Cool Caps Industries Ltd Directors Report

TO THE SHAREHOLDERS

Your Directors have pleasure in presenting herewith 11th Annual Report together with the Audited Statement of Accounts of your Company for the Year ended 31st March, 2026.

FINANCIAL HIGHLIGHTS:

The Companys financial performance for the year ended 31st March, 2026 is summarized below:

(INR in Lakhs, unless otherwise stated)

Particulars	Standalone 2025-26	Standalone 2024-25	Consolidated 2025-26	Consolidated 2024-25
Revenue from operations	24,099.67	10,062.55	53,088.71	23,848.91
Add: Other Income	1,318.19	1,856.29	2,603.74	3,335.79
Total Income	25,418.58	11,918.84	55,692.45	27,184.70
Less: Total Expenses [before depreciation]	23,890.72	10,028.19	53,737.08	24,864.43
Profit before depreciation and Tax	1527.86	1890.65	1955.37	2320.27
Less: Depreciation	504.48	432.76	838.82	729.14
Profit Before Tax	1,023.38	1457.89	1,116.55	1591.13
Less: Total Tax Expenses	264.19	367.85	279.66	393.91
Profit After Tax	759.19	1090.04	836.68	1197.22
Earnings Per Share - Basic / Diluted (Amount in Rs.)	0.65	0.94	0.72	1.04

PERFORMANCE REVIEW:

Standalone Financial Performance:

During the year under review, the company registered an Increase in revenue amounting to Rs. 24,099.67 Lakhs as compared to Rs. 10,062.55 Lakhs in the previous financial year 2024-25. The Company also witnessed a decrease in Profit before Tax amounting to Rs. 1,023.38 Lakhs as compared to Rs. 1457.89 Lakhs in the financial year 2024-25. For the financial year 2025-26, the Profit after Tax (PAT) was Rs. 759.19 Lakhs as compared to Rs. 1,090.04 Lakhs during the previous financial year 2024-25.

Consolidated Financial Performance:

During the Year under review, your company has consolidated turnover of Rs. 53,088.71 Lakhs as compared to Rs. 23,848.91 Lakhs in the previous financial year 2024-25. Profit before Tax was Rs. 1,116.55 Lakhs as compared to Rs. 1,591.03 in the previous financial year 2024-25. Profit after Tax Rs. 836.68 Lakhs as compared to Rs. 1,197.12 Lakhs in the previous financial year 2024-25.

DIVIDEND:

With a view to conserve resources for companys future requirements, your directors have not recommended any dividend for the year under consideration.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

You company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

TRANSFER TO RESERVES:

During the year under review, the Company has not proposed any amount to be transferred to General Reserve out of the net profits of the Company for the financial year 2025-26.

CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there was no change in the nature of business of the company.

DEPOSITS:

During the year under review, your Company did not accept or renewed any deposits within the meaning of provisions of Chapter V - Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and there remains no unpaid or unclaimed deposit with the Company at the end of financial year.

SHARE CAPITAL:

During the year, the Authorized Share Capital of the Company was increased from Rs. 15,00,00,000/- (Rupees Fifteen Crore only) to Rs. 35,00,00,000/- (Rupees Thirty-Five Crore only). Accordingly, as on March 31, 2026, the Authorized Share Capital of the Company is Rs. 35,00,00,000/- (Rupees Thirty-Five Crore only), divided into 17,50,00,000 (Seventeen Crore Fifty Lakh) Equity Shares of Rs. 2/- (Rupees Two only) each.

The Issued, Subscribed and Paid up equity share capital of the company as at 31st March, 2026 is Rs. 23,52,48,740 (Twenty-three crore fifty-two lakh forty-eight thousand seven hundred forty) divided into 11,76,24,370 (Eleven crore seventy-six lakh twenty-four thousand three hundred seventy) equity shares of Rs. 2/- (Rupees Two Only) each. Out of the total paid up share capital of the company, 67.24% is held by promoters and promoters group in fully dematerialized form and remaining balance of 32.76% is held by persons other than promoter and promoter group.

All the shares are in dematerialized form. During the year under review, the Company undertook various corporate actions in relation to its share capital. The Company sub-divided its existing Equity Shares Whereby each Equity Shares having a face value of Rs.10/- each was sub divided into 5 (Five) Equity Shares having a face value of Rs.2/- each, fully paid-up, pursuant to the approval of the shareholders and in accordance with the applicable provisions of law. Subsequently, the Company issued and allotted 5,78,00,000 (Five Crore Seventy-Eight Lakhs) Equity Shares of Rs.2/- each as fully paid-up Bonus Shares in the ratio of 1 (One) Equity Share for every 1 (One) existing Equity Share held by capitalizing the eligible reserves of the Company.

The Company had also undertaken a Rights Issue of Equity Shares during the year; however, owing to undersubscription, the Rights Issue was subsequently withdrawn in accordance with the applicable provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, and accordingly, no Equity Shares were allotted pursuant to the said Rights Issue and there was no consequential change in the paid-up share capital of the Company.

Further, during the year, the Company issued and allotted 20,24,370 (Twenty Lakhs Twenty-Four Thousand Three Hundred and Seventy) Equity Shares of face value of Rs. 2/- each to Purv Flexipack Limited, Promoter of the Company, pursuant to a preferential issue, in accordance with the approval of the shareholders and the applicable provisions of the Companies Act, 2013 and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The said allotment was made towards conversion of the existing loan

outstanding from Purv Flexipack Limited into equity shares of the Company. Accordingly, the funds represented by the loan were utilised against the allotment consideration on the date of allotment, and there was no further utilisation of fresh funds arising from the said preferential issue.

Consequently, the issued, subscribed and paid-up share capital of the Company stood at Rs.23,52,48,740 (Rupees Twenty-three crore fifty-two lakh forty-eight thousand seven hundred forty only) comprising 11,76,24,370 (Eleven crore seventy-six lakh twenty-four thousand three hundred seventy) Equity Shares of Rs.2/- each as on March 31, 2026.

EMPLOYEE STOCK OPTION SCHEME:

During the year under review, the shareholders of the Company approved the CC - Employee Stock Options Plan 2025 in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended from time to time. Pursuant to the approval of the shareholders, the maximum number of Employee Stock Options available for grant under the Scheme is 10,00,000 (Ten Lakh) Options. During the financial year 2025-26, the Company granted 7,500 (Seven Thousand Five Hundred) Employee Stock Options to eligible employees under the Scheme in accordance with its terms and applicable laws. The requisite disclosures relating to the Employee Stock Option Scheme are available on the website of the Company.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

Purv Ecoplast Private Limited (CIN: U37200WB2020PTC237712), Purv Technoplast Private Limited (Formerly Known as Purv Agro Farms Pvt Ltd) (CIN: U25111WB2020PTC238179), Purv Packaging Private Limited (CIN: U25209WB2020PTC240595) and Re.Act Waste Tech Private Limited (CIN: U37100WB2020PTC238337) are the wholly owned subsidiaries of Cool Caps Industries Limited.

In accordance with section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements of the Company, which forms part of the Annual Report. Pursuant to the aforesaid provisions of the Companies Act, 2013, a statement containing salient features of the financial statements of the Companys subsidiaries in form AOC-1 is attached herewith as Annexure - I to the financial statement of the Company. The statement also provides the details of performance and financial position of the subsidiaries of the Company.

The Company does not have any joint venture or Associate Company.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Composition of Board of Directors:

During the period under review, the Board of Directors of the Company duly constituted as per provisions of the Companies Act, 2013.

As on 31st March, 2026, The Board of company consists of Six (6) Directors. The composition and category of Directors are as follows:

S. No.		Name of Directors	DIN		Designation
1		Mr. Rajeev Goenka	00181693		Chairman and Managing Director
2		Mrs. Poonam Goenka	00304729		Non-executive Director
3		Mr. Vanshay Goenka	06444159		Non-Executive Director
4	Mr. Unnat Goenka			10388856		Non-Executive Director
5	Mr. Mohit Dujari			09118650		Independent Director
6	Mr. Sanjay Kumar Vyas			09118793		Independent Director

There were no changes were made in the Board of Directors and Key Managerial Personnel of the company during the Financial Year 2025-26.

Key Managerial Personnel:

Mr. Shivam Thakkar is the Chief Financial Officer and Mr. Arijit Ghosh is the Company Secretary and Compliance Officer of the company during the financial year under review.

There is no changes in the Key Managerial Personnel of the company during the Financial Year 2025-26.

Disclosure of Relationships between Directors Inter se:

Name of Directors	Relationship with other Directors
Rajeev Goenka	Husband of Mrs. Poonam Goenka and Father of Mr. Vanshay Goenka & Mr. Unnat Goenka
Poonam Goenka	Wife of Mr. Rajeev Goenka and mother of Mr. Vanshay Goenka & Mr. Unnat Goenka
Vanshay Goenka	Son of Mr. Rajeev Goenka and Mrs. Poonam Goenka. Brother of Mr. Unnat Goenka
Unnat Goenka	Son of Mr. Rajeev Goenka and Mrs. Poonam Goenka. Brother of Mr. Vanshay Goenka

Retirement by Rotation:

In terms of Section 152 of the Companies Act, 2013, Mr. Rajeev Goenka (DIN: 00181693), Director of the Company is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offered himself for re-appointment. Brief profile of Director seeking Appointment/Re-appointment is given as annexure A to the Notice of AGM.

The Board confirms that none of the Directors of the Company is disqualified from being appointed as Director in terms of Section 164 of the Companies Act, 2013 and necessary declaration has been obtained from all the Directors in this regard.

Declaration by Independent Director:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as specified under Section 149(6) of the Companies Act, 2013 read with schedules and rules issued thereunder. They have also confirmed that they meet the requirements of Independent Director as mentioned under Regulation 16(1)(b) of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015.

The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfil their duties as Independent Directors.

Pursuant to Data Bank Notification relating to IICA dated 22nd October, 2019 Companies (Accounts) Amendments Rules, 2019, Companies (Creation and Maintenance of Databank of Independent Directors)

2019 and Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019, all the existing Independent Directors have registered themselves with Indian Institute of Corporate Affairs.

SEPARATE MEETING OF INDEPENDENT DIRECTORS:

The Companys Independent Directors held their meeting on 24.02.2026, without the attendance of Non-Independent Directors and members of the management. All Independent Directors were present at the meeting.

BOARD MEETINGS:

During the Financial Year 2025-26, Twenty-Two numbers of Board Meetings were held, details of which are given below:

Sl. No.	Date of Meeting	Board strength	No. of Directors present
1.	25/04/2025	6	6
2.	14/05/2025	6	6
3.	17/06/2025	6	6
4.	26/06/2025	6	5
5.	27/06/2025	6	6
6.	07/07/2025	6	5
7.	06/08/2025	6	6
8.	21/08/2025	6	6
9.	29/08/2025	6	5
10.	11/09/2025	6	6
11.	16/09/2025	6	6
12.	19/09/2025	6	5
13.	06/10/2025	6	6
14.	23/10/2025	6	6
15.	30/10/2025	6	6
16.	11/11/2025	6	5
17.	10/01/2026	6	6
18.	21/01/2026	6	6
19.	27/01/2026	6	6
20.	04/02/2026	6	6
21.	28/02/2026	6	6
22.	18/03/2026	6	6

Frequency and Quorum at these Meetings were in conformity with the provisions of the Companies Act, 2013 and the Listing Regulation and the listing agreements entered into by the company with the Stock Exchange. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

COMMITTEES OF BOARD:

The Board of Directors has constituted three Committees, viz.;

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

Details of all the Committees along with their composition, terms of reference and meetings held during the year are provided in Annexure- II.

DIRECTORS APPOINTMENT, REMUNERATION AND ANNUAL EVALUATION:

Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder Relationship committee, including the Chairperson of the Board. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairperson and the Non-Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

The Companys Nomination & Remuneration policy which includes the Directors appointment & remuneration and criteria for determining qualifications, positive attributes, independence of the Director & other matters is available on the website of the Company at the link www.coolcapsindustries.in

Neither the Chairman and Managing Director nor Whole-time Director received any remuneration or commission from any of the Companys Subsidiaries.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3) (c) of the Companies Act, 2013 the Board of Directors of the Company confirm that:

(i) In the preparation of the annual accounts for the year ended 31st March, 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.

(ii) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at the end of financial year and the Profit of the Company for the year ended on that date;

(iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The Directors have prepared the annual accounts on a Going Concern basis;

(v) The Directors have laid down internal financial controls to be followed by the Company, which are adequate and operating effectively; and

(vi) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report has been furnished herewith to Boards Report as Annexure - III.

STATUTORY AUDITORS OBSERVATIONS:

The report of the Statutory Auditors along with notes to financial statements is enclosed to this 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 or adverse remark.

STATUTORY AUDITORS:

M/s. Keyur Shah & Associates, Chartered Accountants, Ahmedabad, tendered their resignation as the Statutory Auditors of the Company vide their letter dated December 27, 2025. Consequently, M/s. V. Singh & Associates, Chartered Accountants, Kolkata (FRN: 311017E), were appointed as the Statutory Auditors of the Company at the Extraordinary General Meeting held on February 4, 2026, to conduct the audit for the Financial Year 2025-26 and to hold office until the conclusion of the 11th Annual General Meeting. The said firm has also provided a certificate confirming its eligibility for re-appointment under Section 141 of the Companies Act, 2013.

Further, in accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every AGM.

SECRETARIAL AUDITOR:

Pursuant to provision of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), Mr. Hansraj Jaria, Company Secretary in Practice (Membership No. F7703, COP No. 19394), Kolkata has been re-appointed by the board as a secretarial auditor of the company for the Financial Year 2025-26.

The Secretarial Audit Report for the Financial Year ended 31st March, 2026 is attached herewith as Annexure- IV.

The observations and comments, if any, appearing in the secretarial audit report are self-explanatory and do not call for any further explanation/clarification. The secretarial auditor report does not contain any qualification, reservation or adverse remark.

INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 & the rules made there under (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the board of directors of the company on recommendation of Audit Committee, at their meeting held on 14/05/2025 had appointed M/s. Ankit Khater & Associates, having Firm Registration Number (FRN) 330618E, represented by Mr. Ankit Khater, as its proprietor, who is a Fellow Member of the Institute of Chartered Accountants of India, having membership number 306756, as Internal Auditors to conduct Internal Audit for the financial year 2025-26.

COST AUDIT:

Central Government has notified rules for Cost Audit and as per new Companies (Cost Records and Audit) Rules, 2014 issued by Ministry of Corporate Affairs, Cost audit report for the FY 2025-26 is not applicable to the Company.

2014, the Annual Return in Form MGT-7 for the financial year ended 31st March, 2026, will be available on the website of the Company at www.coolcapsindustries.in once it is filed with the Registrar of Companies and thereafter the same can be viewed by the members and stakeholders.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186:

The Company has given loans, made Investment, given guarantee and securities during the year under review with compliance of provisions of section 186 of Companies Act, 2013.

Details of loans, guarantees and investments as on 31.03.2026 are disclosed herewith.

Details of Loans Given as follows, which are repayable on demand:

(Rupees in Lakhs)

Name and CIN of the Company	Balance as on 31.03.2026
Purv Technoplast Pvt Ltd (CIN: U25111WB2020PTC238179)	1805.274
Purv Packaging Pvt Ltd (CIN: U25209WB2020PTC240595)	1235.396
Re.Act Waste Tech Pvt Ltd. (CIN: U37100WB2020PTC238337)	46.067
TOTAL	3086.737

Details of Guarantees provided for various Credit Facilities from HDFC Bank as mentioned in Annual Accounts for the FY 25-26:

(Rupees in Lakhs)

Name of the Company	Amount
Purv Ecoplast Pvt Ltd (CIN: U37200WB2020PTC237712)	2755.00
Purv Packaging Pvt Ltd (CIN: U25209WB2020PTC240595)	3050.00
Purv Technoplast Pvt Ltd (CIN: U25111WB2020PTC238179)	4450.00

Details of Investment made:

Name and CIN of the Company	Type of Investment	No. of Shares Acquired	Amount of Investment as at 31.03.2026	Extent of Holding
Purv Ecoplast Pvt Ltd (CIN: U37200WB2020PTC237712)	In Equity Shares	1,00,000	10.00	100%
Purv Technoplast Pvt Ltd (CIN: U25111WB2020PTC238179)	In Equity Shares	21,60,000	216.00	100%
Purv Packaging Pvt Ltd (CIN: U25209WB2020PTC240595)	In Equity Shares	1,00,000	10.00	100%
Re.Act Waste Tech Pvt Ltd (CIN: U37100WB2020PTC238337)	In Equity Shares	20,000	0.20	100%

RELATED PARTY TRANSACTIONS:

During the year under review, all transactions entered into with Related Parties were approved/ ratified by the Audit Committee and wherever required, were also approved by the Board of Directors of the Company. Omnibus approval from the Audit Committee was obtained for transactions of repetitive nature.

All related party transactions that were entered into during the financial year ended 31st March, 2026 were on an arms length basis and were in the ordinary course of business.

Further, significant related party transactions during the year under review made by the Company with Promoters, Directors, our Group Companies or other designated persons which may have a potential conflict with the interest of the Company at large is disclosed in Form AOC-2 is attached herewith as Annexure - V. However, the disclosure of transactions with related party for the year, as per Accounting Standard - 18 Related Party Disclosures is given in Note No. 2.32 to the Balance Sheet as on 31st March, 2026.

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

Pursuant to Regulation 34(3) and Schedule V, Para C, Clause 10(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has obtained a Certificate from a Practicing Company Secretary confirming that none of the Directors on the Board of the Company have been disqualified from being appointed or continuing as Directors in terms of Section 164 of the Companies Act, 2013. A copy of the said Certificate forms part of this Annual Report and is annexed herewith as Annexure VII.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

In accordance with the provisions of section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outage are as follows:

A. Conservation of Energy:

All the manufacturing/servicing/job work facilities continued their efforts to reduce the specific energy consumption. Specific and total energy consumption is tracked at individual block level and also at consolidated manufacturing or servicing level. Apart from regular practices and measures for energy conservation, many new initiatives were driven across the units. Some of them are mentioned below:

LED Lights in offices & factories in place of CFL in offices & factories Use of Natural Ventilation Switch off electrical appliances, whenever not required

Nevertheless, Company has taken various measures to conserve and minimize the use of energy wherever it is possible.

B. Technology Absorption:

Your Company is committed towards technology driven innovation and inculcating an innovation driven culture within the organization. During the year under review, your Company continued to work on advanced technologies, up gradation of existing technology and capability development in the critical areas of current and future growth.

C. Foreign Exchange Earnings and Outgo:

(Rupee In Lakhs)

Particulars	2025-26	2024-25
Total Earnings in Foreign Currency	-	217.86
Total Expenditure in Foreign Currency	8,049.70	2850.12

RISK MANAGEMENT POLICY:

The Listing Regulations required that all listed Companies shall lay down the procedure towards risk assessment. It also requires that the Company must frame, implement and monitor the risk management plan of the Company. To overcome this and as per the requirement of Section 134(3)(n) of the Companies Act, 2013 read with the rules made there under, if any, Board has framed a Risk Management Policy to oversee the mitigation plan including identification of element of risk, for the risk faced by the Company, which in the opinion of the Board may threaten the existence of the Company. The objective of the policy is to make an effective risk management system to ensure the long-term viability of the Companys business operations.

Although the Company has adopted the policy regarding the assessment of the risk and its updates are provided to the senior management of the Company the process for the mitigation of the risk is defined under the risk management policy of the company which are available for the access on our website www.coolcapsindustries.in .

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in all material respects, an adequate Internal Financial Control System over Financial Reporting and such Internal Financial controls over financial reporting were operating effectively.

The company has proper and adequate system of Internal control to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that transaction are authorized, recorded and reported correctly. The company has effective system in place for achieving efficiency in operations, optimum and effective utilization of resources, monitoring thereof and compliance with applicable laws.

LISTING OF EQUITY SHARES:

The Equity shares of the Company are listed on SME Emerged Platform of National Stock Exchange of India Limited. The Company is regular in payment of Annual Listing Fees and other compliance fees.

CREDIT RATING:

The Company has taken credit rating from M/s. INFOMERICS VALUATION AND RATING LTD vide credit rating report dated September 09, 2025 which is as under:

Particulars	Rating
Total Bank Loan Facilities Rated	Rs. 68.44 Crore (Rupees Sixty-Eight Crore Forty-Four Lakh Only)
Long Term Bank Facilities	Rs. 55.68 Crore (Rupees Fifty-Five Crore Sixty-Eight Lakh Only) IVR BBB+ Stable (IVR Triple B Minus with Stable Outlook)
Short Term Bank Facilities	Rs. 12.58 Crore (Rupees Twelve Crore Fifty-Eight Lakh Only)

1 IVR A3 (IVR A Three)

CORPORATE SOCIAL RESPONSIBILITY:

In compliance with Section 135 of the Act, the Company has undertaken CSR activities, projects and programs as provided in the CSR policy of the Company and as identified under Schedule VII of the Act and excluding activities undertaken in pursuance of its normal course of business. The Corporate Social Responsibility (CSR) Policy formulated by the Company is available at the website of the company at www.coolcapsindustries.in . The policy encompasses the philosophy of the Company for delineating its responsibility as a corporate citizen and lays down the guideline and mechanism for undertaking socially useful programs for welfare of the community at large and for under privileged community in the area of its operation in particular.

The Annual Report on CSR containing salient features of the CSR Policy, details of activities, and other information as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 are provided in Annexure VI attached to this Report.

VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES - WHISTLE BLOWER MECHANISM/ VIGIL MECHANISM:

The Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013. Through this policy, employees can raise concerns regarding any discrimination, harassment, victimization, any other unfair practice being adopted against them or any instances of fraud by or against your Company. Any incidents that are reported are investigated and suitable action taken in line with the Whistle Blower Policy. The said policy is available at the website of the Company at link www.coolcapsindustries.in .

CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:

The Board of directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed and disclosures to be made while dealing with shares of the Company, as well as the consequences of violations. The Policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company Securities.

The Insider trading Policy of the Company is available on our website ( http://www.coolcapsindustries.in ).

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the company has in place a policy on prevention of sexual harassment at work place. There was no case reported during the year under review under the said Policy.

The Companys goal has always been to create an open and safe workplace for every employee to feel empowered, irrespective of gender, sexual preferences and other factors, and contribute to the best of their abilities.

The following is a summary of complaints received and resolved during the reporting period:

1. Sexual Harassment NIL NIL NIL

2. Workplace Discrimination NIL NIL NIL

3. Child Labour NIL NIL NIL

4. Forced Labour NIL NIL NIL

5. Wages and Salary NIL NIL NIL

6. Other Issues NIL NIL NIL

MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961:

The Company has complied with the provisions of the Maternity Benefit Act, 1961, and during the year, there was no claim for maternity benefits by any woman employee. The Company continues to comply with the provisions of the Maternity Benefit Act, 1961, The Company remains committed to fostering an inclusive and supportive workplace for its women employees.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No Such Events occurred since the end of the Financial Year and the date of the Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY ANY REGULATING AUTHORITIES:

In the current financial year, no significant and material orders have been passed by any regulating authorities so as to affect the going concern of the business.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure- VIII to this Report.

SECRETARIAL STANDARDS AND STATEMENT FOR COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

The Company has complied with Secretarial Standards - 1 & 2 issued by the Institute of Company Secretaries of India on Board and General Meetings.

REPORTING OF FRAUDS BY AUDITORS:

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of section 143(12) of the Act (including any statutory modification(s) or re-enactment(s) for the time being in force.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:

There were no qualifications, reservations, adverse remarks or disclaimers made by Statutory Auditors of the Company in their Audit Report.

ENVIRONMENT, HEALTH AND SAFETY:

The Company accords the highest priority to Environment, Health and Safety. The management is constantly reviewing the safety standards of the employees and the management believes in the concept of sustainable development.

CORPORATE GOVERNANCE:

Since the Company is listed on SME Emerge Platform of NSE, by virtue of Regulation 15 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 (LODR) the compliance with the corporate governance provisions as specified in regulations 17 to 27 except Regulation 23 which has been made applicable to SME Listed Entities from 1st April 2025, and clauses (b) to (i) of sub regulation (2) of Regulation 46 and Para C, D and E of Schedule V are not applicable to the Company. Hence, Corporate Governance Report does not form part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):

The Business Responsibility and Sustainability Report as required under Regulation 34(2)(f) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, is not applicable on the company for the Financial Year ended 31st March, 2026.

OTHER DISCLOSURES:

a. The Company had no scheme or provision of money for the purchase of its own shares by employees/Directors or by trustees for the benefit of employees/Directors.

b. The Company has not entered into any one-time settlement proposal with any Bank or financial institution during the year.

c. As per available information, no application has been filed against the Company under the Insolvency and Bankruptcy Code, 2016 nor are any proceedings thereunder pending as on 31st March, 2026.

d. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year.

e. All the assets of the company are adequately insured and the company has developed proper system for taking insurance on all its insurable assets in order to mitigate.

ACKNOWLEDGEMENT:

Your Directors would like to express their appreciation for assistance and co-operation received from the Banks, Customers, Vendors and members during the year under review. Your Directors also wish to place on record their appreciation to employees at all levels for their hard work, dedication and commitment which has enabled the Company to march ahead.

For Cool Caps Industries Limited

Sd/- Rajeev Goenka DIN:00181693 Chairman and Managing Director