On behalf of the Board of Directors of your Company, I am glad to present the 58^th Annual Report and the 2^nd Integrated Annual Report, on the working of your Company, together with the Audited Statement of Standalone and Consolidated Accounts, Auditors' Report and the Report of the Comptroller & Auditor General of India on the Accounts for the year ended March 31, 2024.

PERFORMANCE REVIEW

Financials (Standalone and Consolidated)

The summary of the Standalone and Consolidated Financial Results are as under:

Analysis of Profitability

The Company continued its excellent financial performance in the current year due to stellar operating performance with highest ever Crude throughput of 11.642 MMT and focused improvement on reliability coupled with feed optimization which enabled secondary units to surpass the previous best.

It is worth noting that your Company has exceeded its physical achievements in all key performance indicators such as throughput, Distillate yield and Energy efficiency parameters during the fiscal year 2023-24 compared to the previous year, showcasing a steadfast commitment to excellence. Your Company has consequently outperformed on physical parameters even on the larger base, translating into better financial performance.

The above physical performance was further supported by better margins in the international market during the FY 2023-24.

For the fiscal year 2023-24, the Gross Refining Margin (GRM) was recorded at US$ 8.64 per barrel (Singapore GRM: $6.61 per barrel), compared to US$ 11.91 per barrel (Singapore GRM: $8.96 per barrel) in the previous financial year. Our current GRMs have consistently outperformed Singapore GRMs over the last two years, largely due to optimized refinery production, enhanced product distribution, crude procurement strategies and efficient secondary units processing capabilities.

Highlights

• The Company recorded a turnover of Rs. 79,207 Crore, Profit Before Tax of Rs.3660 Crore and Profit after tax of Rs. 2711 Crore in FY 2023-24.

• Recommended the highest ever dividend of ^55.00 per equity share (i.e 550% on the face value of ^10/- per equity share) for FY 2023-24.

• ‘Nil' comments received from C&AG for the Financial Year 2023-24 - 20^th year in succession.

• Leverage position has considerably reduced to 0.32 times at the end of Financial Year 2023-24 as compared to 0.67 times at the end of previous financial year.

• Borrowings as on 31.03.2024 is significantly lower at Rs 2762 Crore as compared to Rs. 4235 Crore in the previous year.

• Closing Networth registered a growth of around 37% at Rs 8593 Crore as compared to Rs. 6281 Crore in FY 2022-23.

• Market Capitalization witnessed a phenomenal jump of 280% to Rs.13503 Crore as on 31.03.2024 as compared to Rs.3537 Cr in the previous year, which resulted in your Company being ranked 370^th among Listed entities based on full market capitalization in India and also became constituent of Nifty Small Cap 250 Index.

• Share price soared to an all-time high of over Rs. 1122 post the robust financial results in April 2024, around four-fold increase since April 2023 signaling market confidence.

Issue of securities / change in share capital

During the year 2023-24, there is no change in the share capital of the company. No securities were issued during the year.

Dividend

Article 114 of the Articles of Association and Guidelines on Capital Restructuring of Central Public Sector Enterprises dated 27^th May, 2016 issued by the Ministry of Finance, Department of Investment and Public Management (DIPAM), Government of India together constitute the Dividend Distribution Policy of the Company and the same is hosted on the website of the Company under the link https://cpcl. co.in/company/overview/our-policies/

Our Board has recommended a Dividend of 6.65% on the paid up outstanding preference share capital of the Company, representing Rs.0.665 per preference share amounting to Rs.33.25 crore for the year 2023-24. Considering the second all-time high profits earned by the company during FY 2023-24, and the need to reward the interest of the minority shareholders, the Board has recommended a dividend of 550% on paid-up Equity Share Capital of the Company representing Rs.55/- per share as on 31.03.2024 amounting to Rs.819 Crore.

Book Value and Reserves and Surplus

There has been a significant addition to the reserves of the Company due to improved profitability. The reserves and surplus as on 31^st March, 2024 jumped to Rs.8444.05 crore as compared to Rs.6132.05 crore as on 31^st March, 2023.

The book value per share of your Company as on 31.03.2024 increased significantly to Rs.577.05 as compared to Rs.421.79 as on 31^st March, 2023.

Value Addition

The value addition during the year 2023-24 is Rs.5040 Crore as compared to Rs.6797 Crore in the previous year.

Digital India Initiatives

Your company has achieved 100% digital transactions during the financial year 2023-24.

Contribution to Exchequer

Your Company has been consistently contributing to both State and Central Exchequers in the form of duties and taxes. The details are as under:

Capex

Your Company has incurred Capital Expenditure of Rs.611.15 crore for the year 2023-24 as compared to Rs.654.06 crore in the previous year 2022-23.

Public Deposit Scheme

Your Company has not accepted any public deposit during the year 2023-24 and no public deposit was outstanding as on 31^st March, 2024.

Credit Rating

The company's financial management expertise is reflected in the strong credit ratings assigned by the Credit Rating agencies. The details of Credit Ratings are as under:

Operational Performance

Your Company achieved a throughput of 11.642 MMT in 2023-24 as against MoU target of 11.64 MMT and surpassed Name plate capacity of 10.5 MMTPA for the second time and achieved the highest ever crude processing as against the previous best of 11.316 MMTPA in 2022-23. The distillates yield achieved for 2023-24 was 76.2% against the previous year of 76.0%

The Energy Intensity Index (EII) recorded was the lowest ever at 87.5 against the previous best of 89.2 in the year 2022-23. The specific energy consumption recorded was the lowest ever at 72.2 against the previous lowest of 75.2 in the year 2022-23. The operational availability during the year was 98% against the target of 97%. Fuel & Loss was recorded lowest ever at 8.81% as compared to 9.06% in the previous year.

On the secondary unit performance, your Company achieved the highest ever Once Through Hydro Cracker Unit (OHCU) throughput of 2,385 TMT against the previous best of 2,372 TMT in 2022-23 and Delayed Coker unit (DCU) achieved the highest ever throughput of 2,072 TMT surpassing the previous best of 1,975 TMT in 2022-23.

Your Company recorded the highest ever production and despatch in respect of the following:

Some of the other highlights of Operational performance

during the year are as under:

• Successfully processed three numbers of new crudes viz., Olombendo from Angola, Siberian Light and Varandey from Russia.

• Highest ever monthly crude throughput of 1072 TMT in Mar'24 surpassing the previous best of 1062 in Mar'22.

• Product pipeline CTMPL achieved the highest ever single MS batch size of 45 TKL in Aug ‘23. A record number of 1000TMT/ Month crude processing of 8 times in the year. Highest being 1072 TMT in March 2024

• Highest ever quarterly crude processing of 3088 TMT in Q-4 2023-24 surpassing previous best of 3049 TMT in Q-2.

• Opportunity crude processing maximized during the year (Russian crude processing was at 31.3 % (3647 TMT) as compared to 12.4 % (1405 TMT) in 2022-23).

• Highest ever RLNG consumption of 441 TMT during the year 2023-24 as against previous best of 283 TMT in 2021-22.

• Highest ever Lube Oil Base Stock (LOBS) production and dispatch of 248 TMT and 243 TMT respectively, in the last ten years.

• Reduced water consumption from 7.1 MGD to 6.6 MGD during FY 2023-24 by implementing various water conservation measures and improving recycle and reuse of water

• Sharing of VLCC with IOC's cargo to optimize the logistics cost in crude.

• New value added product, viz., Lean Butene, a petrochemical feed supplied to M/s.Cetex Petrochemicals Ltd.

• Commenced Pet coke evacuation through Rail wagon.

• Specialty fuel JP-5 (3.0 TKL) successfully despatched through Chennai-Bangalore pipeline for the first time.

• In the Solomon benchmarking study, your company secured Q1 in 5 indices in 2022 (when compared to 1 in 2020), Q2 in 9 indices (9 indices in 2020 also), Q3 in 3 indices (when compared to 10 in 2020) and Q4 in 6 indices (when compared to 3 in 2020) out of a total of 23 indices.

• Process Unit utilization showed a giant leap from Q3 to Q1 quartile, compared to previous study period, due to increased crude throughput and good performance of secondary units.

• Maintenance index, which is a measure of the total annualised maintenance expense per equivalent distillation capacity of the refinery, has also improved from Q2 to Q1, which was appreciated by Solomon.

• Under Lube refinery category, your company was credited as being on par with the most profitable plants, due to its ability to produce the highest priced products (lube / wax) in the market.

Awards

Your company was conferred with the “Best Refinery Performance Improvement" award under the category “Capacity > 9MMTPA" for 2022-23 among all refineries in India at Energy Technology Meet, organized by MoPNG and Centre for High Technology at Pragati Maidan, New Delhi.

Your Company added another feather in its cap, and was honoured with “Best Stall Award" at 26^th Energy Technology Meet (ETM), New Delhi for the outstanding stall design, which exemplarily portrayed technological advancements made by your Company since inception, including the recently developed niche fuels for supply to DRDO & ISRO, in the spirit of Atmanirbhar Bharat.

Your company was bestowed with the PLATINUM AWARD “Refinery of the year 2022" in Oil Refining Sector for its outstanding achievement during the year 2022-23, which was presented during the 15^th EXCEED OHS & SECURITY AWARD CONFERENCE held on 15^th December 2023 at Thiruvananthapuram, Kerala by Sustainable Development Foundation (A unit of Ek Kaam Desh Ke Naam), a nongovernment, non-funded, organization working for social upliftment of the society.

MoU PERFORMANCE

Your Company has received “Excellent" rating for its performance during FY2022-23 with respect to the MoU signed with its holding Company, Indian Oil Corporation Limited (IOCL). Further, your Company signed MoU with IOCL for FY 2023-24, as per the guidelines issued by the Department of Public Enterprises (DPE).

MARKETING

Indian Oil Corporation Ltd., the holding company, markets a majority of fuel products and Petroleum, Oil and Lubricants (POL) produced by your Company. Apart from the above, the details of sale of products through direct marketing by your

Company during 2023-24 as compared to the previous year 2022-2023 are given below:

• Supply of value added Petrochemical product (Lean Butene) to Manali downstream Industries which not only has a potential to increase GRM but also reflected company's commitment of being a mother Industry to downstream petrochemical units in the Manali Industrial cluster.

• Another Atmanirbhar Bharat initiative includes maiden manufacturing and supply of indigenously produced 34.25 MT of ISROSENE fuel , from the existing refinery stream with no involvement of additional CAPEX, to ISRO

RESEARCH & DEVELOPMENT (R&D)

Your Company's R&D plays a vital role in providing support

to refinery operations.

During the year various studies were carried out as under:

• Quality improvement of Group-1 Lube Oil Base Stock (LOBS) by blending a suitable refinery stream in Inter Neutral (IN) Distillate through lab-scale aromatic extraction and dewaxing studies.

• Enhancing the production of 500N Lube Oil Base Stock (LOBS) by blending less valuable refinery streams in Heavy Neutral (HN) Distillate through lab-scale aromatic extraction and dewaxing studies.

• Feasibility study on production of value-added products from diesel streams as a part of diesel reduction methodology

• Identification of appropriate crude sources for wax production through lab scale deoiling studies

• Two collaborative research projects were taken up with Rajiv Gandhi Institute of Petroleum Technology (RGIPT) on sustainable development. Corrosion inhibitor for Ethanol blended MS and Nano Cellulose/Micro Cellulose and Biofuel from green coconut shells/Rice Paddy Stock.

PROJECTS

Your Company has invested a total of Rs. 611.15 Cr. in

CAPEX, surpassing the budgeted estimate for FY 2023-24

VOC Collection and Removal system in ETP-111 Unit

Your company has commissioned Volatile Organic Compound collection and Removal System at ETP - III to remove Volatile Organic Compounds (VOC) and eliminate odour from oil handling facility of ETP-III. With this commissioning, your Company is fully compliant with the environment standards viz., Minimal National Standards (MINAS) as notified for Oil Refinery.

6 KW Rooftop Windmill in Corporate Office

As a part of sustainable development and a step towards net zero, your Company has set up a 6 kW Rooftop wind mill plant in Corporate Office premises. The power generated by two wind turbines will cater to the energy needs during the night time and will be complemented by our solar PV panels during the daytime. This is one of the initiative which symbolizes company's commitment towards sustainability.

1.04 MW capacity of Ground Mounted and Roof top solar system on plant area buildings

Your company has installed Ground Mounted Roof Top solar panels of capacity 1.04 MW at Manali Refinery, at an estimated cost of Rs 5.80 Cr (incl GST) and it was commissioned in April 2024.

PROJECTS UNDER IMPLEMENTATION:

Pharma grade hexane Production at Manali Refinery:

Your company is planning for production of Pharma Grade Hexane in the Isomerization Unit, at an estimated project cost of Rs 67.15 Cr., which will replace the existing conventional column internals with Divided Wall Column (DWC) Technology for production of 35000 MTPA of Pharma Grade Hexane. The anticipated completion is by Q2 of FY 2024-25.

Laying of 28” Desal line & 10” RO Reject line

Your company is laying 22 km long new 28" Desal Water Pipeline and new 10" RO Reject water Pipeline between Manali Refinery and its Desalination plant at Ennore, at an estimated cost of Rs 205 Cr ± 10% (incl of GST) and the anticipated completion will be end September 2025.

FUTURE PROJECTS

Group M/MI LOBS Projects

Your company is planning to implement a project for production of Group II/III Lube Oil Base Stocks. First stage approval for the project has been received. Pre-project activities such as preparation of BDEP for Process Units and Detailed Feasibility Report (DFR) were completed. Environmental clearance was obtained in Jan 2024. Final investment approval is in process.

FCCU Revamp - Scoping Study

Your company has taken up FCCU revamp scoping study for capacity augmentation of FCCU and maximizing Propylene. The job was awarded to M/s.UOP in December 2023. Study is in progress and final report is expected to be submitted in July 2024.

Feasibility Study for New De-Oiling Unit

Your Company has taken up Feasibility Study for installation of New De-Oiling Unit to produce Micro Crystalline Wax. The job was awarded to EIL in March 2024. Study is in progress and final report is expected to be submitted in September 2024.

HEALTH, SAFETY AND ENVIRONMENT

Health

Your Company always strives to provide the best health care facilities not only to employees but also to contract workers and towards achieving this end has put in place Occupational Health Services (OHC) Centre with adequate facilities manned by qualified professionals equipped to handle any eventuality.

Various health promotion programs conducted during the year:

• Voluntary Blood Donation camp organised at Occupational Health Services on World Blood Donor Day, wherein CPCL Employees, CISF, Contract workers and Trainees donated blood.

• Cardiac Screening Camp for Employee's spouse conducted which benefitted 275 members during World Heart Day.

Your company has always strived hard for Zero Incidents target and safety statistics of Manali Refinery as on 31.03.2024 are as under:

Significant safety initiatives undertaken during the year include the following:

• Onsite Emergency Mock Drills including Night Hour Mock drill conducted as per Emergency Response Disaster Management Plan and PNGRB Guidelines.

• High potential consequence events (HIPO) NMIs are identified by a standing committee headed by DGM i/c (F&S). 25 nos. HiPo NMIs identified against the target of 24 and steps were taken to avoid recurrence.

• No untoward road safety incidents in the refinery during 2023-24 due to installation of speed cameras and constant monitoring.

• As a responsible organization, extended safety expertise to other industries. 148 employees of IOCL and 25 junior officers of Directorate of Industrial Safety and Health (DISH) benefitted from Live Fire Drill Trainings.

Safety Audits conducted during the year were as under:

• 12^th Surprise Safety Audit (SSA) by OISD in Aug 2023

• Internal Safety Audit (ISA) by Internal Multi-Disciplinary teams in June 2023

• Safety audit as per IS 14489 and MSIHC guidelines in Mar'24

• PNGRB T4S Audit for cross country pipe lines carried out in Nov-23

• 151 nos of process Mock drill conducted across the Refinery

The recommendations of both internal and external and Surprise Safety Audits are being implemented in a time bound manner with regular monitoring during the monthly Central Safety Committee meeting.

In recognition of its commitment towards Safe work practices, your company has been awarded the prestigious National Safety Council (NSC) Tamil Nadu Chapter “Award of Honour" in OHSE Awards 2023.

Environment

Your Company is committed to carry out its refinery operations without affecting the Ecological balance and is always focused at complying with all the statutory Laws and Regulations.

• RLNG consumption increased from 269.6 TMT in 2022-23 to 440.6 TMT in 2023-24, thereby achieving about 3% CO2 reduction of 223.9 TMT achieved.

• Green House Gases (GHG) emission decreased in 2023-24

• Commissioned 1040 KWh of solar panels in the flare area and control rooms (Rooftop) as part of Renewable Energy initiatives.

• 26889 MWh of power generated from Windmill achieving a CO2 emission reduction of 21.778 MT.

• 4550 Nos. of LED lights replaced, thereby achieving 2292 KWh of energy savings. In Manali Refinery, 100% Conventional Lights have been converted into LED.

• As a part of Tamil Nadu Chief Minister's visionary initiative “Meendum Manjappai" (cotton bags), your Company donated 2 Nos. of Vending machines to TNPCB, for dispensing cotton bags during the June'23, as a part of Tamil Nadu Chief Minister's visionary initiative “Meendum Manjappai".

ENERGY CONSERVATION

Your company is keen on conserving the energy by implementing several energy conservation measures.

During the year, your company achieved a Specific Energy Consumption (SEC) and Energy Intensity Index (EII) of 72.2 and 87.5 (Best achieved) respectively as against 75.2 and 89.2 in 2022-23. 22 numbers of energy conservation measures were implemented successfully during the year, which resulted in energy savings of 28320 Standard Refinery Fuel Tonne (SRFT) per annum corresponding to approximately 0.24% reduction in F&L. The details of energy conservation measures are given in Annexure I.

Steam Leak Audit was conducted by CHT External Auditors as part of SAKSHAM 2024. Steam leak decreased from 0.44 Kg per MT of steam produced in 2022 survey to 0.43 Kg per MT of steam produced in 2024 survey despite facing challenges in December'23.

Oil & Gas Conservation Fortnight (SAKSHAM 2023) with the theme “Energy Conservation towards Net Zero" was observed from 24^th April to 8^th May 2023 as per the directives of Ministry of Petroleum and Natural Gas (MoP&NG) to create awareness among the masses about conservation of Oil and Gas.

RELIABILITY IMPROVEMENT INITIATIVES

Your Company has taken several measures to improve the reliability of its operations which are as under:

• To ensure reliable operation of power system, Cogen Programmable Logic Controller (PLC) were replaced with state-of-art PLC Control systems.

• GT legacy electrical protection systems are being replaced with state of art bay control IED's to improve reliability and facilitate digitalization of power system operations.

• Recommended for In-situ machining of flanges in plant 94

• Health assessment of Refinery 1 & Refinery 2 flare headers

• Replacement of CS coolers (2E 10, 2E 21) with redundant DSS cooler (2-E-62) from plant 205

DIGITALIZATION

Over the past few years, digital integration in oil and gas operations has been on the rise. With the opportunities that come from real-time data, digital integration is one of the best ways for any refinery to future-proof the refining business. In line with the trend, Your Company has been taking continuous steps in adopting digital technologies in its regular operations.

As you are aware, Your Company is well known for many of its ‘first of the kind' initiatives in an Indian Refinery like implementation of Aspen DMC (controller). Similarly, in the recent past, based on the need and demand, many digitalization activities have been taken up for Process Optimization facilities like Data Historian (Aspen IP21) & Personal Identification Number (PIN) Network or the

Online Portals & Business Intelligence (BI) dashboards for Maintenance and Inspection activities.

As a strategic move to spearhead the Digital transformation process and to bring about a unified platform and digital growth of your refinery, an independent “Digitalization Cell" has been formed, with the objective of enabling the organization to harness the full potential of digital technologies to improve operations, enhance safety, and drive innovation in an increasingly competitive industry.

Your Company started exploring the use of digital applications in predictive maintenance, real-time integrated data, workflow digitization etc., and discussions are underway with our parent organization IOCL, for identification and extension of potential i-drive initiatives.

Other Digitalisation initiatives, which are on the anvil include the following:

• Creation of Animated Videos of Standard Operating Procedures

• Procurement of Smart Helmets for Remote Assistance etc.

• Establishing a Virtual Reality Training Room with initial focus on Virtual Reality based Fire and Safety Training.

• Exploring possible Collaborations with other industry/ academia towards implementation of proven innovative technology

• Transformation management with focus on employee adaptability through proper training and skill development.

Your company is honored with the SKOCH Award 2023, acknowledging the groundbreaking and first of its kind initiative “Utilization of Caged Drones for Inspection in Refineries." This prestigious accolade underscores your company's unwavering dedication to digitalization excellence and innovation in the oil and gas industry.

INFORMATION SYSTEM

The Information System Department of your Company oversees crucial functions such as IT infrastructure management, software development and cyber security. Significant advancements were witnessed across all domains last year, reflecting a commitment to continual improvement. These enhancements encompassed bolstering cyber security measures, refining software development processes, and optimizing IT infrastructure for enhanced efficiency.

Cyber Security and IT infrastructure

Your company implemented Cyber Security Operations Centre (SOC) on 31.01.2024. M/s Bharati Airtel Services has been lined up for the Security Operations Centre (SOC).This cutting-edge facility is dedicated to ensuring the safety and integrity of digital assets by employing round-the-clock cyber threat monitoring and mitigation strategies.

The Chief Information Security Officer (CISO) of your Company is presenting comprehensive assessment of cybersecurity to the Board as per the directives of Ministry of Petroleum and Natural Gas .

The Information Security Steering Committee (ISSC) is constituted as per the guidelines of Ministry of Electronics and Information Technology. Two meetings were held with National Critical Information Infrastructure Protection Centre (NCIIPC) Vulnerability Assessment and Penetration Testing (VAPT) has been conducted for publicly hosted servers every quarter.

Marketing portal and Marketing dashboard

In-house marketing portal and marketing dashboard was developed and the same was launched on 30^th Dec 2023. The portal provides information on Products & Specifications, Customer registration, Sales & ledger balances, Customer feedback and many more details available for existing & prospective customers to access at the push of a button.

The marketing dashboard provides up-to date information on company's direct marketing products related to sales, market share comparing with other OMC's, market swings during the year etc.,

• Firemen Residential Training organised for newly recruited Six Firemen and the training was imparted by Tamil Nadu Fire and Rescue Services (TNFRS) during Dec'2023 to Mar'2024.

• Process Safety Management training programme conducted during the period April’23 to Mar'24. 148 Employees have attending the Training.

• Wellness Through Yoga, Stress Management and Meditation program organized, which benefitted 166 Employees.

• Under Learning Management System (LMS), the Training Need Identification and Training Calendars prepared based on competency and skill Assessments.

Reservation in respect of SC/ST/OBC/PWD:

Your Company meticulously follows the Presidential Directives and guidelines issued by Government of India regarding the reservation in services for SC / ST / OBC / PwBD (Persons with Benchmark Disabilities) / Ex-Servicemen / EWS (Economically Weaker Section) to promote inclusive growth. Rosters are maintained as per the directives and are regularly inspected by the Liaison Officer(s) of the Company as well as the Liaison Officer of the Government of India to ensure proper compliance in accordance with the Presidential Directive. The details of representation of SCs/STs/OBCs in the prescribed proforma are attached as Annexure-M.

Out of the total manpower, there were 286 SC employees (previous year: 300) and 50 ST employees (previous year: 50) as on 31^st March, 2024, constituting 20.11% and 3.51 % of the total manpower respectively.

The provision of 4% reservation for persons with benchmark disabilities, in line with the Government of India’s guidelines / instruct was implemented by the Company. Necessary concessions / relaxations in accordance with the rule in this regard were extended to physically challenged persons in the recruitment.

During the year, cordial industrial relations were maintained across the Company’s installations. The Company provides

Corporate Social Responsibility (CSR) & Sustainable Development (SD):

Your Company's Corporate Social Responsibility is part of its corporate governance, which is to create value for stakeholders (CPCL's Vision) and to pro-actively fulfill social commitments including environment and safety (CPCL's Mission).

With this underlying principle, your company's Corporate Social Responsibility (CSR) Vision has been defined as “Strive for Educated, Healthy, Economically Developed and Environmentally Protected community around the Refineries".

The CSR Policy of the Company can be accessed on the website of the Company under the link https://cpcl.co.in/ company/overview/our-policies/

To achieve your company's CSR vision, CSR projects are designed with the aim to positively impact economic and social conditions of the communities in which it operates, to make efforts towards self-sustainability of CSR projects and to take initiatives on environmental sustainability.

During the year, your Company spent Rs. 2011.65 lakhs under various CSR activities mostly surrounding the refinery

In recognition of its various CSR initiatives, your Company received the following awards / accolades during the year:

• Mahatma Award 2023 for outstanding CSR in Community Development at the India International Centre, New Delhi, on 30.09.2023, by the Mahatma Foundation (Aditya Birla Group). This significant recognition highlights your company's unwavering dedication towards creating a positive impact in the community it serves.

• In a resounding recognition of its sustained commitment to Corporate Social Responsibility (CSR) initiatives, your Company was honoured with the prestigious Transformation Partnership Award, bestowed by the esteemed Indian Institute of Technology Madras (IIT Madras), which was presented during the institution's National CSR Summit held on February 17, 2024. The Transformation Partnership Award underscores your Company's longstanding dedication and collaborative efforts towards fostering positive social change through various CSR endeavors, unwavering dedication to fostering sustainable development and making a meaningful difference in the communities it serves.

VIGILANCE

The vigilance department of your company continues to lay great emphasis to maintain high level of integrity throughout the Company. Apart from investigating the complaints, Vigilance Department also ensures that a framework exists for promoting transparency within the Organization through use of technology and implementation of various preventive vigilance measures. The department also focuses to establish transparent systems and procedures for the benefit of external stakeholders.

During the year, various system improvement measures for increasing transparency, such as developing a web portal for Marketing Department for e- enlistment of customers through Company's website has been done and Revision of Company's Recruitment Policy, development of SOP for Catalyst usage and disposal, digitalization of the data on requests for deployment of cranes have been taken up.

A training program for Vigilance Officers by Central Vigilance Commission (CVC) was hosted by CPCL on 15-9-2023 at Chennai. The program was held in the presence of Hon'ble

Vigilance Awareness Week- 2023 was observed from 30^th October, 2023 to 6^th November, 2023 on the theme given by Central Vigilance Commission - “Say No to Corruption; Commit to the Nation".

Various events and competitions on the theme were held for Employees, Spouses of Employees, School and College students. A walkathon was also held to promote awareness on Vigilance and PIDPI resolution.

There were no pending disciplinary proceedings or prosecution cases as on 31^st March, 2024.

PUBLIC GRIEVANCES

Your Company is committed to redress the public grievances on time. Contact details of Public Grievance Officer are displayed on the website of the Company under the link https://www.cpcl.co.in/connect/citizen-charter/public-grievance. During the year 2023-24, 18 public grievances were received and disposed of in time.

CORPORATE GOVERNANCE

A separate section on Corporate Governance forms part of this Integrated Annual Report, in line with the SEBI Listing Obligations and Disclosure Requirements (LODR) Regulations 2015 and DPE Guidelines on Corporate Governance.

The certificate received from the Auditors of the Company regarding compliance of conditions of corporate governance, as required under SEBI (LODR) Regulations 2015 as well as compliance with the guidelines on corporate governance issued by the Department of Public Enterprises, Government of India, is annexed and forms part of this Report (Annexure-IV).

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

As required under SEBI (LODR) Regulations 2015, Management's Discussion and Analysis Report is annexed and forms part of the Integrated Annual Report (Annexure-V).

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In accordance with SEBI (LODR) Regulations 2015, the Business Responsibility and Sustainability Report forms part of the Integrated Annual Report and is being hosted on the website of the company https://cpcl.co.in/investors/financials/ exchange-intimations/.

As a leadership initiative on the Governance , your company has voluntarily adopted for third party reasonable assurance on the Business Sustainability and Responsibility Statement (BRSR) core principles and limited assurance on the Integrated Reporting framework.

AUDIT COMMITTEE

The composition of the Committee as on 31^st March, 2024 is as under:

• Mr.Ravi Kumar Rungta- Independent Director - Chairman

• Dr.C.K.Shivanna, Independent Director - Member

• Mr.Deepak Srivastava - Government Nominee Director -Member

Director (Finance), CPCL is the permanent invitee.

The recommendations of the Audit Committee during the year were accepted by the Board.

CODE OF CONDUCT

The Board of Directors of your Company has formulated a code of conduct for the Directors and Senior Management Personnel, which was circulated to all concerned and hosted on the Company's website. The code can be accessed at http://www.cpcl.co.in/codeofconduct. The Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct and the same was informed to the Board at the meeting held on 24.04.2024.

RISK MANAGEMENT

Your Company has a well-developed Risk Assessment & Management system and has also constituted a Risk Management Committee. The composition of Risk Management Committee as on 31.03.2024 is as under:

• Mr. Arvind Kumar, Managing Director - Chairman

• Mr. H.Shankar, Director (Technical) - Member

• Mr. Rohit Kumar Agrawala, Director (Finance) - Member

• Mr. P.Kannan, Director (Operations) - Member

• Mr. Ravi Kumar Rungta, Independent Director- Member

• Ms. Sukla Mistry, Nominee Director, IOCL - Member (upto 30.04.2024)

Note: Mr. Subhajit Sarkar was inducted as a Member in place of Ms. Sukla Mistry with effect from 03.05.2024

The Action Taken Report on the Risk Management Policy for FY 2023-24 containing the mitigation measures on various High & Medium Risks along with the Risks on Radar were reviewed by the Risk Management Committee on 12.04.2024 and by Audit Committee on 23.04.2024 and by the Board at the meeting held on 24.04.2024.

INTERNAL FINANCIAL CONTROLS

Your Company has put in place adequate systems of internal controls and documented procedures covering all financial and operating functions commensurate with the size of the Company and the nature of its business to provide reasonable

SECRETARIAL AUDIT

Your Company has appointed M/s. A.K. Jain & Associates as the Secretarial Auditors, for the year 2023-24.

The Secretarial Audit Report for the year 2023-24 confirms that the Company has complied with all the applicable provisions of the Companies Act 2013 and the rules made thereunder and other applicable acts, rules, guidelines, applicable secretarial standards, etc. and the findings are as under:

i) Non-appointment of minimum Independent Directors including one Woman Independent Director- Reg. 17.

ii) The Nomination and Remuneration Committee was not having 2/3^rd Independent Directors - Reg. 19.

It is clarified as under:

1) CPCL being a Government Company under the administrative control of Ministry of Petroleum and Natural Gas, the power to appoint Independent Directors including one Women Independent Director, vests with the Government of India. Regular follow-up is being made with Government of India and the appointment of additional Independent Directors is under the consideration of Government of India.

2) As and when additional independent directors are appointed by Government of India, the Nomination and Remuneration Committee will be reconstituted to ensure compliance with minimum 2/3^rd independent directors.

The report, duly certified by a Practicing Company Secretary, is attached as Annexure-VI to this Report.

Your Company being a Government Company, the selection and appointment of Directors, their terms of appointment and the remuneration payable to them, are decided by the Government of India as per applicable guidelines.

In view thereof, the terms of reference of Nomination and Remuneration Committee do not include the terms provided under the Companies Act, 2013. The performance evaluation of all directors, excluding directors representing Naftiran Intertrade Company, one of the promoters of the company, is carried out by the Administrative Ministry (MoP&NG), Government of India, as per applicable guidelines. The above is in line with the exemption provided to Government Companies by the Ministry of Corporate Affairs.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

One separate meeting of Independent Directors (7^th) was held on 24.02.2024, as per the provisions of the Companies Act 2013 and SEBI(LODR).

REPORTING OF FRAUDS BY AUDITORS

The Auditors in their report for the year have not reported any instance of fraud committed by the officers/employees of the Company

PUBLIC PROCUREMENT POLICY FOR MSEs

Your Company has earmarked 25% of total procurements to be made from the MSEs for the FY:2024-25 in accordance to the PPP for MSEs Order 2012 of the Government of India. Out of this 25% target, a sub-target of 4% on total procurement is earmarked for procurements from Reserved SC/ST MSEs and also another sub-target 3% on total procurement is earmarked for procurements from Women owned MSEs.

The details of the actual values of total procurements of materials and services (total value excluding Crude, Gas, Power & License Fee) by your company during the financial year 2023-24 as against the target fixed by the Government of India are given below:

• During the year 2023-24, 11 Vendor Development Programmes were conducted/participated by CPCL in total for the benefit / development of the MSEs. Out of which, 5 exclusive programmes were conducted by CPCL for the benefit of SC/ST MSEs. 1 exclusive programme was conducted for the benefit of Women owned MSEs.

• The above programmes were conducted in association with MSME-Development Institute Chennai, NSIC Chennai; National SC-ST Hub Office-Chennai, Government of India; TAHDCO (Tamilnadu Adidravidar Housing Development Corporation Ltd), Facilitating MSMEs of Tamilnadu (FaMe) , SIDCO, Government of Tamilnadu; NSIC, DICCI -Tamilnadu & Puducherry Chapter.

• During these programmes, the procedure followed by your Company, for vendor registration, benefits and purchase preference extended to the MSEs, details of materials & services which can be procured from the MSEs were explained in detail to the MSMEs.

Procurements through the GeM platform:

The procurement through the GeM portal accounted for 72% (Rs.588.30 Crores) of the total procurements (Rs.817.84 Crores) during the year 2023-24.

Recognitions

Your Company received “Certificate of Appreciation" for the highest percentage in procurement from SC-ST owned Micro

and Small Enterprises (MSEs) amongst CPSEs in the category of total procurement between Rs.100 Crores to Rs.1000 Crores for the Financial Year 2022-23 from the Ministry of MSME. The certificate was presented at the CPSE Conclave on Public Procurement Policy at Vigyan Bhavan, New Delhi on 29.02.2024.

CPCL had set up a stall showcasing the various products and requirements which were in the scope of supply of the SC/ST MSE entrepreneurs.

Scrap Sold:

During the year 2023-24, Scrap weighing 5277 Metric tonnes were sold through e-Auction fetching Rs 19.49 Crores Net Sale value to your Company.

JOINT VENTURES

Indian Additives Limited (IAL):

Your Company has a joint venture with Chevron Chemicals Company (now Chevron Oronite Company) in the year 1989 for manufacture of lube additives components and packages. The share capital of IAL is Rs.23.67 crore. CPCL and Chevron hold 50% each in the share capital of IAL.

The Revenue from Operations of IAL was Rs.1215 crore (highest) during the year 2023-24, as against Rs.1187 crore in the previous year. The Profit after Tax for the year 202324 was at Rs.73.08 crore (highest) as against Rs.11.34 crore in the previous year. Dividend of Rs.154.45% of paid up capital/50% of PAT i.e. Rs.36.54 Cr. was recommended by the Board of IAL for FY 2023-24.

National Aromatics and Petrochemicals Corporation Limited (AROCHEM):

Your Company has another Joint Venture with M/s. Southern Petrochemicals Industries Corporation Ltd. (SPIC) in the year 1989 for manufacture of PTA, Paraxylene, Orthoxylene and Benzene. The share capital of AROCHEM is Rs.0.05 crore. CPCL and SPIC hold 50% each in the share capital of AROCHEM. Since the JV is not operational, the investments have been fully provided for diminution in value.

Cauvery Basin Refinery and Petrochemicals Limited:

Joint Venture Company(JVC), Cauvery Basin Refinery & Petrochemicals Limited (CBRPL) was incorporated on 06-Jan-23 between IOCL, CPCL & other seed equity investors for implementing a new grassroot refinery of 9 MMTPA capacity with petrochemical facilities at Nagapattinam, Tamil Nadu. This new refinery will produce Petrol and Diesel of Bharat Stage-VI specifications and Polypropylene as a value-added product. Subsequently, subscription amount toward initial share capital of Rs.5,00,000/- received from the Promoters (IOCL and CPCL) and other seed equity investors. Land acquisition process was completed by the Government of Tamil Nadu and handed over to CPCL on 31-Oct-23, which marks a crucial step towards actualizing the project.

CPCL and IOCL Board accorded approval for the revision in project cost and capital structure of the Joint Venture with 75% equity from IOCL & 25% equity from CPCL. The project is scheduled to be completed in 39 Months from accordance of statutory approval.

Your company also inked a Memorandum of Understanding (MOU) with the Tamil Nadu Government, for the additional investment as compared to the previous commitment.

Site enabling activities such as Construction Power, Construction Water, Site Grading, Boundary Wall, and Roads & Drain construction are underway, laying the groundwork for the refinery's physical establishment.

RELATED PARTY TRANSACTIONS (RPTs)

A policy on material RPTs was framed in line with the provisions of the Companies Act, 2013 and SEBI Listing Regulations 2015, which can be accessed on the Company website at the link https://cpcl.co.in/company/overview/our-policies/. Your Company has undertaken transactions with related parties during the year, which are in the ordinary course of business. As per the RPT Policy, approval of Audit Committee has been obtained for all RPTs. During the year, there were no material RPTs. Approval of the members for the material RPTs with CBRPL for FY 2025-26 is proposed to be obtained in the forthcoming AGM. The disclosures related to Related Party Transactions in accordance with applicable accounting standards are provided at Notes to the Annual Accounts.

The details of contracts or arrangements with related parties referred to under Section 188 (1) of the Companies Act, 2013 in the prescribed Form AOC-2 are attached as Annexure -VII, of the Report.

REPORT ON ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS

Statutory details on Energy Conservation and Technology Absorption, R&D Activities and Foreign Exchange Earnings and Outgo, as required under the Companies Act, 2013 and

the Rules prescribed thereunder are given in the Annexure-I and form part of this Report.

PARTICULARS OF EMPLOYEES

The provisions of Section 134(3)(e) of the Act are not applicable to a Government Company. Consequently, details on Company's policy on Directors' appointment and other matters as required under Section 178 (3) of the Act, are not provided.

Similarly, Section 197 of the Act is not applicable to a Government Company. Consequently, there is no requirement of disclosure of the ratio of the remuneration of each Director to the median employee's remuneration and other such details, including the statement showing the names and other particulars of every employee of the Company, who if employed throughout / part of the financial year, was in receipt of remuneration in excess of the limits set out in the rules are not provided in terms of Section 197 (12) of the Act read with Rule 5 (1) / (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The following changes have occurred in the Board of the Company:

1) Mr. K.Surendran, independent Director, has resigned effective 25.03.2024 as he intends to contest in the Lok Sabha elections. Mr. K. Surendran confirmed that there is no material reason other than mentioned above for his resignation. His resignation was accepted by MoPNG vide letter dated 23.04.2024.

2) Mr.P.Kannan has been appointed as Director (Operations) effective 01.08.2023 in place of Mr.S.Krishnan who super-annuated from the services of the company on

31.07.2023.

3) Mr. Inder Jeet, Deputy Secretary, MoPNG, has been appointed as Nominee Director of Government effective 07.11.2023

4) Ms.Sukla Mistry, Nominee Director, IOCL ceased to be a Director on the Board of CPCL effective 30.04.2024 as she has super-annuated from the services of IOCL on

30.04.2024.

5) Mr.Subhajit Sarkar, Executive Director (Operations), IOCL, has been appointed as Nominee Director, IOCL on the Board of CPCL in place of Ms.Sukla Mistry effective

03.05.2024.

Opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year.

Your Company being a Government Company, the power to appoint Directors (including Independent Directors) vests with Government of India. The Directors are appointed by following a process as per laid down guidelines. In the opinion of the Board, the Independent Directors have requisite expertise and experience.

INDEPENDENT DIRECTORS

The Company received the Certificate of Independence from the Independent Directors confirming that they meet the criteria prescribed for Independent Directors under the provisions of the Companies Act, 2013, and SEBI (LODR). The Independent Directors were advised to register with the Database maintained by the Institute of Corporate Affairs (IICA) under the Ministry of Corporate Affairs. The Company being a Government Company, the power to appoint Directors (including Independent Directors) vests with the Government of India. A separate meeting of Independent Directors was held during the year as per the provisions of the Companies Act and SEBI LODR.

BOARD MEETINGS

During the year, six meetings of the Board of Directors were held. The details of the meetings attended by each Director are provided in the Corporate Governance Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant or material orders were passed by the regulators or courts or tribunals that impact the going concern status and the Company's operations in future.

PERFORMANCE EVALUATION OF BOARD

The provisions of Section 134(3)(p) of the Companies Act, 2013, require a listed entity to include a statement indicating the manner of formal evaluation of performance of the Board, its Committees and of individual Directors. However, the said provisions are exempt for Government Companies as the performance evaluation of the Directors is carried out by the administrative ministry, i.e., Ministry of Petroleum and Natural Gas (MoP&NG), as per laid-down evaluation methodology.

DETAILS OF GUARANTEES /LOANS / INVESTMENTS MADE BY THE COMPANY

Your Company has not provided Loans, Guarantees/Securities in connection with loan to any other person, body corporate during the year.

ANNUAL RETURN

As required under the provisions of the Companies Act, 2013, the Annual Return is being hosted on the Company's website and can be accessed from the link: https://cpcl.co.in/investors/ financials/statutory-disclosure/

COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company complies with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(5) the Companies Act, 2013 with respect to Directors' Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards have been followed and that there are no material departures from the same;

ii) 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 the year under review;

iii) 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;

iv) Directors have prepared the annual accounts for the financial year ended 31^st March, 2024, on a going concern basis;

v) Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.

vi) Directors have devised proper systems to ensure compliance with the provisions ofall applicable laws and such systems are adequate and operating effectively.

RIGHT TO INFORMATION

Your Company complies with The Right to Information Act, 2005. In accordance with the provisions of the RTI Act, necessary disclosures have been made on the website of the Company under the link https://www.cpcl.co.in/connect/ citizen-charter/right-to-information/

During the year, a total of 121 requests were received and were disposed off.

OFFICIAL LANGUAGE POLICY

Your Company complies with the directives issued by the Official Language Department, Ministry of Home Affairs, Government of India from time to time to increase the progressive use of Hindi.

The Official Language Implementation Committee meeting of your Company was conducted every quarter under the Chairmanship of the Managing Director to review the implementation of Official Language Policy in the Company.

During the year, Hindi classes were conducted in the refinery and Hindi Workshops on the Official Language Policy of the Government of India and its implementation in the Company were conducted for the benefit of employees.

In compliance with the Official Language Policy of the Government of India. Hindi Fortnight was celebrated in your company from 19.09.2023 to 28.09.2023. On this occasion, Hindi Handwriting, Hindi Drama, Hindi Quiz, Hindi Debate, Hindi Reading, Hindi Antyakshari, Hindi Singing and Hindi Essay competitions for employees, employees spouse and their Children were Conducted. Our Managing Director distributed prizes to the winners of the competition.

Your Company participated in an Inter-PSU Hindi Drama Competition organized by Town Official Language Implementation Committee, PSU, Chennai at the Airport Authority of India on February 9, 2024. CPCL employees and their family members captivated the audience with their poignant message on environment conservation. The team, which won award for Best Costume and consolation prize, was appreciated for their extraordinary performance.

Material Changes affecting the Company

There have been no material changes and commitments affecting the financial position of the Company between the end of the Financial year and date of this report. There has been no change in the nature of the business of the Company.

Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the Financial Year

No applications were made during the year and no proceedings are pending against the Company under the Insolvency and Bankruptcy Code 2016 (31 of 2016).

Details of the difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking a loan from the banks or financial institutions along with the reasons thereof.

There were no instances of one-time settlements during the year 2023-24.

ACKNOWLEDGEMENT

Your Board of Directors sincerely appreciate the co-operation and support of all the employees for the stellar performance of the company during the year 2023-24.

Your Board of Directors extend their profound thanks to the Government of India, particularly the Ministry of Petroleum & Natural Gas, other Ministries, the Government of Tamil Nadu, Indian Oil Corporation Ltd., Naftiran Intertrade Company Ltd., Petroleum Planning and Analysis Cell, Oil Industry Development Board, Oil Industry Safety Directorate, Centre for High Technology and Other Regulatory & Statutory Authorities.

Your Directors express their gratitude to all the stakeholders for their support and confidence reposed by them on the Company.

Your Directors also place on record their appreciation of the valuable contributions made by Mr.S.Krishnan, Mr. K Surendran and Ms. Sukla Mistry during their tenure on the Board.