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Sheetal Cool Products Ltd.

Directors Report

NSE: SCPLBE BSE: 540757ISIN: INE501Y01019INDUSTRY: Milk & Milk Products

BSE   Rs 675.00   Open: 686.90   Today's Range 665.00
686.90
 
NSE
Rs 672.05
+4.05 (+ 0.60 %)
+7.40 (+ 1.10 %) Prev Close: 667.60 52 Week Range 190.40
700.00
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 705.65 Cr. P/BV 4.31 Book Value (Rs.) 156.10
52 Week High/Low (Rs.) 690/190 FV/ML 10/1 P/E(X) 36.91
Bookclosure 05/09/2024 EPS (Rs.) 18.21 Div Yield (%) 0.00
Year End :2026-03 

Your directors have pleasure in presenting the 13th Annual Report along with the audited statements of accounts of your
Company for the financial year ended 31st March, 2026.

1. Financial Results:

The audited financial statements of the Company as on March 31, 2026 are prepared in accordance with
Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations") and provisions of the Companies Act, 2013 ("Act"). [Amount Lacs]

PARTICULARS

Year Ended
31.03.2026

Year Ended
31.03.2025

Revenue from Operations

36600.04

32130.58

EBITDA

4189.77

3699.85

Less: Depreciation

885.30

793.73

Finance Costs

710.27

656.01

Profit / (Loss) before tax

2594.20

2250.11

Tax expenses

682.36

593.23

Profit /(Loss) after tax

1911.83

1656.88

STATE OF COMPANY'S AFFAIRS:

The Company maintained a stable performance through consistent efforts and unwavering dedication. It
successfully sustained its growth momentum and continued its profitable performance, achieving a profit after
tax of Rs. 1,911.83 Lakhs in FY 2025-26, as compared to Rs. 1,656.88 Lakhs in the previous financial year.

Further, the Revenue from Operations increased to Rs. 36,600.04 Lakhs in FY 2025-26, compared to Rs.
32,130.58 Lakhs in FY 2024-25, reflecting continued growth in the Company's operational performance.

TRANSFER TO RESERVES:

The Board of Directors has decided to retain the entire amount of profits in the profit and loss account. Further
the Company has not transferred any amount to Reserves during the year.

SHARE CAPITAL:• Authorised Capital:

The Authorised Share Capital of the Company as on March 31, 2026 stood at Rs. 15,00,00,000 divided into

1.50.00. 000 equity shares of Rs. 10 each.

• Issued, Subscribed and Paid-up Capital:

The Issued, Subscribed, and Paid-up Share Capital of the Company as on March 31, 2026 is Rs.

10.50.00. 000, comprising of 1,05,00,000 equity shares of Rs.10 each.

During the year under review, the Company has not issued any shares. However, the Company issued 8,40,000
(Eight Lakh Forty Thousand) Convertible Warrants to Non-Promoter category at an issue price of Rs. 317.65/-
per warrant (including premium). The issue of the said Convertible Warrants was approved by the shareholders
at the Extraordinary General Meeting held on February 05, 2026, and the warrants were subsequently allotted
by the Board of Directors at its meeting held on February 26, 2026.

The Convertible Warrants are convertible into Equity Shares of the Company in accordance with the terms and
conditions of the issue and applicable provisions of law. As on March 31, 2026, none of the Directors of the
Company hold instruments convertible into Equity Shares of the Company.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There is no change in the nature of business, of the Company during the financial year under review.

DIVIDEND:

During the year under review, the Board of Directors has not recommended any dividend on the Equity Shares of
the Company.

PUBLIC DEPOSITS:

The Company has not accepted any deposits from
the public, within the meaning of Section 73 of the
Act, read with the Companies (Acceptance of
Deposits) Rules,2014and hence there are no
unpaid/unclaimed deposits nor there is any default
in repayment thereof

MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes and
commitments affecting the financial position of the
Company between the end of the financial year and
date of this report.

MANAGEMENT'S DISCUSSION AND ANALYSIS
REPORT:

In terms of Regulation 34(2)(e) of the Listing
Regulations, 2015 read with other applicable
provisions, the detailed review of the operations,
performance and outlook of the Company and its
business is given in the Management's Discussion
and Analysis Report (MDA) which forms part of this
Annual Report as Annexure A and is incorporated
herein by reference and forms an integral part of
this report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
COMPANIES:

The Company has no Subsidiaries, Joint Ventures
and Associate Companies.

DIRECTORS' RESPONSIBILITY STATEMENT:

Based on the framework of internal financial
controls and compliance systems established and
maintained by the Company, work performed by
the Internal, Statutory and Secretarial Auditors,
including audit of internal financial controls over
financial reporting by the Statutory Auditors and
the reviews performed by the Management and the
relevant Board Committees, including the Audit
Committee, the Board is of the opinion that the
Company's internal financial controls were
effective during F.Y. 2025-26.

Accordingly, pursuant to the requirements of sub
section (3)© and sub section (5) of Section 134 of
the Act, with respect to Directors Responsibility
Statement it is hereby confirmed that:

a) in the preparation of the annual accounts
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 and there are
no material departures from the same;

b) the Directors have 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 as at March 31, 2026 and of the
profit & loss of the Company for the year ended
on that date;

c) the Directors have 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 Directors have prepared the annual accounts
for the financial year ended March 31, 2026 on a
going concern basis;

e) the Directors have laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and
are operating effectively; and

f) 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.

CORPORATE GOVERNANCE:

In terms of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a Report on "Corporate
Governance" is attached as an Annexure B and forms part
of this report.

CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES UNDER SECTION 188 OF THE COMPANIES
ACT,2013:

In line with the requirements of the Act and the SEBI
Listing Regulations, the Company has formulated a
Policy on Related Party Transactions and the same can
be accessed on the Company's website at
https://sheetalfoodworld.com/wp-
content/uploads/2026/05/g.-Policy-on-dealing-with-
related-party-transactions.pdf

During the year under review, all Related Party
Transactions that were entered into were in the Ordinary
Course of Business and at Arms' Length Basis. All
transactions entered with related parties were approved
by the Audit Committee.

Further in FY 2025-26, there were no material
transactions of the Company with any of its related
parties. Accordingly, transactions are being reported in
Form AOC-2 in terms of section 134 of the Act which is
annexed as Annexure C to this Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Company has always laid emphasis on progress with
social commitment. We believe strongly in our core values
of empowerment and betterment of not only the
employees but also our communities. The Company has

developed the policy on Corporate Social Responsibility
('CSR') and was recommended by the CSR Committee and
approved by the Board and the same can be accessed on
the Company' s website at
https://sheetalfoodworld.com/wp
-content/uploads/2025/05/corporate-social
-responsibility-policy.pdf

The brief outline of the CSR policy of the Company and the
initiatives undertaken by the Company on CSR activities
during the year under review are set out in Annexure D of
this report in the format prescribed in the Companies
(Corporate Social Responsibility Policy) Amendment
Rules, 2021.

RISK MANAGEMENT POLICY:

Pursuant to the requirement of Section 134(3)(n) of the
Act, the Company has in place a structured risk
management policy. The Company believes that
managing risks helps in maximising returns. The Risk
management process is designed to safeguard the
organisation from various risks through adequate and
timely actions. It is designed to anticipate, evaluate and
mitigate risks in order to minimize its impact on the
business.

The Risk Management Policy is designed to assist the
Board in its oversight of various risks, review and analyse
the risk exposure related to specific issues, provide
oversight of risk across the organisation.

INTERNAL CONTROL SYSTEM:

Sheetal Cool Products Limited's internal control system is
designed to ensure operational efficiency, protection,
accuracy and promptness in financial reporting and
compliance with laws and regulations. The internal
control system is supported by an internal audit process
for reviewing the design, adequacy and efficacy of the
Company's internal controls, including its systems and
processes and compliance with regulations and
procedures. Internal Audit Reports are discussed with the
Management and are reviewed by the Audit Committee of
the Board and necessary corrective actions are taken.

INTERNAL FINANCIAL CONTROLS AND THEIR
ADEQUACY:

The Company has put in place adequate policies and
procedures to ensure that the system of internal financial
control is commensurate with the size and nature of the
Company's business. The Audit Committee of the Board of
Directors actively reviews the adequacy and
effectiveness of the internal control systems and
suggests improvements to strengthen the same.

A regular audit and review processes ensure that the
controls are reinforced on an ongoing basis. Such
controls have been assessed during the year taking into
consideration the essential components of internal
financial controls. There are no reportable material
weaknesses or significant deficiencies in the design or

operation of internal financial controls were observed,
during the year ended March 31, 2026. Based on the above,
the Board believes that adequate Internal Financial
Controls exist and are effective.

BOARD'S OPINION ON THE INTEGRITY, EXPERTISE, AND
EXPERIENCE OF INDEPENDENT DIRECTORS APPOINTED
DURING THE YEAR

The Board of Directors is pleased to affirm its strong
confidence in the integrity, expertise, and experience of
the independent directors appointed during the year.
Each appointee has demonstrated exceptional
proficiency in their respective fields, bringing invaluable
knowledge and strategic insight to the Board.

The appointment process involved a rigorous selection
procedure, ensuring that candidates possessed not only
the necessary skills and qualifications but also upheld the
highest standards of ethical conduct and corporate
governance. The Board believes that the independent
directors appointed possess the integrity, objectivity, and
independence required to make impartial judgments,
safeguard shareholder interests, and effectively
challenge management.

The diverse backgrounds and experiences of these
directors, encompassing a wide range of industries and
disciplines, significantly enhance the overall governance
framework of the Company. Their professional expertise,
combined with a deep understanding of the industry,
ensures that the Board is well-equipped to navigate
complex business challenges and drive the Company's
long-term success.

In conclusion, the Board is confident that the independent
directors appointed during the year will continue to make
meaningful contributions to the Company's growth,
governance, and overall success.

NOMINATION AND REMUNERATION POLICY:

In terms of requirements prescribed under Section 178(3)
of the Companies Act, 2013, the Company has formulated
the Nomination and Remuneration Policy inter-alia
providing the terms for appointment and payment of
remuneration to Directors and Key Managerial Personnel
is h o sted o n th e Co m pa n y's website viz .
www.sheetalfoodworld.com.

ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES
AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of Sections 134(3)(p), 149(8) and
Schedule IV of the Companies Act, 2013, Sub rule (4) of
Rule 8 of Companies (Account) Rules, 2014 and in
accordance with the Guidance Note on Board Evaluation
issued by Securities and Exchange Board of India, the
Directors have carried out the annual performance
evaluation of the Board, Independent Directors, Non¬
executive Directors, Executive Directors, Committees and
the Chairman of the Board. The performance was

evaluated based on inputs received from all the directors
after considering criteria such as Board composition and
structure, effectiveness of Board / Committee processes,
and information provided to the Board, etc.

A separate meeting of the Independent Directors was also
held on February 26, 2026 during the year for the
evaluation of the performance of non-independent
Directors, performance of the Board as a whole and that
of the Chairman. The Board expressed their satisfaction
with the evaluation process.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT
DIRECTORS:

Independent Directors ('Ids') inducted to the Board are
provided orientation on the Company's business
operations, products, organization structure as well as the
Board constitution and its procedures through various
programmes/presentations.

The details of programme for familiarization of
Independent Directors with the Company, industry in
which it operates, their roles, rights and responsibilities
are made available on the website of the Company at the
link www.sheetalfoodworld.com

AUDITORS AND AUDITOR'S REPORT:

I. STATUTORY AUDITOR & AUDITOR'S REPORT:

At the 12th AGM held on September 20, 2025, the
Members approved Re-appointment of M/s. H.B.
Kalaria & Associates, Chartered Accountants
(Firm Registration No. 104571W) as Statutory
Auditors of the Company to hold office for a
period of five years from the conclusion of the
12th Annual General Meeting till the conclusion of
the 17th Annual General Meeting to be held in the
year 2030.

AUDITOR'S REPORT:

The Notes on financial statement referred to in
the Auditors' Report are self-explanatory and do
not call for any further comments. The Auditors'
Report does not contain any qualification,
reservation, adverse remark or disclaimer.

No instances of fraud have been reported by the
Statutory Auditors of the Company under
Sectionl43(l2) of the Act.

MAINTAINENCE OF COST RECORDS AS
SPECIFIED UNDER SECTION 148(1) OF THE
COMPANIES ACT, 2013:

The Directors of the Company to the best of their
knowledge and belief state that the Company has
maintained adequate Cost records as required to
be maintained by the Company under the
provisions of Section 148 of the Companies Act,
2013 read with the relevant Rules framed
thereunder.

II. COST AUDIT:

In terms of Section 148 of the Act, the Company is
required to have the audit of its cost records
conducted by a Cost Accountant. In this
connection, the Board of Directors of the
Company has on the recommendation of the
Audit Committee, approved the appointment of
M/s. Niketan Govindbhai Tadhani & Co. as the cost
auditors of the Company for the year ending 31st
March 2027.

In accordance with the provisions of Section
148(3) of the Act read with Rule 14 of the
Companies (Audit and Auditors) Rules, 2014, the
remuneration payable to the Cost Auditors as
recommended by the Audit Committee and
approved by the Board has to be ratified by the
members of the Company. Accordingly,
appropriate resolution forms part of the Notice
convening the AGM. M/s. Niketan Govindbhai
Tadhani & Co. have vast experience in the field of
cost audit and have been conducting the audit of
the cost records of the Company for the past
several years.

III. SECRETARIAL AUDITOR AND SECRETARIAL
AUDIT REPORT:

In accordance with the provisions of Section 204
of the Companies Act, 2013, read with Rule 9 of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014,

The Board of Directors wishes to inform that M/s.
Chetan Patel & Associates, Company
Secretaries in Practice, vide their letter dated 03
January 2026, have tendered their resignation as
the Secretarial Auditor of the Company.

The Board of Directors of the Company, at its
meeting held on February 26, 2026, appointed
M/s. Pitroda Nayan & Co., Practising Company
Secretaries, having Peer Review Certificate No.
5509/2024, as the Secretarial Auditor of the
Company for a term of 5 (Five) consecutive
years, from Financial Year 2025-26 to Financial
Year 2029-30. The said appointment was
subsequently approved by the shareholders
through Postal Ballot on April 02, 2026.

The Secretarial Audit Report for the financial
year ended March 31, 2026 is annexed herewith
and forms part of this Report as Annexure E.

The said report does not contain any
observations or qualification.

Accordingly, the Board assures the shareholders
and stakeholders that the Company is committed
to full adherence of all applicable laws, rules, and
regulations, and continuous improvement in the
compliance framework.

IV. INTERNAL AUDITOR

In accordance with the provisions of Section 138
of the Companies Act, 2013 read with Rule 13 of
the Companies (Accounts) Rules, 2014, the Board
of Directors of the Company, at its meeting, based
on the recommendation of the Audit Committee,
appointed Mr. Divyesh Vallabhbhai Dobariya,
Professional Accountant, Rajkot, as the Internal
Auditor of the Company to conduct the Internal
Audit functions and activities of the Company for
the Financial Year 2025-26, on such
remuneration as may be decided by the Board of
Directors.

COMPOSITION OF BOARD OF DIRECTORS

The Board of the Company has an optimum combination
of Executive Director, Non-Executive Non-Independent
Directors and Independent Directors. The composition of
the Board of Directors is in conformity with Regulation 17
of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations")
and Sections 149 & 152 of the Companies Act, 2013.

As on March 31, 2026, the Board of Directors of the
Company consists of six directors of which three are
Independent Directors. There is a representation of one
independent women director. Following are the list of
directors of Sheetal Cool Products Limited as on
31.03.2026.

NAME DESIGNATION

Mr. Bhupatbhai Dakubhai Bhuva Managing Director
Mr. Sanjaybhai Dakubhai Bhuva Whole Time Director
Mr. Dineshbhai Dakubhai Bhuva Whole Time Director
Mrs. Kiranben N Gajera Independent Director

Mr. Vijaybhai B Desai Independent Director

Mr. Ajaykumar V Mandanka Independent Director

A brief resume of the Directors seeking appointment/re-
appointment at the forthcoming Annual General Meeting
and other details as required to be disclosed in terms of
Regulation 36(3) of the SEBI Listing Regulations and
Secretarial Standard on General Meeting (SS-2) forms
part of the Notice calling the AGM. None of the Directors
are disqualified for appointment/re-appointment under
Section 164 of the Act. Mr. Bhupatbhai Bhuva, Mr.
Sanjaybhai Bhuva and Mr. dineshbhai Bhuva are brothers.
None of the other Directors are related inter-se to each
other.

In accordance with the provisions of the Act and the
Articles of Association of the Company, Mr. Dineshbhai
Dakubhai Bhuva, Director of the company, retires by
rotation at the ensuing Annual General Meeting and being
eligible, has offered himself for re-appointment. The
Board of Directors on the recommendation of the
Nomination and Remuneration Committee has
recommended his re-appointment.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT
DIRECTORS:

The Company has received individual declaration from
following Independent Director(s) of the Company stating
that they meet the criteria of independence as laid down
under Section 149(6) of the Act and Regulation 16(1){b) of
the SEBI Listing Regulations. The Independent Directors
of the Company as on March 31, 2026 are as under:

a) Mr. Ajaykumar V Mandanka

b) Mr. Vijaybhai B Desai

c) Mrs. Kiranben N Gajera

The above-mentioned Independent Directors have
confirmed that they have complied with the Code for
Independent Directors prescribed in Schedule IV to the
Act. The Independent Directors have further confirmed
that they are not aware of any circumstance or situation,
which exist or may be reasonably anticipated, that could
impair or impact their ability to discharge their duties
with an objective independent judgment and without any
external influence and that he is independent of the
management.

CHANGES IN COMPOSITION OF DIRECTORS AND KEY
MANAGERIAL PERSONNEL:

During the financial year and after end of the financial
year till the date of the report, the following changes took
place in the composition of the Board of Directors and
Key Managerial Personnel (KMP):

1. During the year under review, at the 12th Annual
General Meeting of the Company held on
September 20, 2025, the members approved the
re-appointment of the following Directors for a
further term of 5 (Five) consecutive years,
commencing from September 05, 2025 to
September 04, 2030:

• Mr. Bhupatbhai Dakubhai Bhuva (DIN:
06616061) as the Managing Director of the

Company.

• Mr. Dineshbhai Dakubhai Bhuva (DIN:
06616078) as a Whole-Time Director of the

Company.

• Mr. Sanjaybhai Dakubhai Bhuva (DIN:
06616086) as a Whole-Time Director of the

Company.

2. The Board of Directors of the Company have
approved in their respective meetings that:

• Mr. Bharat Trivedi resigned from his position
with the Company with effect from January 03,
2026.

• Ms. Rajshri M. Indoria was appointed to the said
position with effect from January 05, 2026.

Adequate notice is given to all the directors to schedule
the Board Meetings, agenda and detailed notes on
agenda were sent at least seven days in advance, and a
system exists for seeking and obtaining further
information and clarifications on the agenda items before

the meeting and for meaningful participation at the
meeting.

Board take decision by majority of directors while the
dissenting directors' views are captured and recorded as
part of the minutes.

MEETINGS OF THE BOARD:

Fourteen (14) meetings of the Board were held during the
year under review. For details of meetings of the Board,
please refer to the Corporate Governance in Annexure B.

COMMITTEES OF THE BOARD OF DIRECTORS:

AUDIT COMMITTEE

The details including the composition of the Audit
Committee, Meeting details, attendance at the
Meetings and terms of reference are included in
the Corporate Governance Report as Annexure
B, which forms a part of the Annual Report

STAKEHOLDERS RELATIONSHIP COMMITTEE

The details including the composition of the
Stakeholders Relationship Committee, Meeting
details, attendance at the Meetings and terms of
reference are included in the Corporate
Governance Report as Annexure B, which forms
a part of the Annual Report

NOMINATION AND REMUNERATION
COMMITTEE

The details including the composition of the
Nomination and Remuneration Committee,
Meeting details, attendance at the Meetings and
terms of reference are included in the Corporate
Governance Report as Annexure B, which forms
a part of the Annual Report

CORPORATE SOCIAL RESPONSIBILITY {"CSR")
COMMITTEE

The details including the composition of the CSR
Committee, Meeting details, attendance at the
Meetings and terms of reference are included in
the Corporate Governance Report as Annexure
D, which forms a part of the Annual Report

ANTI SEXUAL HARASSMENT COMMITTEE AND
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF
WOMAN ATWORKPLACE (PREVENTION,
PROHIBITIONAND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment
Policy in line with the requirements of the Sexual
Harassment of Woman at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. All women
employees (permanent, contractual, temporary and
trainee) are covered under this 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.

The following is a summary of Sexual Harassment
complaints received and disposed off during the year:

a.

Number of complaints of Sexual
Harassment received in the Year

NIL

b.

Number of Complaints disposed
off during the year

NIL

c.

Number of cases pending for
more than ninety days

NIL

RISK MANAGEMENT COMMITTEE:

Pursuant to Regulation 21 of the Securities and Exchange
Board of India (listing Obligations and Disclosure
Requirements) 2015 the Company is not included in the
top 1000 listed entities, determined on the basis of
market capitalization, as at the end of the immediate
previous financial year i.e. 2025-26. Therefore,
constitution of Risk Management Committee is not
applicable to the Company.

INDEPENDENT DIRECTORS MEETING:

During the year under review, the Independent Directors
of the Company met on February 26, 2026 inter alia to
discuss:

i. Evaluation of performance of Non-Independent
Directors and the Board of Directors of the
Company as a whole.

ii. Evaluation of performance of the Chairman of the
Company, taking into view of Executive and Non¬
Executive Directors.

iii. Evaluation of the quality, content and timelines of
flow of information between the Management
and the Board that is necessary for the Board to
effectively and reasonably perform its duties.

VIGIL MECHANISM/WHISTLEBLOWER POLICY:

In compliance with the provisions of Section 177 of the Act
and Regulation 22 of the SEBI Listing Regulations, the
Company has established a part of vigil mechanism for its
Directors and employees to report their concerns or
grievances. The said mechanism, inter alia, encompasses
the Whistle Blower Policy and it provides for adequate
safeguards against victimization of persons who use it.

The Vigil Mechanism provides appropriate avenues to the
Directors and employees to report to the management,
concerns about unethical behaviour, actual or suspected
fraud or violation of the code of conduct or policies of the
Company, as adopted/framed from time to time. The
Whistle Blower Policy is available website of the
Company at www.sheetalfoodworld.com.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS:

Particulars of Outstanding loans are provided in the

Financial Statements. Refer Notes to accounts of the
Financial Statements.

During the financial year under review, the Company has
complied with all the provisions and limits prescribed
under Section 186 of the Act in respect of the loans,
guarantees, and investments made by it.

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

Information as required to be given under Section 134(3)
(m) of the Act read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 is furnished in the annexure to this
report as Annexure G.

EXTRACT OF ANNUAL RETURN:

In terms of provisions of Section 92 of the Companies Act,
2013 and Rule 12 of Companies (Management and
Administration) Rules, 2014, a draft copy of Annual Return
of the Company in Form MGT-7 for the financial year
ended March31, 2026 is hosted on the Company's website
viz. www.sheetalfoodworld.com.

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES:

Disclosures with respect to the remuneration of
Directors and employees as required under
Section197(12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are provided under
Annexure F, which is annexed to this Report.

None of the employees of the Company were in receipt of
monthly or yearly remuneration in excess of the limits
specified under the Act and Rule 5(2) & Rule 5(3) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules,2014.

TRANSFER TO INVESTOR EDUCATION AND
PROTECTION FUND ("IEPF")

During the year under review, no amount towards the
unclaimed dividends was required to be transferred to
the Investor Education and Protection Fund established
by the Central Government in accordance with section
125 of the Companies Act, 2013 ("the Act").

Pursuant to the provisions of Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer
and Refund) Rules 2016 ("IEPF Rules"), as amended from
time to time, the shares on which dividend remains
unpaid / unclaimed for seven consecutive years or more
shall be transferred to the Investor's Education and
Protection Fund (IEPF). During the year under review, the
Company has not transferred any equity share to the
IEPF.

SECRETARIAL STANDARDS:

The Company has in place proper systems to ensure

compliance with the provisions of the applicable
Secretarial Standards issued by the Institute of Company
Secretaries of India on Board and General Meetings and
such systems are adequate and operating effectively.

ACCOUNTING STANDARDS:

In accordance with the notification issued by the Ministry
of Corporate Affairs, the Company has adopted Ind AS
notified under the Companies (Indian Accounting
Standards) Rules, 2015. The Financial Statements have
been prepared in accordance with Ind AS as notified
under the Companies (Indian Accounting Standards)
Rules, 2015 read with Section 133 of the Act. The transition
was carried out from IGAAP as prescribed under Section
133 of the Act, read with Rule 7 of the Companies
(Accounts) Rules,2014, to Ind AS.

SIGNIFICANT/ MATERIAL ORDERS PASSED BY THE
REGULATORS:

There were no significant/ material orders passed by the
regulators or courts or tribunals impacting the going
concern status of your Company and its operations in
future.

INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF
2016) AND ANY ONE-TIME SETTLEMENT:

During the year, there was no application made or any
proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) and any one-time
settlement with any Bank or Financial Institution during
the year under review.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE
VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE
TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS:

During the year under review, there was no instance of
one-time settlement with any Bank/Financial Institution.
Hence, the disclosure relating to difference between
amount of the valuation done at the time of onetime
settlement and the valuation done while taking loan from
the Banks/Financial Institutions is not applicable to the
Company.

MATERNITY BENEFIT

The Company affirms that it has duly complied with all
provisions of the Maternity Benefit Act, 1961, and has
extended all statutory benefits to eligible women
employees during the year.

INSURANCE:

The properties and assets of the Company are
adequately insured.

APPRECIATIONS AND ACKNOWLEDGEMENT:

The Board thanks the Company's distributors, dealers,
stockiest, customers, vendors, investors, banks,

employees and other stakeholders for their continuous support.

The Board also thanks the Government of India, Governments of various states in India and concerned Government
departments and agencies for their co-operation.

The Directors appreciate and value the contribution made by all our employees and their families and the contribution
made by every other member of the SCPL family for making the Company what it is.

By Order of the Board of Directors
For Sheetal Cool Products Limited

Sd/-

Bhupatbhai D. Bhuva

Date: September 05, 2026 Chairman & Managing Director

Place: Amreli [DIN: 06616061]

 
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Registered Office : 402, Nirmal Towers, Dwarakapuri Colony, Punjagutta, Hyderabad - 500082.
SEBI Registration No's: NSE / BSE / MCX : INZ000166638. Depository Participant: IN- DP-224-2016.
AMFI Registered Number - 29900 (ARN valid upto 24th July 2028) - AMFI-Registered Mutual Fund Distributor since June 2008.
Compliance Officer :- Name: Ch.V.A. Varaprasad, Mobile No.: 9393136201, E-mail:
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