Your directors take pleasure in presenting the 12th Annual Report on the performance otthe Company together with the Audited
Fina nci al State merits for the F inane ia I Year {'F'V) ende d M arch 31,2025.

1. Financial Results: [Amount 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 ot earning profit by reaching the bottom-line profits ot Rs. 2250.11 Lakhs as compared to
Rs. 2820.04 La khs i n the prev io u s f i na nci al year.

The Revenue from Operations for FY 2024-25 was Rs. 32,130.58 Lacs and reported a profit aftertax tor FY 2024-25 of Rs
1 ,656.88 Lacs in comparison with a Profit after lax of Rs.2,084.08 Lacs for FY 2023-24.

3. Dividend ancITransferto Reserves:

In order to plough back resources, your directors do not recommend any payment of dividend for Ihe financial year.
Fu rthe r the Com pany h as not iransfe rred any amount to Re se rves d u ring the year.

4. Share Capital:

The paid- u p £ quity Sha re Capital of the C om pa ny as on Ma rch 31,2 025, is Rs, 10.50. OO.OOOv'- com prisi n g 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 Com pany during FY 2024-25.

5. Employees Slock Opt ions Scheme:

D u r ing I h e year, your compa ny ha s not iss u ed a ny sha res u nde r th e E m pi oyees Stock O pt io n s Sch eme to its em pi oyees.

6. Credit Rating:

? u ring I h e year u n de r re v ie w th e Com pany has received follow i n g c redit rati ng:

7. Management Discussion & Analysis:

I n te rm s of Re guiati on 34{2}(e) of the Listi n g R egu lations. 2015 read wi th othe r a ppli ca ble p rovis ions, the detail ed 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 SEBJ (Listing Obligations and Disclosure Require moms) Regulations, 2015, a Report on “Corparaie
Governance" i s a ttach ed as a n Annex u re S a n d forms pa rt of i h i a repo rt.

9. CHANGE INTHE NATURE OF BUSINESS

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

10. Directors'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 interna!
financial controls over financial reporiing by the
statutory auditors and the reviews performed by
management and the relevant board commitiees,
including the audit commiitee, the Board is of the
opinion that the Company's internal financial controls
were adequate and effective during FY 2024-25.

Pursuant to Section 154(5) of the Act, 1 he Board of
Directors, to the best of their 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 affairs of the
Co mpany at the e n d of the 1 inane ia I yea r a nd
of 1 h e toss of the Company for that pe ri od.

iii. They have laken proper and sufficienl care
Tor the mai nienance of ad equa te acco u nti n g
records in accordance with the provisions of
Ihe Act for safeguarding the assets of ihe
Company and for preventing and Detecting
Fra u d a nd othe r i rre gularities.

iv. They have p repa red i he ann ual 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 effectively,

vi. They have devised proper systems to
ensure compliance with the provisions of all
applicable laws and that such systems are
adeq uate a n d ope rati n g effectivel y,

11. Directors and Key Managerial Personnel:

In accordance with the requirements of the Act and
the Company's Articles of Association, Mr.

Sanjaybhai Bhuva, (DIM: 06616078} retires by
rotation and being eligible, offers himself for re¬
appointment, Relevant resolutions (Ordinary or
Special, as applicable) seeking shareholders
app roval forms pa rt of th e Notice of e n s u i ng AG M.

Pursuant to the provisions of Section 203 of the Act,
the Key Managerial Personnel of the Company as on
March 31,2025, are:

Mr. Bhupat bhai Bhuva - Managing Director

(DlN:0661606l)

Mr. Sanjaybhai Bhuva -Whole time Director

(DIN: 06616086)

Mr. Dineshbhai Bhuva -Whole time Director

(DIN: 06616070)

Ms. Jinal Naha -Chief Financial Officer

Mr. Bharat PTrivedi -Company Secretary and

Compliance Officer

Number of Meetings of the Board:

Seven (7) meetings of the Board were held during the
year under review. For details of meetings of Ihe
Board, please refer to the Corporate Governance
Report as Annexure B, which forms a part of the
Annual Report.

12. Performance Evaluation of Board, Committee &
Directors:

The Board of Directors has carried out an annual
evaluaiion of its own performance, board
committees, and individual Directors pursuant lo Ihe
provisions of the Aci and SEBI Listing Regulations.
The performance of the Board was evaluated by the
Board after seeking inpuis from all the Directors on
the basis of criteria such as the Board Composition
and Structure; Degree of fulfillment of Key
responsibilities towards stakeholders (by way of
monitoring corporate governance practices,
participation in the long- term strategic planning,
etc,); Effectiveness of board processes, informal ion
and functioning, etc,; Extent of co-ordination and
cohesiveness between the Board and its
Commrttees; 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, effectiveness ot 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 workfooniribuiion of
Executive Directors and Mon-Executive Directors.

The Board and the NRC reviewed the performance of
individual Directors based on criteria such as the
contribution ofthe 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 Meeiing that followed the
meeting of the1 ndep enden! Di rectors a nd meet i n g or
NFtC, the performance ofthe Board, iis 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.

13. Vigil Mechanism:

The Company has established the necessary vigil
mechanism for directors and employees in
confirmation with Section 177(9) of the Act and
Regulation 22 of SEBI Listing Regulations, to report
concern s abou t unel h ica I behavi or, Th e detai I s of the
policy are also available on www.scpico.com.

14. Internal Financial Controls:

The Company has an internal financial control
system commensurate with the size and scale of its
operations and ihe same has been operating
effectively,The Internal Auditor evaluates ihe efficacy
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 Ihe report of internal audit
function, process owners undertake corrective
action in their respective areas and thereby
strengthen the controls. Significant audit
observations and corrective actions thereon were
p resented to the Audit Go m mittee of th e Boa rd.

15. 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 ofthe Annual Report,

15- Statute ry Au d iio rs;

At the 7th AGM held on December £8, £0£0, 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 office 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. further
they have been Re-appointed by the Board of
Director for tenure ot next 5 years subject to approval
ot shareholders till 17th Annual General meeting to
be he Id to r Financi al Vea r 2029-2030.

17. 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 ('CSP')
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://www, scplco.com/wp*
content/u pi oads/2 02 3/0 3/corporate-social*
responsi bil ity-po I icy. pdf.

The brief outline ot the GSR 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.

18. Auditor's Report and Secretariat 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 tor the financial year
ended on 31st March 2025, there is no
Qualitied/Adverse Opinion from Statutory Auditor
duri n g the fi na ncial year under review.

19. 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 lo
m iti gate the risk i n orde r to m in imize th e i mpact of the
risk on the Business. The Management is regularly
reviewing the risk and is taking appropriate steps to

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

ZQ, 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,

21. Related PartyTransactions:

!n 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
httpsi/./www.scplco.com/wp-
cOntent/uploads/2023/Q7/RELATED-PARTY'
TRAN S ACT IONS- RT P- POL IC Y. pdf.

During the year under review, ail 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 2024-25, there were no material
transactions of the Company with any of its related
parties. Therefore, the disclosure ot Related Party
Transactions as required under Section 134(3){h) ot
the Act in Form AOC-2 is not applicable to the
Company tor FY 2024-25 and hence the same is not
provided.

22. Annual Return;

In line with the requirement of the Companies
(Amendment) Act, 2017, effective from 31st July
2018, the extract of annual return is no longer
required to be part of the Board Report. However, for
the Compliance of Condrtions of Section 92 and
Section 134, draft copy ot the Annual Return tor the
frnancial year ended 31st March 2025 and other
policies of the Company shall be placed on the
Company’s website https://www.scplco.ODm/wp-
content/u pload s/2023/08/mgt-7-ty-2024-2025. pdf.

23. Particulars of Employees;

Details Pertaining to remuneration and other details
as requi red u n der Secti on 197 (12) of the Compan ies
Act read with Rule 5 of the Compa n ies (Appoi ntme nt
and Remuneration ot Managerial Personnel) Rules,
2014, is attached as An nexure F of this re pen

24. De p os i ts from P ubl ic:

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-
enactme ntf s) for the lime being i n to roe).

25. Material changes and commitment affecting the
financial position of the Company:

There is no material charge and commitment which
has occurred between the end of the financial year
and the date of the report which affects the financial
positionoftheCompany.

25. Details of significant 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 significant material
orders were passed by the Regulators or Courts or
Tribunals impacting the going concern status and the
Company's operations.

27, Cost Auditors:

In terms of Section 145 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 cosl
auditors of the Company for the year ending 31st
March 2026.

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 ACM. M/s. Tadhani & Co. have vast
experience in the field of cosi audit and have been
conducting the audit of the cost records of the
Company fo r th e past seve ral years.

MAINTENANCE OF COST RECORDS;

The Directors of the Company to the besi of iheir
knowledge and belief state that the Company has
maintained adequate Cost records as required io be
maintained by the Company under the provisions of
Section 148 of the Companies Act, 2013 read with
the relevant .R u ies fra rned I hereunde r,

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

20. 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
prov isi ons of S ecti on 186 of the Compa n i es Act .2013.

21. Related PartyTransactions;

in line with the requirements of the Act and the SEES I Listing Regulations, the Company has formulated a Policy on

(B) Technology Absorption:

30. 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.

31. Compliance of Secretarial Standard:

Your Company has complied with all Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI)
arid a pproved by Ce n t ral G ove rnment fro m time to ti m e.

32. POLICY ON DIRECTORS’APPOINTMENT AND POLICYON 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 oiher employees is attached as Annexure Cto this report.

33. Explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer
made statutory auditor or secretarial auditor:

The management has noted the Secretarial Auditor's report qualification regarding registration of charge for borrowing
mad e from Ax is Ba n k W h ere in m anag e m ent would I i ke to clarify th at Com pany hasn 1 filed th e CMC -1 i n presc ri bed ti me
due to non-cooperation from earlier Banker Sank of Baroda.

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.

T h ere has be en n o instance of any revision i n the Board¹ s Report or the f i n anci al state me nt u nder Sectio n 131(1)
of the Act.

N o app I ication made, o r a ny proceed i n g is pend i n g u ride r the I nsolvency and Bankru ptcy Code, 2016 dun n g the
f i rtanctal ye ar e n ded March 31,2025.

All the recom me n dati ons m ade by the Audit Co mmittee we re acce pte d by the B oard of Dire ctors.

Th e Com pany does not have any sch eme o r p rovision of mo n ey for the purchase of its own shares by employees/
? i recto rs or by l rgstees for the benefit of employees/ D i rectors.

No significant or material orders were passed by the Regulators or Couris or Tribunals which impact the going
concern status and Compa ny' s operations in future.

The financial statements have been prepared to comply in all material aspects with the accoutring standards
notified under Companies (Accounts) Rules, 2014, as amended from lime to time and other relevant provisions
of the Companies Act, 2013 and In conformity with Indian GAAP requires the Managemeni K> make esiimates
and assumptEons considered in the reported amounts of assets and liabilities (including contingent liabilities)
and the reported income and expenses during the year,

There am no unclaimed dividends lies wilh 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 olher lhan those which are
repo rtabl e to the Centra I Governm ent:].

T h ere are n o rnstance s with respect to the t ime of on e-ti m e settieme nt with the B anks o r Financi al I nstitution s.
The company has complied with the provisions of Maternity Benefit Acts.

35. INSURANCE:

The properties an d assets of th e Com pany are adeq irately i n su red.

36. Acknowledgment:

The Board lhanks ihe Company's distributors, dealers, stockiest, customers, vendors, investors, banks, employees and
oiher slake holders tor Lheir continuous support.

The Board also lhanks ihe Government of India, Governments ol various slates in India and concerned Government
departments and agencies tor their co-operation.

The Directors appreciate and value the coni ribui ion made by all our employees and lheir families and ihe contribution
made by every olher member of the SCPL family for making the Company what ii is.

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

Sd/-

Bhupatbhai D. Bhuva

Date: August 25, 2025 Chairman & Managing Director

Place: Amreli [DIM: 06616061]