SHEETAL COOL PRODUCTS LIMITED — Proxy Solicitation & Information Statement 2026

Jan 12, 2026

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Date: 09/01/2026

To,

BSE Limited National stock Exchange of India Limited Phiroze Jeejeebhoy Towers Exchange Plaza, Plot. No C/1, G Block Dalal Street Bandra-Kurla Complex Mumbai 400001 Bandra (East), Mumbai 400051

Scrip Code: 540757 Trading Symbol: SCPL

Sub: Notice of Extraordinary General Meeting of the Company

We would like to inform you that the Extraordinary General Meeting of the Company (“ EGM ”) is scheduled to be held on Thursday, the 05th February, 2026 at 12:00 P.M. at through Video Conferencing (VC) / Other Audio Visual Means (OAVM) to transact the business set out in the notice.

Pursuant to the provisions of Regulation 30 and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI (LODR) Regulations”), please find enclosed herewith a copy of the Notice dated January 07, 2026, together with the Explanatory Statement thereto, seeking approval of the Members of Sheetal Cool Product Limited on the following item of business in compliance with the relevant circulars issued by the Ministry of Corporate Affairs (“MCA”) and the Securities and Exchange Board of India (“SEBI”) in this regard.

Sr. No.	Particulars	Type of Resolution
1	ISSUANCE OF UP TO 8,40,000 (EIGHT LAKH FORTY THOUSAND) FULLY CONVERTIBLE WARRANTS BY WAY OF PREFERENTIAL ALLOTMENT ON PRIVATE PLACEMENT BASIS TO NON-PROMOTERS	Special Resolution

In compliance with the applicable circulars, the Notice is being sent to all Members whose names appear in the Register of Members / Register of Beneficial Owners maintained by the Depositories viz. National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”) and whose email address is registered with Depositories, Company and/or KFin Technologies Limited (“RTA”) as on Friday, January 02, 2026. The aforesaid Notice is also uploaded on the Company’s website i.e., www.sheetalfoodworld.com.

In compliance with the provisions of the Companies Act, 2013 and rules framed thereunder, and SEBI (LODR) Regulations, the Company has fixed the following dates in connection with the EGM:

Cut-off date to vote on EGM Resolution	Thursday, 29th January, 2026
Commencement of remote e-voting	From 9.00 a.m. (IST) on 02ndFebruary, 2026
Closure of remote e-voting	Upto 5.00 p.m. (IST) on 04thFebruary, 2026
Extra-Ordinary General Meeting	Thursday, 05th February, 2026 at 12:00 P.M. (IST)

Kindly take the same on record of your esteemed Exchange and disseminate it on your website.

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Thanking you,

Yours faithfully,

On behalf of Board of Directors SHEETAL COOL PRODUCTS LIMITED BHUPATBHAI Digitally signed by BHUPATBHAI DAKUBHAI DAKUBHAI BHUVA Date: 2026.01.09 19:18:46 BHUVA +05'30' BHUPATBHAI D. BHUVA MANAGING DIRECTOR DIN 06616061

Encl: Notice of EGM

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is hereby given that an Extraordinary General Meeting (‘EGM’) of the Members of Sheetal Cool Products Limited (the “Company”) will be held on Thursday, 05[th] February, 2026 at 12:00 P.M. at through Video Conferencing (VC) / Other Audio-Visual Means (OAVM) , in compliance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder, to transact the following business:

SPECIAL BUSINESSES:

RESOLUTION 1: - ISSUANCE OF UP TO 8,40,000 (EIGHT LAKH FORTY THOUSAND) FULLY CONVERTIBLE WARRANTS BY WAY OF PREFERENTIAL ALLOTMENT ON PRIVATE PLACEMENT BASIS TO NON-PROMOTERS

To consider and if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution :

“RESOLVED THAT pursuant to the provisions of Sections 23, 42, 62(1)(c) and other applicable provisions of the Companies Act, 2013 read with the Companies (Prospectus and Allotment of Securities) Rules, 2014 and the Companies (Share Capital and Debentures) Rules, 2014 {including any statutory modification(s) or re-enactment(s) thereof, for the time being in force} (hereinafter referred to as the “ Act ”), and in accordance with the provisions of Memorandum and Articles of Association of the Company, Uniform Listing Agreements entered into by the Company with the stock exchanges where the shares of the Company are listed (“ Stock Exchanges ”), the Rules, Regulations and Guidelines issued by the Securities and Exchange Board of India (“SEBI”) including the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“ ICDR Regulations ”), the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and in accordance with other applicable rules, regulations, circulars, notifications, clarifications and guidelines issued thereon, from time to time, by the Ministry of Corporate Affairs, SEBI and / or any other competent authorities, and subject to the approvals, consents, permissions and / or sanctions, as may be required from the Government of India, SEBI, Stock Exchanges and any other relevant statutory, regulatory, governmental authorities or departments, institutions or bodies and subject to such terms, conditions, alterations, corrections, changes, variations and / or modifications, if any, as may be prescribed by any one or more or all of them in granting such approvals, consents, permissions and / or sanctions and which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “ Board ” which term shall be deemed to include any Committee, which the Board has constituted or may hereafter constitute, to exercise one or more of its powers, including the powers conferred hereunder), consent of Members of the Company be and is hereby accorded to the Board to create, issue, offer and allot up to 8,40,000 (Eight Lakh Forty Thousand) Fully Convertible Warrants (“Warrants”), by way of preferential allotment on private placement basis.

RESOLVED FURTHER THAT as per the provisions of Chapter V of ICDR Regulations, the 'Relevant Date' for the purpose of determining the minimum issue / exercise price of Warrants / equity shares to be allotted on conversion of Warrants, shall be January 06, 2026, being the date 30 days prior to the date of passing of this resolution i.e. February 05, 2026.

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RESOLVED FURTHER THAT Warrants shall be convertible into equivalent number of fully paid-up equity shares of face value of ₹ 10/- (Rupee Ten Only) each at the option of Proposed Allottee, in one or more tranches, within 18 (eighteen) months from the date of allotment of such Warrants.

RESOLVED FURTHER THAT equity shares to be allotted upon conversion of Warrants shall be listed on the Stock Exchanges where the existing equity shares of the Company are listed and shall rank pari-passu in all respects including as to dividend, with the existing fully paidup equity shares of face value of ₹ 10/- (Rupee Ten Only) each of the Company and shall be subject to the provisions of Memorandum and Articles of Association of the Company.

RESOLVED FURTHER THAT issue of Warrants and equity shares to be allotted on exercise of Warrants shall be subject to the following terms and conditions:

a) Each Warrant held by Proposed Allottee shall entitle him to apply for and obtain allotment of one equity share at any time after the date of allotment but on or before the expiry of 18 months from the date of allotment of Warrants (“Warrant Exercise Period”).

b) An amount equivalent to 25% of the issue price of Warrants shall be paid by Proposed Allottee on or prior to the date of allotment of Warrants.

c) Balance amount i.e. 75% of the issue price of Warrants shall be paid by Proposed Allottee against the conversion of Warrants at any time during Warrant Exercise Period.

d) The pre-preferential shareholding, if any, of Proposed Allottee along with Warrants, being allotted and equity shares to be allotted to Proposed Allottee pursuant to the conversion of Warrants, shall be under lock-in for such period as may be prescribed under Chapter V of ICDR Regulations.

e) Warrants being allotted to Proposed Allottee shall not be sold, transferred, hypothecated or encumbered in any manner during the lock-in period provided under Chapter V of ICDR Regulations except to the extent and in the manner permitted there under.

f) Warrants shall be issued and allotted by the Company only in dematerialized form within a period of 15 days from the date of passing of Special Resolution by Members, provided that where the issue and allotment of said Warrants is pending on account of pendency of any approval for such issue and allotment by the Stock Exchange(s) and / or Regulatory Authorities, or Central Government, the issue and allotment shall be completed within a period of 15 days from the date of last such approval or within such further period(s) as may be prescribed or allowed by SEBI, Stock Exchange(s) and / or Regulatory Authorities etc.

g) Warrants and equity shares to be issued and allotted by the Company upon exercise of Warrants shall, in each case, be in dematerialized form.

h) The consideration for allotment of Warrants and / or equity shares arising out of exercise of such Warrants shall be paid to the Company from the bank account of Proposed Allottee.

i) Upon exercise of the option to convert Warrants within the tenure specified above, the Company shall ensure that the allotment of equity shares pursuant to exercise of Warrants is completed within 15 days from the date of such exercise by Proposed Allottee of such Warrants.

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j) In the event the Proposed Allottee do not exercise Warrants within Warrant Exercise Period of 18 months from the date of allotment, Warrants shall lapse and the amount paid upfront shall stand forfeited by the Company.

k) Warrants by themselves until converted into equity shares, do not give to Proposed Allottee any voting rights in the Company in respect of such Warrants. However, Proposed Allottee shall be entitled to any corporate action such as issuance of bonus shares, right issue, split or consolidation of shares etc. announced by the Company between the date of Warrants allotment and their conversion into equity shares.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board and / or Executive Directors and / or Key Managerial Personnel of the Company be and are hereby severally authorized for and on behalf of the Company to do all such acts, deeds, matters and things as it / they may in its / their absolute discretion consider necessary, desirable or expedient, including without limitation to make application to Stock Exchanges for obtaining in-principle approval, listing and trading of shares, filing of requisite documents with the Registrar of Companies, National Securities Depository Limited, Central Depository Services (India) Limited and / or such other authorities as may be necessary for the purpose, signing and execution of various deeds, documents and agreements and also to modify, accept and give effect to any modifications therein and the terms and conditions of the proposed issue, offer and allotment of the Warrants and allotment of Equity Shares upon conversion of Warrants, utilization of issue proceeds, signing of all the deeds and documents as may be required without being required to seek any further consent or approval of Members.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and is hereby authorized to settle any question, difficulty or doubt that may arise in this regard and also to delegate to the extent permitted by law, all or any of the powers herein conferred to any Executive Director or Key Managerial Personnel or any other officer(s) of the Company.”

By order of the Board For SHEETAL COOL PRODUCTS LIMITED

Sd/-

BHUPATBHAI DAKUBHAI BHUVA Date: January 07, 2026 Managing Director Place: Amreli DIN: 06616061

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NOTES:

1. The Ministry of Corporate Affairs (“ MCA ”), vide its General Circular No. 20/2020 dated May 05, 2020, read with the subsequent circulars issued from time-to-time, the latest one being General Circular No. 03/2025 dated September 22, 2025, (“ MCA Circulars ”), read with the applicable Securities of Exchange Board of India (“ SEBI ”) Circulars issued from time-to-time, allowing the Companies to conduct the ExtraOrdinary General Meeting (“ EGM ”) through Video Conferencing (“ VC ”) or Other AudioVisual Means (“ OAVM ”). In compliance with the provisions of the Companies Act, 2013 (the “ Act ”), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, (“ Listing Regulations ”) and MCA Circulars, the EGM of the Company shall be conducted through VC/OAVM. National Securities Depository Limited (“ NSDL ”) will be providing facilities in respect of:-

2. (a) voting through remote e-voting;

(b) participation in the EGM through VC/OAVM facility;

• (c) e-voting during the EGM.

• Pursuant to the MCA and Listing Regulations the facility to appoint proxy to attend and cast vote for the Members is not available for this EGM. The Body Corporates are entitled to appoint authorized representatives to attend the EGM through VC/OAVM and participate thereat and cast their votes through e-voting.

• The Members can join the EGM through VC/OAVM 15 minutes before, on and/or after the scheduled time of the commencement of the EGM by following the procedure mentioned in the Notice. The facility of participation at the EGM will be made available for 1,000 (One Thousand) Members on first come first served basis. This will not include large Shareholders (holding 2% or more of the Company’s shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel (KMP), etc. who are allowed to attend the EGM without restriction on account of first come first served basis.

• Participation of Members through VC/OAVM will be reckoned for the purpose of quorum for the EGM as per section 103 of the Companies Act, 2013 (the Act).

• Members of the Company under the category of Institutional Investors are encouraged to attend and vote at the EGM. Corporate Members intending to authorize their representatives to participate and vote are requested to send a certified true copy of the board resolution / authorization letter to the Company at cs@sheetalicecream.com or upload on the VC/OAVM portal / evoting portal.

• A statement pursuant to Section 102 of the Act in respect of the special business of the Notice is annexed hereto.

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1. All documents referred to in the Notice will also be available for electronic inspection without any fee by the Members from the date of circulation of this Notice up to the date of EGM. Members seeking to inspect such documents can send an email to cs@sheetalicecream.com.

2. Pursuant to the provisions of Section 108 of the Act, read with the rule 20 of the Companies (Management and Administration) Rules, 2014 and Listing Regulations, and the Circulars issued by the MCA, the Company is providing facility of remote e- voting to its Members in respect of the business to be transacted at the EGM. For this purpose, the Company has entered into an agreement with NSDL for facilitating voting through electronic means, as the authorized agency.

3. The facility of casting votes by a member using remote e-voting system as well as venue voting on the date of the EGM will be provided by NSDL. Members who have cast their votes by remote e-voting prior to the EGM may participate in the EGM but shall not be entitled to cast their votes again. The manner of voting remotely by Members holding shares in dematerialized mode, physical mode and for Members who have not registered their e-mail addresses is provided in the instructions for e-voting section which forms part of this Notice.

4. In line with the MCA, the Notice calling the EGM has been uploaded on the website of the Company at www.sheetalfoodworld.com. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”) at www.bseindia.com and www.nseindia.com respectively, and is also available on the website of NSDL at www.evoting.nsdl.com

5. In compliance with the Circulars, the Notice of the EGM, instructions for evoting are being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/ Depository Participants (“DPs”).

6. We urge Members to support our commitment to environmental protection by choosing to receive the Company’s communication through email. Members holding shares in demat mode, who have not registered their email addresses are requested to register their e-mail addresses with their respective DPs, and Members holding shares in physical mode are requested to update their e-mail addresses with the Company’s RTA at einward.ris@kfintech.com.

7. All the correspondence pertaining to shareholding, transfer of shares, transmission etc. should be lodged at the Company’s RTA at:- KFin Technologies Limited, Selenium, Tower B, Plot no. 31 & 32, Financial District, Nanakramguda, Serilingampally, Rangareddi, Hyderabad, Telangana, 500032, E-mail: einward.ris@kfintech.com.

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1. SEBI has mandated the submission of the PAN by every participant in the securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their DPs. Members holding shares in physical form are required to submit their PAN details to the RTA.

2. As per the provisions of Section 72 of the Act, the facility for making nomination is available for the Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. Members are requested to submit these details to their DPs in case the shares are held by them in electronic form, and to the RTA, in case the shares are held in physical form.

3. The Members who wish to nominate, any person to whom his securities shall vest in the event of his death may do so by submitting the attached nomination Form to the Company or the RTA of the Company. A nomination may be cancelled, or varied by nominating any other person in place of the present nominee, by the holder of securities who has made the nomination, by giving a notice of such cancellation or variation.

4. Since the EGM will be held through VC/OAVM in accordance with the Circulars, the route map, proxy form and attendance slip are not attached to this Notice.

5. Mr. Nayan Pitroda, Proprietor of the M/s. Pitroda Nayan & Co., Practicing Company Secretaries, has been appointed as the Scrutinizer to scrutinize the votes to be casted through remote e-voting and e-voting during the meeting in a fair and transparent manner. The Scrutinizer shall, immediately after and not later than 2 (two) working days from the conclusion of the meeting, make a Scrutinizer’s Report of the total votes cast in favour and against the resolution and invalid votes, if any, to the Chairman of the meeting.

6. The result of the e-voting along with the Scrutinizer’s Report, shall be displayed at the Registered Office of the Company and on its website viz. www.sheetalfoodworld.com immediately after declaration. The results shall also be forwarded to the stock exchanges where the Company’s equity shares are listed i.e. BSE and NSE within the timelines as prescribed by law.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING EGM ARE AS UNDER: -

The remote e-voting period begins on Monday, February 02, 2026 at 09:00 A.M. and ends on Wednesday, February 04, 2026 at 05:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. Thursday, January 29, 2026, may cast their vote electronically. The voting right of shareholders shall be in proportion to their

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share in the paid-up equity share capital of the Company as on the cut-off date, being Thursday, January 29, 2026.

- How do I vote electronically using NSDL e Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

- Step 1: Access to NSDL e Voting system

- A) Login method for e Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

• In terms of SEBI circular dated December 9, 2020 on e Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility. Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders

Login Method

Individual Shareholders holding securities in demat mode with NSDL.

1. For OTP based login you can click onhttps://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e- Voting period or joining virtual meeting & voting during the meeting. 2. ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.comeither on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner”icon under“Login”which is available under‘IDeAS’ section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e- Voting services under Value added services. Click on“Access to e- Voting”under e-Voting services and you will be able to see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting& votingduringthe meeting.

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1. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

2. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

3. Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.

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Individual	1. Users who have opted for CDSL Easi / Easiest facility, can login
Shareholders	through their existing user id and password. Option will be made
holding securities in	available to reach e-Voting page without any further authentication.
demat mode with	The users to login Easi /Easiest are requested to visit CDSL website
CDSL	www.cdslindia.com and click on login icon & New System Myeasi Tab
	and then user your existing my easi username & password.
	2. After successful login the Easi / Easiest user will be able to see the
	e-Voting option for eligible companies where the evoting is in
	progress as per the information provided by company. On clicking
	the evoting option, the user will be able to see e-Voting page of the
	e-Voting service provider for casting your vote during the remote e-
	Voting period or joining virtual meeting & voting during the meeting.
	Additionally, there is also links provided to access the system of all
	e-Voting Service Providers, so that the user can visit the e-Voting
	serviceproviders’ website directly.

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3. If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available onwww.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

Individual Shareholders (holding securities in demat mode) login through their depository participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e- Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e- Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

	Login type	Helpdesk details
	Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.comor call at 022-4886 7000
	Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800-21-09911
	B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode. How to Log-in to NSDL e-Voting website? 1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile.

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1. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

2. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

3. Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

1. Password details for shareholders other than Individual shareholders are given below: a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

2. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

c) How to retrieve your ‘initial password’?

• (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the

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.pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

  - (ii) If your email ID is not registered, please follow steps mentioned below in **process for those shareholders whose email ids are not registered.**

1. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

2. a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

3. b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

4. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

5. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

6. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

7. Now, you will have to click on “Login” button.

8. After you click on the “Login” button, Home page of e-Voting will open.

- Step 2: Cast your vote electronically and join General Meeting on NSDL e Voting system.

- How to cast your vote electronically and join General Meeting on NSDL e Voting

system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e- Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join Meeting”.

3. Now you are ready for e-Voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

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1. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to info@csnayan.com with a copy marked to evoting@nsdl.com. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on.: 022 - 4886 7000 or send a request to (Mr. Sachin Kareliya) at evoting@nsdl.com

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e- voting for the resolutions set out in this notice :

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to cs@sheetalicecream.com

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to cs@sheetalicecream.com. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the -

login method explained at step 1 (A ) i.e. Login method for e Voting and joining virtual meeting for Individual shareholders holding securities in demat mode .

1. Alternatively shareholder/members may send a request to evoting@nsdl.com for procuring user id and password for e-voting by providing above mentioned documents.

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1. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number -

and email ID correctly in their demat account in order to access e Voting facility.

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE EGM/AGM ARE AS UNDER:-

1. The procedure for e-Voting on the day of the EGM is same as the instructions mentioned above for remote e-voting.

2. Only those Members/ shareholders, who will be present in the EGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the EGM.

3. Members who have voted through Remote e-Voting will be eligible to attend the EGM/AGM. However, they will not be eligible to vote at the EGM.

4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the EGM shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE EGM/AGM THROUGH VC/OAVM ARE AS UNDER:

1. Member will be provided with a facility to attend the EGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system . After successful login, you can see link of “VC/OAVM” placed under “Join meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.

2. Members are encouraged to join the Meeting through Laptops for better experience.

3. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable WiFi or LAN Connection to mitigate any kind of aforesaid glitches.

5. Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at cs@sheetalicecream.com. The same will be replied by the company suitably.

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Given below are important SEBI updates for attention of the shareholders: -

• i) SEBI vide Circular Nos. SEBI/HO/OIAE/OIAE_ IAD- 1/P/CIR/2023/131 dated July 31, 2023, and SEBI/HO/OIAE/ OIAE_IAD- 1/P/CIR/2023/135 dated August 4, 2023, read with Master Circular No. SEBI/HO/OIAE/OIAE_IAD-1/P/ CIR/2023/145 dated July 31, 2023 (updated as on August 11, 2023), has established a common Online Dispute Resolution Portal (“ODR Portal”) for resolution of disputes arising in the Indian Securities Market. Pursuant to above-mentioned circulars, post exhausting the option to resolve their grievances with the RTA/ Company directly and through existing SCORES platform, the investors can initiate dispute resolution through the ODR Portal at https://scores.sebi.gov.in/ or through the website of the Company at www.sheetalfoodworld.com.

• ii) To mitigate unintended challenges on account of freezing of folios, SEBI vide its Circular No. SEBI/HO/ MIRSD/POD- 1/P/CIR/2023/181 dated November 17, 2023, has done away with the provision regarding freezing of folios not having PAN, KYC, and Nomination details. Members may also refer to relevant FAQs published by SEBI on its website and can be viewed at the following link https://www.sebi.gov.in/sebi_data/faqfil es/jan-2024/1704433843359.pdf In compliance to the SEBI Circular SEBI/ HO/ MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022, if the service requests are received by RTA (like Issue of duplicate securities certificate, claim from unclaimed suspense account, renewal/ exchange, endorsement, subdivision/ splitting, consolidation of securities certificates/ folios, transmission and transposition of securities) from those Members whose details, as mentioned in SEBI Circular dated November 3, 2021, are duly updated in the system, the RTA/ Company shall verify and process the service requests and issue a “Letter of Confirmation” in lieu of physical securities certificate(s), to the securities holder/ claimant within 30 (Thirty) days of its receipt of such request after removing objections, if any, which shall be valid for a period of 120 (One Hundred and Twenty) days from the date of its issuance, within which the securities holder/ claimant shall make a request to the DP for dematerialising the said securities. If the Members fail to submit the dematerialisation request within 120 (One Hundred and Twenty) days, then the Company shall credit those shares in the Suspense Escrow Demat account held by the Company. Members can claim these shares transferred to Suspense Escrow Demat account on submission of necessary documentation.

• iii) Members may please note that SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/ 2022/8 dated January 25, 2022 has mandated the listed companies to issue securities in demat form only while processing service requests viz. issue of duplicate securities certificate, claim from unclaimed suspense account, renewal/ exchange of securities certificate, endorsement, sub-division/ splitting of securities certificate, consolidation of securities certificates/ folios, transmission and transposition. Accordingly, Members

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are requested to make service requests by submitting a duly filled and signed Form No. ISR-4. Members holding equity shares of the Company in physical form are requested to kindly get their equity shares converted into demat/ electronic form to get inherent benefits of dematerialisation and also considering that physical transfer of equity shares/ issuance of equity shares in physical form have been disallowed by SEBI.

By order of the Board For SHEETAL COOL PRODUCTS LIMITED

Sd/BHUPATBHAI DAKUBHAI BHUVA Date: January 07, 2026 Managing Director Place: Amreli DIN: 06616061

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STATEMENT PURSUANT TO SECTION 102 READ WITH SECTION 110 OF THE COMPANIES ACT, 2013.

ITEM-1:

The Special Resolutions set out in Item No. 1 of this Notice are proposed pursuant to the provisions of Sections 23, 42, and 62 of the Companies Act, 2013 (the “Act”) and in accordance with the provisions of Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“ICDR Regulations”).

The Company proposes to issue, offer and allot on a preferential basis:

1. Up to 8,40,000 (Eight Lakh Forty thousand) Fully Convertible Warrants (“Warrants”), each carrying a right to subscribe to equity share of the Company having face value of ₹ 10/- (Rupee One Only) each, to non-promoter at an issue price of ₹ 317/- (Rupees Three Hundred Seventeen Only) per Warrant, which is higher than the price determined in accordance with Chapter V of ICDR Regulations. The total amount to be raised from the issue of Warrants shall aggregate up to ₹ 26,62,80,000 (Rupees Twenty-six crore sixty-two lakhs eighty thousand Only); and

The said proposals have been considered and approved by the Board at its meeting held on January 07, 2026. The proposed preferential issues to Proposed Allottees are subject to the receipt of all necessary stipulated approvals including that of Members, Stock Exchanges etc.

The details of the issues and other particulars as required in terms of Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, Rule 13 of the Companies (Share Capital and Debentures) Rules, 2014, in terms of BSE Notice No. 20221213-47 dated December 13, 2022 and NSE Circular No. NSE/CML/2022/56 dated December 13, 2022 with respect to the additional disclosures for objects of the issues and Regulation 163 of ICDR Regulations are set forth below:

1. Objects of the Preferential Issue

The proceeds of the Preferential Issue are proposed to be utilized for:

Sr. No.	Object of the Issue	Amount (₹ In Crore)
1.	Deployment of deep freezers to expand retail outlet coverage	15.00
2.	Advertising, Marketing and Promotional Activities	11.62

2. Maximum number of specified securities to be issued

The Company shall issue 8,40,000 Fully Convertible Warrants.

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3. Relevant date

The "Relevant Date" as per Regulation 161 of the SEBI ICDR Regulations is Tuesday i.e., 06[th] January, 2026 (i.e., 30 days prior to the date of EGM and where the Relevant Date falls on a weekend or a holiday, the day preceding such weekend or holiday shall be reckoned to be the Relevant Date in accordance with the SEBI ICDR Regulations).

4. Pricing of the Preferential Issue

The Equity Shares of the Company are listed at the BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”). The issue of convertible warrants to the Proposed Allottee will be at Rs. 317/- per warrant which is higher than the calculated price in accordance with Regulation 164 of the SEBI (ICDR) Regulations. (Being frequently traded shares).

Hence, based on the above, the Board of Directors of the Company has decided the issue price of Convertible Warrants on preferential basis shall be at Rs. 317/- each.

5. Basis for Preferential Allotment

The issue is being made to the Proposed Allottees, who have expressed interest in subscribing to the Convertible Warrants and have agreed to bring in the required funds.

6. The Name and Address of Monitoring Agency

Not Applicable

7. Intent of the Promoters/Directors/Key Managerial Personnel or senior management of the issuer to subscribe to the offer

None of the Promoter Group, Directors or Key Managerial Personnel or Senior Management of the Company intend to subscribe to the offer.

8. Tenure

The Warrants shall be convertible into equity shares within a period of 18 (Eighteen) months from the date of allotment of the Warrants.

9. Lock-in Period

The Convertible Warrants to be allotted will be subject to lock-in as per the provisions of Chapter V of the SEBI ICDR Regulations.

The Proposed Allottee does not hold any equity shares in the Company prior to the proposed preferential issue. Accordingly, the requirement of lock-in of pre-preferential shareholding under Regulation 167(6) of the SEBI (ICDR) Regulations, 2018 is not applicable.

10. Listing

The Company will make an application to the Stock Exchanges on which the existing Equity Shares are listed, for listing of the Equity Shares allotted to the Convertible Warrant holders pursuant to conversion of the Convertible Warrants. Such Equity Shares, once allotted,

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shall rank pari-passu with the existing Equity Shares of the Company in all respects, including dividend and voting rights.

11.Shareholding Pattern before and after the preferential issue

The Shareholding Pattern giving the present position and also considering full allotment of Convertible Warrants to non-promoters, as per Resolution of the Notice is given below:

Sr. No	Category	Pre-Issue 31.12.2025)	(As on	Post Issue after *Convertible Warrants **	Post Issue after *Convertible Warrants **
		No. of Shares	(%) of Holding	No. of *Shares **	(%) of *holding **
A. Promoter Holding
(A)	Shareholding of Promoter and Promoter Group
1	Indian
(a)	Individuals/ Hindu Undivided Family	68,87,400	65.59%	68,87,400	60.735%
(b)	Bodies Corporate	-	-	-	-
(c)	Financial Institutions/ Banks	-	-	-	-
(d)	Any Others	-	-	-	-
	Sub Total(A)(1)	68,87,400	65.59%	68,87,400	60.735%
2	Foreign
A	Individuals (Non Residents Individuals/ Foreign Individuals)	-	-	-	-
B	Bodies Corporate	-	-	-	-
C	Institutions	-	-	-	-
D	Any Other	-	-	-	-
	Sub Total(A)(2)	-	-	-	-
	Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2)	68,87,400	65.59%	68,87,400	60.735%
**B. Non- **	Promoter’s/Public Holding
1	Institutions (Domestic)
(a)	Mutual Funds/ UTI	-	-	-	-
(b)	Any Other	-	-	-	-
	Sub Total(B)(1)	-	-	-	-
2	Institutions (Foreign)
	Foreign Portfolio Investors Category I	17	0.00%	17	0.00%
	Sub Total(B)(2)	17	0.00%	17	0.00%
3	Non-institutions
(a)	Bodies Corporate	1,12,837	1.07%	1,12,837	0.10%

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(b)	Non-Resident Indians (NRIs)	57,124	0.54%	57,124	0.51%
(c)	Foreign Companies	0	0.00%	0	0.00%
(d)	Individuals	33,05,358	31.48%	36,05,358	31.79%
(e)	IEPF	0	0.00%	0	0.00%
(f)	Any other (Unclaimed or Suspense or Escrow Account; LLP; HUF and Clearing Members)	1,37,264	1.31%	6,77,264	5.97%
	Sub Total(B)(3)	36,12,583	34.40%	44,52,583	39.264%
	Total Public Shareholding (B)= (B)(1)+(B)(2) +(B)(3)	36,12,600	34.41%	44,52,600	39.265%
	GRAND TOTAL (A)+(B)	1,05,00,000	100.00%	1,13,40,000	100.00%

• the figures in the shareholding pattern are based on the assumption that all the Warrants will be subscribed pursuant to the shareholders’ resolution and all the said Warrants will be exercised / converted into equity shares. However, if any Warrants are not subscribed or exercised, the figures will change accordingly.

12. Time frame within which the preferential issue shall be completed

In accordance with Regulation 170 of the SEBI ICDR Regulations, the allotment of the Warrants shall be completed within a period of 15 (fifteen) days from the date of passing of the resolution by the shareholders, provided that where the allotment is pending on account of pendency of any approval(s) or permission(s) from any regulatory authority / body, the allotment shall be completed by the Company within a period of 15 (fifteen) days from the date of such approval(s) or permission(s).

13. Identity of the natural persons who are the ultimate beneficial owners of the shares proposed to be allotted and/or who ultimately control the Proposed Allottee:

Sr. No.	Name of the Allottee	Ultimate Beneficial owner
1.	Orbit Financial Capital	1. Meena Sheth 2. Mamta Ashish Sheth 3. Amit Arvind Sheth HUF 4. Shreya Amit Sheth 5. Ashish Arvind Sheth HUF 6. Aanya Amit Sheth 7. Athena Amit Sheth and 8. Amyra Ashish Sheth

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14.The percentage of post preferential issue capital that may be held by the allottee and change in control, if any, in the issuer consequent to the preferential issue

Sr. No.	Name of the Allottee	Category	Pre- Preferential Holding	Pre- Preferential Holding	Number of shares to be allotted	Post – Preferential Holding*	Post – Preferential Holding*
1	Orbit Financial Capital (Partnership Firm represented by its partners- 1. Meena Sheth 2. Mamta Ashish Sheth 3. Amit Arvind Sheth HUF 4. Shreya Amit Sheth 5. Ashish Arvind Sheth HUF 6. Aanya Amit Sheth 7. Athena Amit Sheth and Amyra Ashish Sheth	Non- Promoter	0	0.00	5,40,000	5,40,000	4.76%
2	Amit Sheth	Non- Promoter	0	0.00	1,00,000	1,00,000	0.88%
3	Ashish Sheth	Non- Promoter	0	0.00	1,00,000	1,00,000	0.88%
4	Mamta Sheth	Non- Promoter	0	0.00	1,00,000	1,00,000	0.88%

15.Material terms of issue of Equity Shares, to be issued upon conversion of Convertible Warrants, on Preferential Basis

The Equity Shares to be issued, upon conversion of convertible warrants shall rank pari – passu with the existing Equity Shares of the Company in all respects.

16.Undertaking

The Company hereby undertakes that:

a) Neither the Company, nor its Directors’ or Promoters have been declared as wilful defaulter or fraudulent borrower as defined under the SEBI ICDR Regulations. None of its Directors or Promoter is a fugitive economic offender as defined under the SEBI ICDR Regulations.

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b) The Company is eligible to make the Preferential Issue to the Proposed Allottees under Chapter V of the SEBI ICDR Regulations.

c) As the Equity Shares have been listed for a period of more than ninety days as on the Relevant Date, the provisions of Regulation 164(3) of SEBI ICDR Regulations governing re-computation of the price of shares shall not be applicable.

d) The Company shall re-compute the price of the equity shares to be allotted under the Preferential Issue, in terms of the provisions of SEBI ICDR Regulations where it is required to do so.

e) If the amount payable on account of the re-computation of price is not paid within the time stipulated in the SEBI ICDR Regulations, the equity shares to be allotted under the Preferential Issue shall continue to be locked-in till the time such amount is paid by the warrant holder.

17.The current and proposed status of the allottee post the preferential issues namely, promoter or non-promoter:

As mentioned above, the Proposed Allottees are non-promoters and such status will continue to remain the same post the Preferential Issue.

18.Practicing Company Secretary’s Certificate:

The certificate from M/s. Pitroda Nayan & Co., Practicing Company Secretary, certifying that the Preferential Issue is being made in accordance with the requirements contained in the SEBI ICDR Regulations shall be made available for inspection by the Members during the meeting.

This certificate is also placed on the website of the Company: www.sheetalfoodworld.com

19.Other Disclosures

a) The Company is in compliance with the conditions of continuous listing under SEBI LODR Regulations.

b) Neither the Company nor its directors or promoters are categorized as wilful defaulters or fraudulent borrowers as per applicable SEBI guidelines.

c) The Company has not made any preferential allotment of equity shares/convertible warrants during the year preceding the date of this notice.

d) The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer is not applicable as the allotment of equity shares under the Preferential Issue is for a cash consideration.

e) The Company has obtained the Permanent Account Number (PAN) of the Proposed Allottees. None of the proposed allottees are Qualified Institutional Buyers (QIB).

f) The Company does not have any outstanding dues to SEBI, Stock Exchanges or the Depositories.

g) The Company shall make an application to the Stock Exchange for seeking their In-principal approval for the proposed preferential issue.

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20.The Proposed Allottees have confirmed that:

• i. they have not sold any equity shares of the Company during the 90 Trading Days preceding the relevant date.

• ii. they have not been debarred from accessing the capital market or have been restrained by any regulatory authority from, directly or indirectly, acquiring the said securities.

• iii. they shall undertake to comply with the provision of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 2011, as amended (if applicable).

21.Principal terms of assets charged as securities

Not Applicable

22.Valuation Report from an Independent Registered Valuer

The Proposed Preferential Issue results in allotment of more than 5% (five per cent) of the post issue fully diluted share capital of the Company, so the Company has obtained a valuation report pursuant to Regulation 166A of SEBI (ICDR) Regulations, 2018 from M/s. Procurve Valux Private Limited, Registered Valuer- (Reg No: IBBI/RV-E/02/2025/218) and considered the same for determining the price.

Further the Proposed Preferential Issue is not expected to result in change of control.

This report is also placed on the website of the Company www.sheetalfoodworld.com

The Board of Director believe that the proposed preferential issue is in the best interest of the company and its members and therefore recommends the Special Resolution as set out in this notice, to the members for their approval.

None of the Directors or Key Managerial Personnel of the Company or their relatives are concerned or interested financially or otherwise in the proposed resolution except to the extent of their shareholding in the Company, if any.

By order of the Board For SHEETAL COOL PRODUCTS LIMITED

Sd/BHUPATBHAI DAKUBHAI BHUVA Date: January 07, 2026 Managing Director Place: Amreli DIN: 06616061

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