Sundrex Oil Company Ltd Directors Report

DEAR SHAREHOLDERS.

Your directors are pleased to present 16^th (Sixteenth) Annual Report on the business and operations of the Company, together with the Audited Financial Statements of the Company for the year ended 31^st March, 2026.

1. FINANCIAL RESULTS:

In Lakhs

	CONSOLIDATED		STANDALONE
	CURRENT YEAR	PREVIOUS YEAR	CURRENT YEAR	PREVIOUS YEAR
	(31.03.2026)	(31.03.2025)	(31.03.2026)	(31.03.2025)
PARTICULARS	Amount (Rs)	Amount (Rs)	Amount (Rs)	Amount (Rs)
Revenue from Operations	11,071.04	6,719.68	10,049.47	5,734.57
Other Income	1 58.59	192.18	130.98	130.25
Total Revenue	11,229.62	6,911.86	10,180.46	5,864.82
Total Expenses	10,504.41	6,207.24	9,478.32	5,180.89
Profit/(Loss)Before Taxation	725.22	704.63	702.13	683.94
Extraordinary items	-	-	-	-
Profit before Tax	725.22	7 04.63	702.13	683.94
Less: Income Tax Current Year	178.05	156.86	173.24	151.32
Deferred Tax	(3.82)	3.31	(3.47)	3.13
Net Profit/(Loss) After Tax	550.99	544.46	532.36	529.49
Earning Per Equity Share (EPS)	5.20	8.12	5.03	7.90
Restated EPS	5.20	8.12	5.03	7.90

2. RESULT OF OPERATIONS AND THE STATE OF THE COMPANYS AFFAIRS:

The Company is engaged in the business of manufacturing high-performance industrial Lubricants, Automotive Lubricants, Greases, Metal Working Fluids, Transformer Oils, and other Specialty Products.

The Highlights of the Companys Performance during the year under review are as under:

• Your Directors have pleasure to announce for achieving consolidated basic turnover of Rs. 11,071.04/- Lakhs and consolidated profit after tax of Rs. 550.99/- Lakhs and standalone basic turnover of Rs. 10,049.47 /- Lakhs and standalone Profit after tax of Rs. 532.36 during Financial Year 2025-2026 vis-a-vis consolidated profit after tax of Rs. 5 44.46 /- Lakhs and standalone profit of Rs. 529.49 /- Lakhs in the previous year..

• Reserves & Surplus has increased from Rs. 529.66 Lakhs to Rs. 3223.28 lakhs during the year under review. The substantial increase in Reserves and Surplus during the year is primarily attributable to the securities premium received on the issue of shares during the year.

• During the year the Company has posted a net profit of Rs. 532.36 lakhs. Consequently, Earning per Share of the Company is 5.03.

However, the Company is further improving its performance day-by-day and is expected to show further improvement in its results in the coming year.

3. TRANSFER TO RESERVES:

During the year under review, entire profit was transferred to the General Reserves for the financial year 2025-26.

4. STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK

The Company remains optimistic about its future growth prospects and anticipates a steady increase in both revenue and profitability during the forthcoming financial year. This positive outlook is supported by improving economic conditions, sustained market demand, and the Companys strong operational capabilities. Backed by a robust business model, strategic initiatives, and a customer-centric approach, the Company is well- positioned to capitalize on emerging opportunities and effectively respond to evolving market dynamics. Accordingly, the management is confident that the Company will continue its growth trajectory and deliver enhanced value to all its stakeholders.

5. CHANGES IN THE NATURE OF BUSINESS. IF ANY

During the financial year under review, there was no change in the nature of the business of the Company. The Company continued to carry on its existing business activities without any material alteration or diversification

6. DIVIDEND:

The Board of Directors considered the recommendation of dividend for the financial year under review. However, considering the prevailing global uncertainties and the need to conserve financial resources for the future growth and expansion of the Company, the Board of Directors considered it prudent to retain the available resources within the business. Accordingly, the Board of Directors has not recommended any dividend for the financial year under review.

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared in the previous years.

8. DISCLOSURES REGARDING DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT

As all shares of the Company are held in dematerialised form, there is no outstanding equity in physical mode. Accordingly, the provisions relating to disclosures under the Demat Suspense Account or Unclaimed Suspense Account, as specified under Para F of Schedule V of the Listing Regulations are not applicable to the Company.

9. SHARE CAPITAL:

During the year 2024-25, the Authorized Equity Share Capital of the Company stood at Rs.

1,00,00,000/-.

Consequently, during the Financial Year 2025-26, the Authorized Equity Share Capital of the Company was increased from Rs. 1,00,00,000/-to Rs. 1,50,00,000/-, comprising 15,00,000 Equity Shares of Rs. 101- each.

Consequently, the issued, subscribed and paid-up share capital of the Company stood at Rs. 96,44,752/- prior to the public issue of equity shares. It comprised 96,44,752 Equity Shares of Rs. 101- each, fully paid-up.

The Company has neither issued shares with differential voting rights nor issued any sweat equity shares or granted any stock options during the Financial Year ended 31 st March, 2026.

During the year, the Company issued 37,48,800 shares at an issue price of Rs. 86/- per Equity Share, comprising a face value of Rs. 10/- per Equity Share and a share premium of Rs. 76/- per Equity Share, pursuant to the Initial Public Offer (IPO) of the Company.

Accordingly, the current issued, subscribed and paid-up share capital of the Company stands at Rs. 13,39,36,520/- (Rupees Thirteen Crore Thirty-Nine Lakhs Thirty-Six Thousand Five Hundred and Twenty Only), divided into 1,33,93,552 (One Crore Thirty-Three Lakhs Ninety-Three Thousand Five Hundred and Fifty-Two) Equity Shares of Rs. 10/- each.

10. INITIAL PUBLIC OFFER AND LISTING OF EQUITY SHARES;

The Board of Directors had, in their meeting held on Tuesday, 10^th December, 2024, proposed the Initial Public Offer of not exceeding 37,50,400 (Thirty-Seven Lakh Fifty Thousand Four Hundred Only) equity shares at such price as may be decided by the Board of Directors in consultation with the Lead Manager. The Members of your Company had also approved the proposal of the Board of Directors in their Extra-ordinary General Meeting held on 13^th December, 2024.

Pursuant to the authority granted by the Members of the Company, the Board of Directors had appointed Affinity Global Capital Market Pvt. Ltd as Book running Lead Manager and Cameo Corporate Services Ltd as Registrar to the Issue and Share Transfer Agent for the proposed Public Issue.

Your Company had applied to NSE Limited ("NSE") for in-principal approval for listing its equity shares on the SME Platform of the NSE. NSE has, vide its letter dated, 5^th September 2025, granted its In- Principal Approval to the Company.

Your Company had filed Prospectus to the Registrar of the Company, Kolkata on 26^th December 2025.The Company had applied for listing of its total equity shares to NSE Limited (NSE) and it has granted its approval vide its letter dated December 29, 2025. The trading of equity shares of the Company commenced on December 30, 2025 at SME Platform of NSE Limited.

11. MATERIAL CHANGES AND COMMITMENTS:

The Company got its shares listed in the SME Platform of the NSE Limited as on 30^th December, 2025 pursuant to the issuance of 37,48,800 shares at an issue price of Rs. 86/- per Equity Share, comprising a face value of Rs. 10/- per Equity Share and a share premium of Rs. 76/- per Equity Share, except the issuance of shares to the public, there are no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this Financial Statement relates and the date of this Report.

12. DEPOSITS:

The Company has not accepted or renewed any deposits from the public during the year under review in terms of the provisions of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, there were no outstanding deposits as on 31st March, 2026, and the Company is in compliance with the applicable provisions relating to deposits.

13. DISCLOSURE REQUIREMENTS FOR CERTAIN TYPES OF AGREEMENTS BINDING LISTED ENTITIES UNDER REGULATION 30A (2) OF LISTING REGULATIONS:

There are no agreements entered into by the shareholders, promoters, promoter group entities, related parties, directors, key managerial personnel, employees of the listed entity or of its holding, subsidiary or associate company, among themselves or with the listed entity or with a third party, solely or jointly, which, either directly or indirectly or potentially or whose purpose and effect is to, impact the management or control of the listed entity or impose any restriction or create any liability upon the listed entity as on the date of notification of clause SA to Para A of Part A of Schedule III of the Listing Regulations.

14. MEETING OF THE BOARD OF DIRECTORS:

The Board of Directors of the Company meets at regular intervals to discuss and decide on various matters relating to the business and operations of the Company. The Board ensures that adequate time is provided for deliberation and consideration of all significant matters placed before it.

The intervening gap between any two consecutive meetings of the Board did not exceed 120 days, in compliance with the provisions of Section 173 of the Companies Act, 2013 and the applicable rules made thereunder.

The composition of the Board of Directors and the attendance of the Directors at the Board Meetings held during the year under review are as tabled below:

Name of the Member	DIN	Designation	Nature of Directorship
Mahesh Sonthalia	00755021	Chairman	Promoter
ShashankSonthalia	03052899	Director	Promoter
Radhagobinda Chowdhury	06440364	Director	Professional
Shaheryaar Ali Mirza	10867331	Director	Independent
Karma Sonam Bhutia	10867654	Director	Independent
Ruchika Shyamsukha	11040650	Director	Independent

During the Financial Year ended 31^st March, 2026,6 (Six) Meetings of the Board of Directors of the Company were held. The attendance of the Directors at the Board Meetings held during the year under review is as tabled below:

	Attendance
Date of Meeting	Total number of Director as on date of meeting	Number of Directors attended	%of Attendance
21/04/2025	5	5	100%
02/05/2025	6	6	100%
14/05/2025	6	6	100%
05/09/2025	6	6	100%
26/12/2025	6	6	100%
27/02/2026	6	6	100%

During the Financial Year 2025-26 Ms. Ruchika Shyamsukha (independent Director) has been appointed as directors of the company on 02^nd day of May 2025.

15. DETAILS OF BOARD COMMITTEES;

In accordance with the provisions of the Companies Act, 2013, the Rules made thereunder, and applicable provisions of the SEBI LODR Regulations, the Company has constituted the following Committees to ensure effective governance and strategic oversight of its operations:

There are Three (3) statutory Committees of Board of Directors as on 31^st March, 2026 and One (1) non-statutory IPO Committee of Board of Directors.

Committees of the Board of Directors

A. Audit Committee

B. Nomination and Remuneration Committee

C. Stakeholders Relationship Committee

D. IPO Committee

Each of these Committees operates under a defined charter approved by the Board of Directors and performs its functions in accordance with applicable laws and the terms of reference as delegated by the Board from time to time.

A. AUDIT COMMITTEE

Pursuant to the provisions of Section 177 and other applicable provisions of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Board of Directors of the Company had constituted an Audit Committee vide Board Resolution passed on December 10, 2024, which was subsequently reconstituted vide resolution passed at the meeting of the Board held on May 02,2025, to align its composition with the requirements of the Act and to strengthen the governance framework of the Company.

As on the date of this Report, the composition of the Audit Committee is as under:

Name of Director	Position in the Committee	Designation
Mr. Shaheryaar Ali Mirza	Chairman	Non-Executive & Independent Director
Ms. Ruchika Shyamsukha	Member	Non-Executive & Independent Director
Mr. Shashank Sonthalia	Member	Whole-time Director & Chief Executive Officer

During the Financial Year ended 31st March, 2026, 7 (Seven) Meetings of the Audit Committee of the Company were held. The attendance of the Members at the Audit Committee Meetings held during the year under review is as tabled below:

Date of Meeting	Total number of Director as on date of meeting	Number of Directors attended	% of Attendance
02/05/2025	3	3	100%
14/05/2025	3	3	100%
15/08/2025	3	3	100%
25/09/2025	3	3	100%
06/10/2025	3	3	100%
26/12/2025	3	3	100%
27/02/2026	3	3	100%

B. NOMINATION AND REMUNERATION COMMITTEE

Pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Board of Directors of the Company had constituted a Nomination and Remuneration Committee vide resolution passed at its meeting held on December 10, 2024, which was subsequently reconstituted vide resolution passed at the meeting of the Board held on May 02,2025.

As on the date of this Report, the composition of the Nomination and Remuneration Committee is as under:

Name of Director	Position in the Committee	Designation
Mr. Karma Sonam Bhutia	Chairman	Non-Executive Director
Mr. Shaheryaar AM Mirza	Member	Non-Executive & Independent Director
Ms. Ruchika Shyamsukha	Member	Non-Executive & Independent Director

The Company Secretary and Compliance Officer of the Company acts as the Secretary to the Nomination and Remuneration Committee.

The Committee, inter alia, formulates and recommends to the Board a policy relating to the appointment, remuneration, and evaluation of the performance of the Directors, Key Managerial Personnel, and Senior Management in accordance with the provisions of Section 178(4) of the Companies Act, 2013.

During the period under review, one (1) meeting of the Nomination and Remuneration Committee was duly convened and held in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

	Attendance
Date of Meeting	Total number of Director as on date of meeting	Number of Directors attended	%of Attendance
26/12/2025	3	3	100%

C. STAKEHOLDERS RELATIONSHIP COMMITTEE

Pursuant to the provisions of Section 178(5) and other applicable provisions of the Companies Act, 2013, the Board of Directors of the Company had constituted a Stakeholders Relationship Committee vide resolution passed at its meeting held on December 10,2024, which was subsequently reconstituted vide resolution passed at the meeting of the Board held on May 02,2025.

As on the date of this Report, the composition of the Stakeholders Relationship Committee is as under:

Name of Director	Position in the Committee	Designation
Mr. Shaheryaar AM Mirza	Chairman	Non-Executive & Independent Director
Mr. Karma Sonam Bhutia	Member	Non-Executive & Independent Director
Mr. Mahesh Sonthalia	Member	Managing Director

The Company Secretary and Compliance Officer of the Company acts as the Secretary to the Stakeholders Relationship Committee.

The Committee primarily looks into redressal of shareholders and investors grievances relating to the transfer of shares, non-receipt of annual reports, non-receipt of dividends, and other related matters in accordance with the provisions of Section 178(6) of the Companies Act, 2013. It ensures effective communication with stakeholders and strengthens investor relations to maintain the highest standards of corporate governance.

During the period under review, one (1) meeting of the Stakeholders Relationship Committee was duly convened and held in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

	Attendance
Date of Meeting	Total number of Director as on date of meeting	Number of Directors attended	%of Attendance
26/12/2025	3	3	100%

D. IPO COMMITTEE

The Board of Directors of the Company, in order to facilitate and oversee all matters relating to the proposed Initial Public Offer (IPO) and to ensure effective coordination and compliance with applicable regulatory requirements, constituted an IPO Committee vide resolution passed at its meeting held on December 10, 2024, which was subsequently reconstituted vide resolution passed at the meeting of the Board held on May 02,2025.

As on the date of this Report, the composition of the IPO Committee is as under:

Name of Director	Position in the Committee	Designation
Mr. Mahesh Sonthalia	Chairman	Managing Director
Mr. Shashank Sonthalia	Member	Whole-time Director & Chief Executive Officer
Mr. Radhagobinda Chowdhury	Member	Whole-time Director

The Company Secretary and Compliance Officer of the Company acts as the Secretary to the IPO Committee.

The IPO Committee is empowered to take all such actions, decisions, and steps as may be necessary, desirable, or expedient for the successful completion of the proposed Initial Public Offer, including but not limited to appointment of intermediaries, finalization and approval of offer documents, determination of issue structure, and compliance with applicable provisions of the Companies Act, 2013, SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, and other relevant laws.

During the Financial Year ended 31^st March, 2026, 3 (Three) Meetings of the IPO Committee of the Company were held. The attendance of the Members at the IPO Committee Meetings held during the year under review is as tabled below:

	Attendance
Date of Meeting	Total number of Director as on date of meeting	Number of Directors attended	%of Attendance
06/11/2025	3	3	100%
03/12/2025	3	3	100%
24/12/2025	3	3	100%

16. CORPORATE GOVERNANCE

Pursuant to Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions relating to Corporate Governance are not applicable to companies listed on the SME platform. As the Company is listed on the SME platform of the National Stock Exchange (NSE), it is exempt from complying with the requirements of Corporate Governance. Accordingly, a separate report on Corporate Governance does not form part of this Annual Report.

However, in the interest of transparency and good corporate practices, the Company has provided relevant information regarding the composition of the Board of Directors, meetings of the Board, and the constitution and meetings of various Committees of the Board in this Annual Report.

The Company is firmly committed to maintaining the highest standards of corporate governance, built on the principles of accountability, transparency, fairness, ethical conduct, and responsible management. The Companys governance philosophy is centered on ensuring transparency in its dealings with stakeholders, maintaining integrity in financial reporting, and ensuring effective oversight by an independent and competent Board of Directors.

The corporate governance framework of the Company is designed to achieve a delicate balance between the powers of the Board and the executive management. The Board functions either as a full Board or through its various Committees, which have been constituted in accordance with the requirements of the Companies Act, 2013 and the SEBI LODR Regulations, to oversee specific areas of operations and governance.

As on the date of signing of board report, the Board of Directors of the Company comprises six (6) Directors, consisting of:

> One (1) Managing Director,

> Two (2) Whole-time Directors,

> Two (2) Non-Executive & Independent Directors, and

> One (1) Woman Non-Executive & Independent Director.

The present composition of the Board and its Committees is in full conformity with the applicable provisions of the Companies Act, 2013 and, to the extent applicable, the SEBI LODR

Regulations. The Company undertakes to ensure continued compliance with all applicable requirements of the Companies Act, 2013 and the SEBI LODR Regulations post listing.

17. DIRECTORS & KEY MANAGERIAL PERSON (KMP):

A. The Board of Directors of the Company consists of optimum combination of Executive, Non-Executive, and Independent Directors, including Woman Director. The size and composition of the Board comply with the provisions of the Companies Act, 2013 (the "Act") and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

As on 31 March, 2026, the composition of the Board and Key Managerial Personnel is as follows:

NAME OF THE DIRECTOR	DESIGNATION	CATEGORY
Mr. Mahesh Sonthalia	Managing Director	Executive & KMP
Mr. Shashank Sonthalia	Whole-time Director & CEO	Executive & KMP
Mr. Radhagobinda Chowdhury	Whole-time Director	Executive & KMP
Ms. Ruchika Shyamsukha	Independent Director	Non-Executive
Mr. Shaheryaar AN Mirza	Independent Director	Non-Executive
Mr. Karma Sonam Bhutia	Independent Director	Non-Executive
Mr. Aman Sonthalia	Chief Financial Officer	Key Managerial Personnel
Ms. Akansha Lakhani	Company Secretary	Key Managerial Personnel

None of the Directors on the Board are disqualified from being appointed as Directors in terms of Section 164(2) of the Companies Act, 2013, read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Details regarding remuneration of Directors will be disclosed in the Annual Return, available on the Companys website.

B. Statement on Declaration given by Independent Directors under Sub- Section (6) of Section 149

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as laid down in Section 149(6) of the Act, read with the Rules made thereunder and Regulation 16 and 25 of the Listing Regulations.

The Independent Directors of the Company have also complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

C. Retirement by Rotation of Director

In accordance with the provisions of Section 152(6)(d) of the Act read with Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of the Company, Mr. Mahesh Sonthalia, Managing Director, retires by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment. Accordingly, the resolutions for the appointment/re-appointment of the above-mentioned

Directors are being placed before the members for their approval at the ensuing Annual General Meeting of the Company.

18. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A separate report on Management Discussion and Analysis Report on Project containing a detailed analysis of the Companys performance as per Regulation 34 of the Listing Regulations is annexed hereto as Annexure - G and forms part of this Annual Report.

19. SECRETARIAL STANDARDS:

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government under Section 118(10) of the Companies Act, 2013. The Company has duly observed the Secretarial Standards relating to Meetings of the Board of Directors and General Meetings (SS-1 and SS- 2) while convening and conducting such meetings. The Directors have put in place adequate systems and procedures to ensure continued compliance with the applicable Secretarial Standards, and such systems are operating effectively.

20. NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS

In accordance with Rule 4(1) of the Companies (Indian Accounting Standards) Rules, 2015, as notified by Notification No. G.S.R. 111(E) dated February 16, 2015, companies listed on SME exchanges as referred to in Chapter XB of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, are exempt from the mandatory adoption of Indian Accounting Standards (Ind AS) with effect from 1 st April, 2017. As the Company is listed on the SME Platform of NSE, it falls within the exempted category and is therefore not required

to comply with IND AS for the preparation of its financial statements beginning with the accounting period starting on or after 1st April, 2017.

21. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT. PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Company has adopted a Nomination and Remuneration Policy in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This policy outlines the framework for the appointment, remuneration, and evaluation of Directors, Key Managerial Personnel (KMP), and Senior Management. It specifies the criteria for identifying individuals who are qualified to be appointed as Directors or in senior management roles, taking into account attributes such as integrity, relevant experience, leadership abilities, independence, and diversity of perspectives. The policy also establishes principles for determining remuneration, ensuring that it is aligned with market standards, the responsibilities undertaken, and the overall performance of the Company, while upholding the interests of all stakeholders. Non- Executive Directors are eligible to receive sitting fees and commissions, if applicable, within the statutory limits. Directors are expected to perform their duties with integrity and in compliance with applicable laws, exercising due care, skill, and diligence. Further, the performance of Directors is evaluated annually by the Board based on recommendations of the Nomination and Remuneration Committee. This policy is subject to periodic review to ensure its ongoing relevance and alignment with evolving legal requirements and best practices.

22. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors of the Company confirms that-

a) in the preparation of annual accounts for the financial year ended 31st March, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 st March, 2026 and of the profit and 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 the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts for the financial year ended 31^st March, 2026 on a going concern basis;

e) the Directors had laid down internal financial control to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

23. WEB LINK OF ANNUAL RETURN :

The Company maintains a website at https://www.sundrex.com/. which provides relevant information about the Company, its business activities, products and other important updates. The Company endeavours to keep the information available on its website updated and accessible to its stakeholders.

24. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:

The Companys internal control systems are commensurate with the nature of its business and the size and complexity of operations. These systems are routinely tested and certified by Statutory as well as Internal Auditor and cover all offices, warehouses, hubs and key business areas. Significant audit observations and follow up actions thereon are reported to the Audit Committee. The Audit Committee reviews adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations.

25. POLICY ON PREVENTION OF INSIDER TRADING

Your Company has adopted a "Code of Practice & Procedure for Fair Disclosure" as envisaged under SEBI (Prohibition of Insider Trading) Regulations, 2015 with a view to Regulate trading in equity shares of the Company by the Directors and Designated Employees of the Company.

26. PARTICULARS OF LOANS. GUARANTEES AND INVESTMENTS:

Your Company has not granted any loans, nor has it provided any guarantee or security to any person or body corporate during the financial year under review. However, as disclosed in Note No. 12 & 14 of the audited financial statements, the Company has made investments in the equity shares of other body corporates.

Pursuant to the provisions of Section 186 of the Companies Act, 2013, read with the Companies (Meetings of Board and its Powers) Rules, 2014, and other applicable statutory provisions (including any amendments, re-enactments or modifications thereto), the Board of Directors has taken note that the aforesaid investments have been made within the limits duly approved by the Board of Directors and the shareholders, and are in full compliance with the requirements of Section 186.

27. DETAILS OF SUBSIDIARY. JOINT VENTURE OR ASSOCIATE COMPANIES:

During the year under review, your company has two (2) subsidiary companies i.e

A. OPRS Enterprise Private Limited; and

B. Ecolixir Greentech Private Limited.

Your Company has no Associate Company or joint venture Company during the period under review. During the period under review, no Company ceased to be the Subsidiaries/Joint Ventures/Associate Companies of your Company.

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the said subsidiaries, in the prescribed Form AOC-1, forms part of this Report and is annexed hereto as Annexure-A.

28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS. COURTS AND TRIBUNALS:

There has been no significant and material order has been passed by any Regulator, Court and Tribunal impacting the going concern status and operations of the Company in future.

29. RISK MANAGEMENT;

The Company has developed and implemented a Risk Management Policy which identifies major risk which may threaten the existence of the Company. The same has also been adopted by the Board of Directors of the company and is also subject to its review from time to time. Risk Mitigation process and Measures have also been formulated and clearly spelt out in the said Policy.

30. RELATED PARTY TRANSACTIONS:

During the period under review, the Company has entered into certain Related Party Transactions which were undertaken in the ordinary course of business and at arms length basis, in accordance with the provisions of Section 188 of the Companies Act, 2013 and Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014. The details of such transactions are disclosed in Note No. 18 of the Audited Financial Statements for the financial year ended March 31,2026.

In terms of the requirements of Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the prescribed particulars of contracts or arrangements with related parties, in Form AOC-2, form part of this Report and are annexed hereto as Annexure-B.

31. EXPLANATION OR COMMENTS ON QUALIFICATIONS. RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE SECRETARIAL AUDITOR IN THEIR REPORTS:

There are no qualifications, reservations, adverse remarks or disclaimers made by the Statutory Auditors or the Secretarial Auditor in their respective reports for the Financial Year ended 31^st March, 2026. Accordingly, no explanation or comments are required to be provided by the Board of Directors in this regard.

32. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT. 2013:

The Company has adopted a policy for prevention of sexual harassment at the workplace, in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"). An Internal Complaints Committee ("ICC")

has been duly constituted as per the provisions of the POSH Act to redress complaints regarding sexual harassment at the workplace.

During the financial year under review, the Company has complied with all the provisions of the POSH Act and the rules framed thereunder. Further details are as follow:

Particulars	FY 2025-26
Number of complaints received	NIL
Number of complaints disposed of	NIL
Number of complaints pending at the end of the year	NIL
Number of complaints pending for more than 90 days	NIL
Nature of action taken by the ICC	Not Applicable

The Board confirms that no complaint remained pending and that the Company continues to maintain a working environment free from sexual harassment, ensuring compliance with all statutory obligations under the Act.

33. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS & OUTGO:

The information relating to Conservation of Energy and Technology Absorption, as required As required under the provisions of the Companies Act, 2013 and Rule 8(3) of the Companies (Accounts) Rules,2014, details relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo are given in Annexure - H and forms part of this Report.

34. CORPORATE SOCIAL RESPONSIBILITY:

As per the provision of Section 135 during the Financial Year 2025-26, the Company was required to spend Rs5,38,078/- towards CSR activities. The Company incurred CSR expenditure of f7,46,800/- on activities covered under Schedule VII of the Companies Act, 2013, as detailed below:

Name of Organisation	Amount (Rs.)
1. Rotary Club of Calcutta Mahanagar	Rs. 196800
2. Jivan Jyot Foundation	Rs. 225000
3. Pragati Sangha of Dara	Rs. 25000
4 Lok Rakshak Sena Foundation	Rs. 300000
Total	Rs. 7.46.800

Accordingly, the Company has incurred an excess CSR expenditure of Rs2,08,722/-, which may be set off against the CSR obligation of the succeeding three financial years, subject to the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

Based on estimated Corporate Social Responsibility obligation for the financial year under review, the Board has noted that the amount required to be spent towards CSR activities does not exceed the prescribed monetary threshold of Rs 50,00,000 (Rupees Fifty Lakh) as stipulated under the second proviso to Section 135(1) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014.

Accordingly, in view of the said statutory exemption, the Company is not required to constitute a Corporate Social Responsibility Committee, and the functions relating to formulation, recommendation, monitoring and implementation of CSR activities shall be discharged directly by the Board of Directors, in compliance with the applicable provisions of the Act and the CSR Rules.

The Brief Outline of CSR Policy and initiatives undertaken during the year has been annexed asAnnexure - Dto the Directors Report.

35. HEALTH. SAFETY AND ENVIRONMENTAL PROTECTION

The Company has been complying with all the relevant applicable laws and has been taking all necessary measures to protect the environment and maximize worker protection and safety. Further, in order to support the "Green Initiative in the Corporate Governance" by the Ministry of Corporate Affairs, the Annual Report for the financial year 2025-26 and the Notice of the 16^th AGM of the Company are being sent through electronic mode to all such Members whose email IDs/addresses are registered with the Company/Depository Participants/Companys Registrar & Share Transfer Agent.

36. AUDITORS

M/s. JAIN SONU & ASSOCIATES, Chartered Accountants (Firm Registration No. 324386E), were appointed as the Statutory Auditors of the Company pursuant to the provisions of Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, for a term of five consecutive years, commencing from the conclusion of the Annual General Meeting held during the Financial Year 2025-26 and continuing until the conclusion of the Annual General Meeting to be held in the year 2029- 30.

The Statutory Auditors have confirmed their eligibility, consent and independence in accordance with the applicable provisions of the Companies Act, 2013. The Auditors Report on the standalone and consolidated financial statements of the Company for the Financial Year ended 31^st March, 2026 does not contain any qualification, reservation, adverse remark or disclaimer.

The observations made in the Auditors Report are self-explanatory and do not call for any further comments or explanations from the Board under Section 134(3) (f) of the Companies Act, 2013.

The Board places on record its appreciation for the professional services and continued guidance extended by M/s. JAIN SONU & ASSOCIATES, Chartered Accountants.

37. BOARDS COMMENT ON THE AUDITORS REPORT:

The observations of the Statutory Auditors, when read together with the relevant Notes to the Financial Accounts and Accounting Policies are self-explanatory.

38. PARTICULARS OF EMPLOYEES:

As on March 2026, the total number of employees on the rolls of the Company stands at 56 (Fifty-Six), comprising 46 (Forty-Six) male employees and 10 (Ten) female employees, reflecting the Companys commitment towards maintaining a balanced and inclusive workforce.

The ratio of the remuneration of each director to the median of employees remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as "Annexure-C."

None of the employees of the Company is in receipt of remuneration exceeding the limits prescribed under Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

39. ONE-TIME SETTLEMENT

During the financial year under review, the Company has not entered into any One-Time Settlement (OTS) with any bank, financial institution, or any other lender. Accordingly, the requirement to provide details of any such settlement and its impact on the Companys financial position does not arise. The Company continues to honour all its repayment obligations in the ordinary course of business in accordance with the terms of its sanctioned credit facilities.

40. PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016

During the financial year under review, no application or proceeding has been initiated or is pending against the Company under the Insolvency and Bankruptcy Code, 2016 (IBC).

Further, the Company has not filed any application for initiation of Corporate Insolvency Resolution Process (CIRP) under the provisions of the said Code. The business operations of the Company continue to be conducted in the normal course and the financial position remains stable.

41. NRC POLICY

The Nomination and Remuneration Policy of the Company, formulated in accordance with the applicable provisions of Section 178 of the Companies Act, 2013, is annexed to this Report as Annexure-E and forms an integral part of this Report.

42. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s. M & A Associates, Practising Company Secretaries (Firm Registration No. P2019WB076400), have been proposed for appointment as the Secretarial Auditor of the Company for the year 2025-26.

Based on the recommendation of the Audit Committee, the Board of Directors has recommended the appointment of M/s. M & A Associates, Practising Company Secretaries (Firm Registration No. P2019WB076400) as the Secretarial Auditor of the Company for a

term of five consecutive years, commencing from the Financial Year 2026-27 to the Financial Year 2030-31, subject to the approval of the Members of the Company at the ensuing Annual General Meeting, in accordance with the applicable provisions of the SEBI Listing Regulations, Section 204 of the Companies Act, 2013 and the Rules made thereunder.

The Secretarial Audit Report in Form MR-3 as given by the Secretarial Auditor for the Financial Year ended 31^st March, 2026, forms part of the Directors Report and annexed as Annexure- T\

The Secretarial Auditors Report of the Company, does not contain any qualification, reservation, adverse remark or disclaimer that may call for any explanation from the Directors.

43. COST AUDITOR:

In accordance with the provisions of Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records and get the same audited by a Cost Auditor.

Accordingly, based on the recommendation of the Audit Committee, the Board of Directors has appointed M/s. Sohan Lai Jalan and Associates (FRN: 000521), Cost Accountants, as the Cost Auditor of the Company for the Financial Year 2026-27, for a period of one year, subject to the approval of the Members of the Company for the remuneration payable to the Cost Auditor.

44. STATEMENT ON DECLARATION FROM INDEPENDENT DIRECTOR:

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have also registered themselves with the databank maintained by the Institute of Corporate Affairs in accordance with the Companies (Appointment and Qualifications of Directors) Rules, 2014, wherever applicable.

Based on the declarations received, the Board is of the opinion that the Independent Directors fulfill the conditions of independence specified under the Act and the SEBI Listing Regulations and are independent of the management. The Independent Directors have also complied with the Code for Independent Directors as prescribed under Schedule IV to the Companies Act, 2013 and the Companys Code of Conduct.

45. ESTABLISHMENT OF VIGIL MECHANISM OR WHISTLE BLOWER POLICY:

Pursuant to the provisions of section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and it powers) Rules, 2014, the Company has adopted Whistle Blower Policy/Vigil Mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Code of Conduct. It also provides for adequate safeguards against victimization of directors /employees who avail of the Mechanism.

46. FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, COMMITTEE OR INDIVIDUAL DIRECTOR

An annual evaluation of the performance of the Board, its committees and of individual directors has been made by the Board of Directors of the Company pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed under the Listing Regulations. The performance of the Board was evaluated after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The Board and the Nomination and Remuneration Committee (NRC) reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In addition, the performance of the Chairman of the meeting was also evaluated on the key aspects of his role.

During the year under review, one (1) meeting of the Independent Directors were held on 27^th February, 2026 where independent directors evaluated the performance of non- independent directors, performance of the Board as a whole and performance of the Chairman of the meetings, taking into account the views of executive and non-executive directors.

The Directors expressed their satisfaction over the evaluation process and results thereof.

47. FAMILIARISATION PROGRAMME

The Company has formulated a policy for the familiarisation of Independent Directors, which outlines their roles, rights, responsibilities, and provides insights into the industry, business model, and related matters.

However, in view of the Companys listing on the NSE Emerge Platform, the requirements under Regulation 25(7) and Regulation 46(2) (i) of the Listing Regulations are not presently applicable. Accordingly, while the policy is in place, no familiarisation programmes or training sessions have been conducted so far.

48. COMPLIANCE WITH THE MATERNITY BENEFIT ACT. 1961

Pursuant to MCA Notification G.S.R. 357(E) dated 30th May, 2025, effective from 14th July, 2025, the Company confirms compliance with the applicable provisions of the Maternity Benefit Act, 1961, as amended from time to time. The Company provides eligible women employees with maternity leave, nursing breaks, return-to-work support and other applicable statutory benefits, including work-from-home arrangements and creche facilities, wherever applicable. The Company is committed to ensuring a safe, inclusive and non-discriminatory workplace for all employees.

49. DETAILS IN RESPECT OF FRAUD

During the year under review, the Statutory Auditor in their report have not reported any instances of frauds committed in the Company by its Officers or Employees under section 143(12) of the Companies Act, 2013.

50. ANNEXURES FORMING PART OF DIRECTORS REPORT

The Annexures referred to in this Report and other information which are required to be disclosed are annexed herewith and form a part of this Report:

ANNEXURE	PARTICULARS
A	Form AOC-1
B	Form AOC-2
C	Particulars of Employees (Pursuant To Section 197(12) Read With Rules Made Thereunder)
D	Corporate Social Responsibility Policy and Report
E	Nomination and remuneration policy
F	Secretarial Audit Report
G	Management Discussion and Analysis Report on Project
H	Particulars of Conservation of Energy Technology Absorption And Foreign Exchange Earnings & Outgo

51. ACKNOWLEDGEMENT:

The Board of Directors extends its sincere gratitude to all stakeholders, including our shareholders, bankers, clients, transport partners, warehouse operators, vendors, and regulatory authorities, for their continued trust, support, and cooperation throughout the year.

We are especially thankful to our customers, whose association and feedback have consistently driven us to enhance service delivery and operational efficiency.

The Board also places on record its appreciation for the Independent Directors, whose strategic insights and guidance have helped steer the Company with prudence and vision. Their contributions, despite their other professional commitments, have been instrumental in shaping key decisions during the year.

We further acknowledge the dedication and relentless efforts of our employees, across all levels — from operations and fleet management to customer service and corporate functions. Their passion, agility, and teamwork have been the driving force behind the Companys ability to maintain service continuity and meet client expectations in a highly dynamic environment. Together, with shared values and collective determination, we remain committed to building a resilient and agile organization that creates long-term value for all stakeholders.

BY ORDER OF THE BOARD
FOR SUNDREX OIL COMPANY LIMITED
Sd/-	Sd/-
Shashank Sonthalia	Mahesh Sonthalia
Whole Time Director &CEO	Chairman & Managing Director
DIN:03052899	DIN:00755021
Date: 29.08.2026
Place: Kolkata