TO
THE MEMBERS,
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.
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 |
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 Companys operational performance.
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.
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.
There is no change in the nature of business, of the Company during the financial year under review.
During the year under review, the Board of Directors has not recommended any dividend on the Equity Shares of the Company.
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
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.
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 Managements 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.
The Company has no Subsidiaries, Joint Ventures and Associate Companies.
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 Companys internal financial controls were effective during FY.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.
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.
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 Companys 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.
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 Companys 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.
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.
Sheetal Cool Products Limiteds 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 Companys 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.
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 Companys 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.
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 Companys 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 Companys growth, governance, and overall success.
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 hosted on the Companys website viz. www.sheetalfoodworld.com .
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.
Independent Directors (Ids) inducted to the Board are provided orientation on the Companys 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.sheetalfood world.com
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.
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 Section143(12) of the Act.
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.
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.
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.
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.Bhupathbai 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/reappointment 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. Bhupathbai 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.
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.
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. Bhupathbai 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 directorsviews are captured and recorded as part of the minutes.
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.
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
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
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
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
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 |
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.
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.
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 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.
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.
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 Companys website viz. www.sheetalfoodworld.com .
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.
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 Investors Education and Protection Fund (IEPF). During the year under review, the Company has not transferred any equity share to the IEPF.
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.
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.
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.
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.
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.
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.
The properties and assets of the Company are adequately insured.
The Board thanks the Companys 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/- Bhupathbai D. Bhuvai Chairman & Managing Director [DIN: 06616061]
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