Shree Rajivlochan Oil Extraction Ltd Directors Report

[For the Financial year ended on 31st March, 2026]

To
The Members
Shree Rajiv Lochan Oil Extraction Limited
Raipur, Chhattisgarh

Dear Shareholders,

Your directors are pleased to present the 36th Annual Report together with the Audited Financial Statements of the Company for the financial year ended 31st March, 2026, along with reports of the Statutory Auditors and Secretarial Auditors.

FINANCIAL RESULTS:

Particulars	2025-26	2024-25
Net Sales	0.00	0.00
Other Income	2583.22	3535.76
Total Income	2583.22	3535.76
Less: Total expenses	1665.34	4803.74
Profit before Taxation	917.88	(1267.98)
Less: Tax expenses	231.01	0.40
Add: Prior period adjustment (Taxation)	0.00	0.00
Profit after taxation	686.87	(1268.38)

OPERATIONAL REVIEW:

During the year under review, the Company did not undertake its core business operations. However, it has generated other income of ?2583220/- approx.

TRANSFER TO RESERVE:

The Company has transferred amount to the reserve account for the financial year ended 31st March, 2026.

DIVIDEND

In view to use the surplus for business improvement, your directors do not recommend any dividend for the financial year ended 31st March, 2026.

CHANGES IN THE NATURE OF THE BUSINESS

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

There is no material changes occurred between 01/04/2026 up to the date of this report having effect on the financial position of the Company.

SHARE CAPITAL

The details of the share capital as on 31st March, 2026 are as under:

a) Authorized Share Capital

There is no change in the authorized share capital of the Company during the year. The Authorized share capital of the Company is Rs. 45,000,000/- (Rupees four crores fifty lakhs only) divided in to 4,500,000 equity shares of Rs. 10 each.

b) Paid-Up Share Capital

There is no change in the issued and subscribed share capital of the Company during the year. The issued and subscribed share capital of the Company is Rs. 40,930,000/- (Rupees four crores nine lakhs thirty thousand only) divided in to 4,093,000 equity shares of Rs. 10 each. There is call in arrears on 2,150,000 equity shares; therefore, the paid-up share capital of the Company is Rs. 3,01,80,000/- (Rupees Three Crore One Lakhs Eighty Thousand Only).

The details of other changes in share capital during the financial year are as follows:

Increase in Share Capital	Buy Back of Securities	Sweat Equity	Bonus Shares	Employees Stock Option Plan
Nil	Nil	Nil	Nil	Nil

BOARD OF DIRECTORS

As on 31st March, 2026, the Board comprises Six Directors:

• 2 Executive Directors
• 2 Non-Executive Non-Independent Directors
• 2 Independent Directors

During the year, there was no change in the composition of the Board.

Shri Prakash Chand Raheja, Director, retires by rotation and being eligible, offers himself for reappointment at the ensuing AGM.

The Board recommends his reappointment.

INDEPENDENT DIRECTORS

Shri Ravi Gulwani and Shri C.N. Murty are independent directors in Board of the Company.

DECLARATION BY INDEPENDENT DIRECTOR

The Independent Directors have submitted the declaration of the independence as required pursuant to section 149(7) of the Companies Act, 2013 and regulation 25 of SEBI (LODR) Regulations, 2015 stating that the criteria of independence as provided in the section 149(6) of the Companies Act, 2013 and there is no change in the status of their independence and they have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

BOARD MEETINGS

During the financial year 6 (FY) board meetings have taken place, the details of which are provided in the corporate governance report.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this 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 on a going concern basis;

e) The directors had laid down proper internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

COMMITTEES

A) Audit Committee

The Audit committee is constituted of 3 directors out of which 2 are independent directors (including its chairman) and 1 executive director. Shri C. N. Murty (Independent Director), Shri Ravi Gulwani (Independent Director) and Shri Harish Raheja. All the members of the audit committee are financially literate. During the financial year 4 (Four) committee meetings have taken place, more details are given in the corporate governance report.

B) Stake Holder Relationship Committee

Stakeholder relationship committee comprises of 3 members Shri C. N. Murty (Independent Director), Shri Ravi Gulwani (Independent Director) and Shri Harish Raheja.

C) Nomination and Remuneration Committee

The Company has a nomination and remuneration committee. The committee comprises of 3 non executive directors. Shri Sanjay Raheja, Shri C. N. Murty (Chairman of the committee) and Shri Ravi Gulwani are the members of the committee.

COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Company has a policy on Directors Appointment and Remuneration including criteria for determining qualification, positive attributes, independence of directors and other matters provided under section 178(3) of the Companies Act, 2013 is reviewed by the nomination and remuneration committee and formulated by the Board.

FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12), OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT.

The Statutory Auditors have not reported any incident of fraud to the Board of Directors of the Company.

BOARD EVALUATION OF THE DIRECTORS

The Nomination and Remuneration Committee has formulated criteria for evaluation of the performance of the each of the directors of the Company. On the basis of said criteria, the Board and all its committees and directors have been evaluated by the Board of the Directors and Independent Directors of the Company.

During the financial year under review, the Board of Directors carried out an annual evaluation of its own performance, the performance of its Committees and that of individual Directors, in accordance with the provisions of the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The evaluation was based on various parameters, including the composition and diversity of the Board, participation and contribution of Directors, effectiveness of Board and Committee meetings, quality and timeliness of information provided to the Board, strategic guidance and oversight, adherence to governance standards and discharge of statutory and fiduciary responsibilities. The performance of the Chairperson and Independent Directors was also evaluated in accordance with the applicable provisions. The Board was satisfied with the overall performance and effectiveness of the Board, its Committees and individual Directors during the financial year

REMUNERATION OF DIRECTORS

The Company has not paid any remuneration to any of its directors during the financial year.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has an internal control system, commensurate with the size, scale and complexity of its operations.

STATUS OF SUBSIDARY, JOINT VENTURE AND ASSOCIATE COMPANY

The Company does not have any other subsidiary, joint venture or associate company during the financial year ended on 31st March 2026.

PUBLIC DEPOSIT

The Company has not accepted any deposit within the ambit of the section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposit) Rule, 2014. However, the Company has accepted exempt deposits.

PARTICULARS OF LOAN, GUARANTEES OR INVESTMENT

The particulars of loans given, advances made during the financial year and outstanding as at the financial year are provided under Note no. 7 of the financial statements.

The Company has not made any investment during the financial year. The particulars of investments already made by the Company are provided under Note no. 3 of the financial statements.

The Company has not given any guarantee during this financial year.

BORROWINGS

The particulars of borrowings made during the financial year and outstanding as at the financial year are provided under Note no. 10 of the financial statements

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

The Company has not entered into any related party transactions during the financial year.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is not required to constitute CSR committee and formulate CSR policy as prescribed under the provisions of section 135 and rules made under it, because it does not have the prescribed net worth, turnover or net profit under that section

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO UNDER SECTION 134(3)(m) OF THE COMPANIES ACT, 2013

The Company has not carried out any business activity. Accordingly, the Company has not taken any steps for conservation of energy; neither has it made any investment for the same. Further, there were no foreign exchange earnings or outgo during the year.

RISK MANAGEMENT

Pursuant to the provisions of Section 134(3)(n) of the Companies Act, 2013, the Board of Directors has reviewed the risk management framework of the Company. Based on such review, the Company has not identified any material risk or element which, in the opinion of the Board, may threaten the existence or continuity of its operations. The Company continues to monitor and assess potential risks to ensure a resilient and proactive approach to risk management.

DETAILS OF ESTABLISHMENTS OF VIGIL MECHANISM

The Board of Directors have established Whistle Blower Policy and Code of Conduct for the directors and employees of the Company as required under the provisions of section 177 of the Companies Act, 2013 read with rule 7 of the Companies (Meeting of Board and its powers) Rules, 2014. The said policy has been properly communicated to all the directors and employees of the Company through the respective departmental heads and the new employees are being informed about the Vigil Policy by the Personnel Department at the time of their joining.

SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURT

There is no significant and material order passed by the regulators/court which would impact the going concern status of the Company during the financial year ending 31st March 2026.

AUDITORS

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules framed thereunder, M/s Milind Nyati & Co. (FRN: 014455C) were appointed as the Statutory Auditors of the Company for a term of five consecutive years, commencing from the conclusion of the 34th Annual General Meeting and ending at the conclusion of the 39th Annual General Meeting. The Auditors Report along with the Financial Statements for the relevant financial year forms part of this Annual Report and is annexed as Annexure-A.

Further, they have tendered their resignation w.e.f 26/08/2026. The Audit Committee has recommended appointment of M/s Jain Bardia & Co, Chartered Accountant in place of M/s Milind Nyati & Co. for 5 consecutive years from the ensuing AGM.

SECRETRIAL AUDITOR

The Board has appointed M/s Samantrai Prashant & Co., Company Secretaries, Raipur, and Chhattisgarh, as the Secretarial Auditor of the Company for the financial year 2025-2026. The Secretarial Audit Report for the financial year 2025-2026 is annexed to this Report as Annexure-B.

INTERNAL AUDITOR

M/s Rajendra Prasad (Formerly known M/s Goel & Goyal), Chartered Accountants, Raipur, Chhattisgarh, served as the Internal Auditors of the Company during the financial year ended 31st March, 2026, and have been reappointed for the financial year ending 31st March, 2027.

COST AUDITOR

The Company is not required to appoint cost auditors during the financial year.

AUDITORS REPORT STATUTORY AUDITORS

The qualifications and adverse remark given by the statutory auditor in its statutory audit report on the financial statements of the Company for the financial year ended on 31st March 2026 and reply of the Board are enclosed to this report as Annexure-C

SECRETARIAL AUDITORS

The qualifications and remarks given by the secretarial auditors and reply of the Board are enclosed to this report as Annexure-D.

COMPLIANCE WITH SECRETARIAL STANDARD

The Company has duly complied with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and notified by the Ministry of Corporate Affairs, as mandated under the Companies Act, 2013.

ANNUAL RETURN

In accordance with the Companies Act, 2013, the annual return in the prescribed format is available at https://www.sroel.com/

MANAGEMENT DISCUSSION & ANALYSIS

A detailed management discussion and analysis forms part of this report as Annexure-E.

CORPORATE GOVERNANCE

Pursuant to regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the regulation 17 to 27 are not applicable to the Company, because the Company does not fulfill any of the criteria specified in that regulation. However, being a listed entity the Company has been following the corporate governance regimen under the then applicable listing agreement. Accordingly, a separate section on corporate governance practices followed by the Company is given as Annexure-F. Also, the Company is not required to obtain corporate governance certificate from auditors or secretarial auditors.

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Work Place (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (Permanent, Contractual, and Temporary, Training) are covered under this Policy. However, no complaints have been received during the financial year ended on 31st March 2026.

PARTICULARS OF EMPLOYEES

The statement showing the name and other particulars of the employees of the Company as required under rule 5 (2 & 3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not required to be furnished since none of the employee of the Company has received remuneration in excess of the remuneration mentioned in the above-mentioned rule 5 (2) during the financial year.

PAYMENT OF ANNUAL LISTING FEES

The equity shares of the Company are listed on the Bombay Stock Exchange (BSE). The Annual Listing Fees has been duly paid by the Company.

DISCLOSURE WITH REGARD TO COMPLIANCE RELATING TO MATERNITY BENEFIT ACT, 1961:

The Maternity Benefit Act, 1961 is applicable to establishments employing ten or more persons and provides certain benefits to female employees in accordance with the provisions of the Act. The Company is in compliance with the requirements of the Maternity Benefit Act, 1961. However, during the year under review, there were no female employees eligible for maternity benefits under the Act, as none met the threshold criteria prescribed therein. Consequently, there were no instances requiring the application of maternity benefit provisions during the reporting period.

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016:

There are no applications made during the financial year 2025-2026 by or against the company and there are no proceedings pending under the Insolvency and Bankruptcy Code 2016.

DETAILS OF DIFFERENCES BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

Your company has not made any one-time settlement with any of its lenders.