Cool Caps Industries Ltd

TO

THE SHAREHOLDERS

Your Directors have pleasure in presenting herewith 9^th Annual Report together with the Audited Statement of Accounts of your Company for the Year ended 31^st March, 2024.

FINANCIAL HIGHLIGHTS:

The Company's financial performance for the year ended 31^st March, 2024 is summarized below:

PERFORMANCE REVIEW:

Standalone Financial Performance:

During the year under review, the company registered a decrease in revenue amounting to Rs. 9,974.65 Lakhs as compared to Rs. 12,819.11 Lakhs in the previous financial year 2022-23. The Company also witnessed a decrease in Profit before Tax amounting to Rs. 647.43 Lakhs as compare to Rs. 680.05 Lakhs in the financial year 2022-23. For the financial year 2023-24, the Profit after Tax (PAT) was Rs. 467.72 as compared to Rs. 490.74 during the previous financial year 2022-23.

Consolidated Financial Performance:

During the Year under review, your company has consolidated turnover of Rs. 15,333.76 Lakhs as compared to Rs. 18,164.31 Lakhs in the previous financial year 2022-23. Profit before Tax was Rs. 566.77 Lakhs as compared to Rs. 780.71 in the previous financial year 2022-23. Profit after Tax Rs. 393.06 Lakhs as compare to Rs. 570.96 Lakhs in the previous financial year 2022-23.

DIVIDEND:

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

TRANSFER TO RESERVE:

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 2023-24.

CHANGE IN THE NATURE OF BUSINESS:

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

DEPOSITS:

The company has not accepted any deposits from public as covered under Section 73 of Chapter V (Acceptance of Deposits by Companies) of the Companies Act, 2013.

SHARE CAPITAL:

The paid up equity share capital of the company as at 31^st March, 2024 is Rs.11,56,00,000 (Eleven Crore Fifty Six Lakhs) out of the total paid up share capital of the company, 74.33% is held by promoters and promoter's group in fully dematerialized form and remaining balance of 25.67% is held by persons other than promoter and promoter group. All the shares are in dematerialized form. During the year under review, the company has neither issued shares with differential rights as to dividend, voting or otherwise nor has issued any shares pursuant to stock option or sweat equity under any scheme. Further, none of the directors of the company holds investment convertible into equity shares of the company as at 31^st March, 2024.

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 Company's 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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

The following changes were made in the Board of Directors and Key Managerial Personnel of the company during the Financial Year 2023-24.

1. Mr. Arun Gourisaria (DIN: 00795886) resigned from the post of directorship w.e.f. 31/08/2023 and Mr Sanjeev Goenka (DIN: 00180575) was appointed as Additional Director w.e.f. 26/08/2023.

2. Mr. Sanjeev Goenka (DIN: 00180575) was regularized as Non-executive and Non-Independent Director of the Company, liable to retire by rotation at the 8^th Annual General Meeting of the Company.

3. Appointment of Mr Unnat Goenka (DIN: 10388856) as Additional Director w.e.f. 16/11/2023 and Resignation of Mr Sanjeev Goenka (DIN: 00180575) from his Directorship w.e.f. 16/11/2023.

Composition of Board of Directors:

As on 31^st March, 2024, The Board of company consists of Six (6) Directors. The composition and category of Directors are as follows:

Key Managerial Personnel:

Mr. Jai Prakash Shaw 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.

Disclosure of Relationships between Directors Inter se:

Retirement by Rotation:

In terms of Section 152 of the Companies Act, 2013, Mr. Vanshay Goenka (DIN: 06444159), 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 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.

Pursuant to Data Bank Notification relating to IICA dated 22^nd October, 2019 Companies (Accounts) Amendments Rules, 2019, Companies (Creation and Maintenance of Databank of Independent Directors) Rules, 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 Company's Independent Directors held their meeting on 18.01.2024, 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 2023-24, Fifteen numbers of Board Meetings were held, details of which are given below:

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:

The Company has devised a Policy for Directors' appointment and remuneration including criteria for determining qualifications, performance evaluation and other matters of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of both nonexecutive directors and executive directors.

The Company's Nomination & Remuneration policy which includes the Director's 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 Cum Managing Director nor Whole-time Director received any remuneration or commission from any of the Company's Subsidiaries.

DIRECTOR'S 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 31^st March, 2024, 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 Analyses Report has been furnished herewith to Board's 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 & Co., Chartered Accountants, Ahmedabad, (FRN 141173W) appointed as Statutory Auditors of the Company in the 5^th Annual General Meeting for a period of 5 years to hold the office till the conclusion of 9^th Annual General Meeting and they had also given a Certificate of eligibility under section 141 of the Companies Act, 2013.

Further, in accordance with the Companies Amendment Act, 2017, enforced on 7^th 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 reenactments) 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 2023-24.

The Secretarial Audit Report for the Financial Year ended 31^st March, 2024 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 03/05/2023 had appointed M/s. Seksaria Sanjay & Associates, having Firm Registration Number (FRN) 333118E, represented by Mr. Sanjay Kumar Seksaria, as its proprietor, who is a Fellow Member of the Institute of Chartered Accountants of India, having membership number 054353 as Internal Auditors to conduct Internal Audit for the financial year 2023-24.

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 2023-24 is not applicable to the Company.

ANNUAL RETURN:

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies (Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 for the financial year ended 31^st March, 2024, 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 31.03.2024 are disclosed herewith.

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

Details of Guarantees provided for various Credit Facilities from HDFC Bank as mentioned in Annual Accounts for the FY 23-24:

Details of Investment made:

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered into during the financial year ended 31^st March, 2024 were on an arm's 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. 2.34 to the Balance Sheet as on 31^st March, 2024.

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 outgo 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

Efforts have been made by Company to reduce or optimize the energy requirements at all the plants. Company encourages capital investment in energy saving equipment, plants or machinery. No significant investments were incurred during the year.

B. Technology Absorption:

The Company uses the latest technologies for improving the productivity and quality of its products and services. The Company has derived benefits like product improvement, cost reduction and product development.

The company has not initiated any research and development activities and thus no expenditure has been incurred on Research and Development.

C. Foreign Exchange Earnings and Outgo:

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 Company's 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 PVT LTD vide credit rating report dated December 05, 2023 which is as under:

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. The CSR Policy may be accessed on the Company's website at www.coolcapsindustries.in

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). PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company has set up Internal Complaints Committees in line with the requirement 'The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 the Company has a Policy on Prevention of Sexual Harassment at Workplace and has constituted an Internal Complaints Committee. There was no case reported during the year under review under the said Policy to Internal Complaints Committee.

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-VII to this Report.

SECRETARIAL STANDARDS AND STATEMENT FOR COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

The Company had complied with Secretarial Standards 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 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 (BRR):

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 31^st March, 2024.

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, 2024.

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 the

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.