Sheetal Cool Products Ltd

TO

THE MEMBERS,

Your directors take pleasure in presenting the 11th Annual Report on the performance of the Company together with the Audited Financial Statements for the Financial Year ('FY') ended March 31, 2024.

1. Financial Results: [Amount in Lacs]

2. State of the Company's Affairs:

With consistent performance and sheer dedication, the Company was stable in performance. Not only, the Company was able to continue the momentum of earning profit but has shown outstanding performance by reaching the bottom-line profits of Rs. 2,820.94 Lakhs as compared to Rs. 2,769.95 Lakhs in the previous financial year. The Revenue from Operations for FY 2023-24 was Rs. 35,270.82 Lacs, which was greater than the previous year's Total Revenue of Rs. 34,026.42 Lacs by giving a rise of 3.65%. Consequently, the Company reported a profit after tax for FY 2023-24 of Rs 2,084.08 Lacs in comparison with a Profit after tax of Rs. 2,045.42 Lacs for FY 2023-24.

3. Dividend and Transfer to Reserves:

In order to plough back resources, your directors do not recommend any payment of dividend for the financial year. Further the Company has not transferred any amount to Reserves during the year.

4. Share Capital:

The paid-up Equity Share Capital of the Company as on March 31, 2024, is Rs. 10,50,00,000/- comprising 1,05,00,000 Equity Shares of Rs 10/- each. We would like to inform our shareholders that there is no change in the paid-up equity capital of the Company during FY 2023-24.

5. Employees Stock Options Scheme:

During the year, your company has not issued any shares under the Employees Stock Options Scheme to its employees.

6. Credit Rating:

During the year under review the Company has received following credit rating:

7. Management Discussion & Analysis:

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.

8. Corporate Governance Report:

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.

9. Change In The Nature Of Business

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

10. Director's Responsibility Statement:

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory, secretarial auditors and external consultants including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during FY 2023-24.

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that: i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures. ii. They 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 aairs of the Company at the end of the financial year and of the loss of the Company for that period. iii. They have taken proper and sucient 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. iv. They have prepared the annual accounts on a going concern basis. v. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating eectively. vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating eectively.

11. Director's and Key Managerial Personnel:

In accordance with the requirements of the Act and the Company's Articles of Association, Mr. Bhupatbhai Bhuva, (DIN: 06616061) retires by rotation and being eligible, oers himself for re-appointment. Relevant resolutions (Ordinary or Special, as applicable) seeking shareholders' approval forms part of the Notice of ensuing AGM.

Mr. Mahesh Purohit, Company Secretary of the company resigned w.e.f. May 15, 2023, and Mr. Bharat Trivedi appointed as a Company Secretary and Compliance Ocer of the company w.e.f. August 16, 2023.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2024, are:

12. Number of Meetings of the Board:

Twelve (12) meetings of the Board were held during the year under review. For details of meetings of the Board, please refer to the Corporate Governance Report as Annexure B, which forms a part of the Annual Report.

13. Performance Evaluation of Board, Committee & Directors:

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual Directors pursuant to the provisions of the Act and SEBI Listing Regulations. The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as the Board Composition and Structure; Degree of ful llment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long- term strategic planning, etc.); E ectiveness of board processes, information and functioning, etc.; Extent of co-ordination and cohesiveness between the Board and its Committees; and Quality of relationship between Board Members and the Management.

The performance of the committees was evaluated by the Board after seeking input from the committee members based on criteria such as the composition of committees, eectiveness of committee meetings, etc.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the board as a whole and the Chairman of the Company was evaluated, considering the work/contribution of Executive Directors and Non-Executive Directors. The Board and the NRC reviewed the performance of individual Directors based on criteria such as the contribution of the individual Director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017. At the Board Meeting that followed the meeting of the Independent Directors and meeting of NRC, the performance of the Board, its committees, and individual directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the independent director being evaluated. The Directors expressed their satisfaction with the evaluation process.

14. Vigil Mechanism:

The Company has established the necessary vigil mechanism for directors and employees in conQrmation with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, to report concerns about unethical behavior. The details of the policy are also available on www.scplco.com.

15. Internal Financial Controls:

The Company has an internal financial control system commensurate with the size and scale of its operations and the same has been operating eectively. The Internal Auditor evaluates the ecacy and adequacy of internal control system, accounting procedures and policies adopted by the Company for efficient conduct of its business, adherence to Company's policies, safeguarding of Company's assets, prevention and detection of frauds and errors and timely preparation of reliable financial information etc. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. SigniJcant audit observations and corrective actions thereon were presented to the Audit Committee of the Board.

16. 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.

17. Statutory Auditors:

At the 7th AGM held on December 28, 2020, the Members approved appointment of M/s. H.B. Kalaria & Associates, Chartered Accountants (Firm Registration No. 104571W) as Statutory Auditors of the Company to hold oce for a period of five years from the conclusion of the 7th Annual General Meeting till the conclusion of the 12th Annual General Meeting to be held in the year 2025.

18. Corporate Social Responsibility:

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 a t h t t p s : // w w w . s c p l c o . c o m / w p -content/uploads/2023/08/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.

19. Auditor's Report and Secretarial Audit Report:

The Statutory Auditor's Report and the Secretarial Auditor's Report are part of this annual report. Secretarial Auditor's Report is attached to this report as Annexure E.

In the Statutory Auditors' Report on the financial statements of the Company for the financial year ended on 31st March 2024, there is no Qualified/Adverse Opinion from Statutory Auditor during the financial year under review.

Secretarial Auditor's Report is self-explanatory in nature and there is no QualiDed/Adverse Opinion from Secretarial Auditor during the financial year under review.

20. Risk Management:

The Company has formulated the Risk Management Policy in order to safeguard the organization from various risks through timely actions. It is designed to mitigate the risk in order to minimize the impact of the risk on the Business. The Management is regularly reviewing the risk and is taking appropriate steps to mitigate the risk.

In the opinion of the Board there has been no identi cation of an element of risk that may threaten the existence of the Company.

21. Company Particulars of Loans, Guarantees or Investments:

During the year, your Company has not given any loans, provided guarantees or made investments in terms of the provisions of Section 186 of the Companies Act, 2013.

22. Related Party Transactions:

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 h t t p s : // w w w . s c p l c o . c o m / w p -content/uploads/2023/07/RELATED-PARTY-TRANSACTIONS-RTP-POLICY.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 2023-24, there were no material transactions of the Company with any of its related parties. Therefore, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2023-24 and hence the same is not provided.

23. Annual Return:

As provided under Section 92(3) and 134(3)(a) of the Act, read with Rule 12 of Chapter VII Rules of the

Companies (Management and Administration) Amendment Rules, 2020, Annual Return in Form MGT-7 for FY 2023-24 is uploaded on the website of the Company and can be accessed at web link https://scplco.com/wp-content/uploads/2024 /08/Draft-MGT-7-for-F.Y.-2023-24.pdf

24. Particulars of Employees:

Details Pertaining to remuneration and other details as required under Section 197 (12) of the Companies Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as Annexure F of this report.

25. Deposits from Public:

During the year under review, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).

26. Material changes and commitment aDecting the financial position of the Company:

There is not any material change and commitment which has occurred between the end of the financial year and the date of the report which aects the financial position of the Company.

27. Details of signiJcant and material orders passed by the regulators, courts, tribunals impacting the going concern status and company's operations in future.

During the year under review, no signiJcant material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and the Company's operations.

28. Cost Auditors:

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. Tadhani & Co. as the cost auditors of the Company for the year ending 31st March 2025.

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 ratiWed by the members of the Company. Accordingly, appropriate resolution forms part of the Notice convening the AGM. M/s. 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.

MAINTENANCE OF COST RECORDS:

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.

29. Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has always believed in providing a safe and harassment-free workplace for every individual working in the Company. The Company has complied with the applicable provisions of the POSH Act, and the rules framed thereunder, including the constitution of the Internal Complaints Committee. The Company has in place an Anti- Sexual Harassment Policy in line with the requirements of the POSH Act and the same is available on the company's website at https://www.scplco.com/wp-content/uploads/2023/07/Sexual-Harrasment-Policy.pdf. Further, no case has been received under the said act during the year.

30. Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo [Pursuant to Companies (Accounts) Rules, 2014]:

(A) Details of Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo:

(B) Technology Absorption:

31. Subsidiary, Joint Venture and Associate Company:

There has been no company or Institution which became or ceased to be Subsidiary, Joint venture or Associate Company during the reporting period.

32. Compliance Of Secretarial Standard:

Your Company has complied with all Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and approved by Central Government from time to time.

33. Policy On Directors' Appointment And Policy On Remuneration:

Pursuant to the requirements of the Companies Act, 2013, the policy on appointment of Board Members and policy on remuneration of the Directors, KMPs and other employees is attached as Annexure C to this report.

Explanations or comments by the Board on every qualiDcation, reservation or adverse remark or disclaimer made statutory auditor or secretarial auditor: This clause is Not Applicable as there are no such QualiDcations by any such auditor.

34. Other Disclosures:

Few statutory disclosures the Company is required to do are as under:

. The Company has not paid any commission to any of its Directors and hence, the provision of disclosure of commission paid to any Director as mentioned in Section 197 (14) is not applicable.

. There has been no instance of any revision in the Board's Report or the financial statement under Section 131(1) of the Act.

· No application made, or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the financial year ended March 31, 2024.

· All the recommendations made by the Audit Committee were accepted by the Board of Directors.

· The Company does not have any scheme or provision of money for the purchase of its own shares by employees/ Directors or by trustees for the benefit of employees/ Directors.

· No signiJcant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

· The financial statements have been prepared to comply in all material aspects with the accounting standards notified under Companies (Accounts) Rules, 2014, as amended from time to time and other relevant provisions of the Companies Act, 2013 and in conformity with Indian GAAP requires the

Management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including contingent liabilities) and the reported income and expenses during the year.

· There are no unclaimed dividends lies with the company required to be transferred into the Investor Education and Protection Fund.

· There is no fraud reported by auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government:].

· There are no instances with respect to the time of one-time settlement with the Banks or Financial Institutions.

35. Insurance:

The properties and assets of the Company are adequately insured.

36. Acknowledgment:

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.