
to Section 186 of the Act 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 Act 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

For 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 Act 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.

MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION

There have been no material changes or commitments that have
affected the financial position of the Company between the
close of FY 2025-26 and the date of this report.

ANNUAL RETURN

In compliance with the provisions of Section 92 of the Act,
the Annual Return of the Company for the financial year
ended March 31, 2026 has been uploaded on the website
of the Company and the web link of the same ishttps://
www.yellowdiamond.in/investor-relations/annual-retums/.

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

As required under Section 134(3)(m) of the Act 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

The 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.

COMPLIANCE WITH MATERNITY BENEFIT

The Company continues to prioritise the welfare and supportive
measures for women employees, ensuring full compliance
with the Maternity Benefit Act, 1961 and implementing other
additional initiatives focused on their well-being, safety, and
professional support.

BOARD DIVERSITY

The Company values diversity on the Board and considers it an
important contributor to effective leadership and sustainable
growth. The Company believes that a diverse Board, with varied
perspectives, experience, skills and backgrounds, including
regional and industry exposure, cultural and geographical
background, age, ethnicity and gender, enhances the quality
of deliberations and supports the Company's competitive
positioning. In this regard, the Board has adopted a Board
Diversity Policy as part of the Nomination and Remuneration
Committee Policy, which defines the Company's approach to
ensuring appropriate diversity among the Directors.

The policy is available on the Company's website at:
www.yellowdiamond.in.

BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT

In accordance with Regulation 34(2)(f) of SEBI Listing
Regulations, Business Responsibility and Sustainability Report
(‘BRSR') covering disclosures on Company's performance on
ESG (Environment, Social and Governance) parameters for FY
2025-26, BRSR includes details on performance against the
9 (nine) principles of the National Guidelines on Responsible
Business Conduct and a report under each principle, which is
divided into essential and leadership indicators.

INDUSTRIAL RELATIONS

During the year under review, industrial relations remained
harmonious at all our offices and establishments.

GENERAL

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

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

2. 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.

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

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

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

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

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

8. 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

Apoorva Kumat Amit Kumat

Chairman and Executive Director (Operations) Managing Director and Chief Executive Officer

DIN: 02630764 DIN: 02663687

Place: Indore
Date: August 1, 2026