The Board of Directors of your Company are pleased to share the highlights of developments and progress of your Company since its last report along with audited financial statements, Auditors' Report thereon and comments on the financial statements by the Comptroller and Auditor General (C&AG) of India.

STATE OF COMPANY'S AFFAIRS

Your Board is reporting the affairs of the Company for the FY 2023-24 as under:

Financial Performance

The standalone / consolidated financial highlights for the year ended 31/03/2024 are summarized below:

(' In Crore)

Your Company achieved a turnover of ' 1,05,190 Crore during the financial year 2023-24 as against ' 1,24,686 Crore during the financial year 2022-23. The Company earned profit of ' 3,596 Crore (profit after tax) during the financial year 2023-24 against profit of ' 2,638 Crore during the Financial Year 2022-23. The Gross Refining Margin (GRM) for financial year 2023-24 was US $ 10.36 bbl as against US $ 9.88 bbl during the financial year 2022-23.

Impacts of Russia-Ukraine War on Financial performance

The Company has assessed the possible effect from Russia-Ukraine War and ascertained that, there is no impact on the carrying amounts of Property, Plant and Equipment, Inventories, Receivables and Other Current Assets.

CREDIT RATING

ICRA Limited has reaffirmed the long-term rating of “[ICRA] AAA” (pronounced as ICRA “Triple A rating with stable outlook”) and the short-term rating of “[ICRA] A1” (pronounced as ICRA “A one plus”) on the '26,488 Crore bank facilities and also reaffirmed rating of “[ICRA] AAA” (pronounced as ICRA “Triple A rating with stable outlook”) for the '2,060 Crore Non-Convertible Debenture (NCD) Program of Mangalore Refinery and Petrochemicals Limited. ICRA Limited has also reaffirmed the rating of “[ICRA] AAA” (pronounced as ICRA “Triple A rating with stable outlook”) on the Issuer Rating.

CRISIL Ratings Limited has reaffirmed “CRISIL AAA/Stable” (pronounced as “CRISIL triple A rating with stable outlook”) for the '2,060 Crore Non-Convertible Debenture, its Corporate Credit Rating “CRISIL AAA/Stable” (pronounced as “CRISIL triple A rating with stable outlook”), “CRISIL A1 ”(pronounced as CRISIL A one plus rating) for short-term bank loan facility of '1,000 Crore and “CRISIL A1 ” (pronounced as “CRISIL A one plus rating”) for the ' 5,000 Crore Commercial Paper (CP) / Short Term Debt (STD) programme on Mangalore Refinery and Petrochemicals Limited.

CARE Ratings Limited has reaffirmed “CARE AAA/Stable” (pronounced as “Triple A rating with stable outlook”) for the '5,000 Crore Non-Convertible Debenture and the short-term rating of “CARE A1 ” (pronounced as “A one plus”) for the '5,000 Crore Commercial Paper (CP) / Short Term Debt (STD) program of Mangalore Refinery and Petrochemicals Limited.

India Ratings and Research Private Limited has reaffirmed Long-Term Issuer Rating at “IND AAA” (pronounced as triple A with stable outlook), “IND AAA/Stable” (pronounced as “triple A rating with stable outlook”) for the '5,000 Crore Non-Convertible Debenture program and foreign currency loan ratings of “IND AAA /Stable” (pronounced as “triple A rating with stable outlook”) for US$305.8 Million programme of Mangalore Refinery and Petrochemicals Limited.

OPERATIONAL PERFORMANCE FOR FY 2023-24 Some of the major Highlights for the year 2023-24 are as under:

0 Mandatory M & I Shutdown of Phase III Refinery units and Hydrocracker Unit 1 completed and all the units are safely re-started.

0 Refinery achieved throughput of 4.416 MMT (Million Metric Tons) during Q1 of FY 2023-24, which was highest ever first quarter throughput for any year. (Previous best was 4.325 MMT during Q1 of FY 2022-23)

0 Refinery achieved throughput of 4.512 MMT (Million Metric Tons) during Q4 of FY 2023-24, which was highest ever quarterly throughput during any year (Previous best was 4.42 MMT during Q4 of FY 2015-16)

0 Parallel unloading of crude from two Jetties was carried out using available infrastructures during monsoon for maximizing throughput.

0 Company has imported 20 TMT (Thousand Metric Tons) of opportunity HSFO for the first time as intermediate feed stock to increase the utilization of secondary processing units.

0 Long term contract was signed with M/S BPCL for supply of RLNG for using as feed and fuel to refinery and Aromatic Complex.

0 During summer of current financial year, refinery sustained un-interrupted operation, without river water using desalination/ treated municipal waste water.

0 For ensuring safety, integrity and availability of the units, Aromatic complex was operated on Para-xylene mode for a period of around 17 days.

New Crude processed

0 New Crude Namely Siberian Light Crude (Russia), KG D6 Crude (Ruby FPSO, India) & KG DWN 98/2 Crude (India) were processed for the first time.

Production, Sales and Dispatches

0 First parcel of Mineral Turpentine Oil (MTO) was delivered to the customer during the month of March, 2024.

0 Ever Highest PP production recorded in the month of March, 2024 i.e. 43,729 MT, (Previous best was 43,267 MT in October, 2021).

0 Ever Highest MS-BS VI production of 195 TMT (Thousand Metric Tons) was recorded in the month of August, 2023 (Previous best was 174 TMT in June, 2023).

0 Ever Highest BS-VI MS dispatch of 215 TMT (Thousand Metric Tons) was recorded in the month of November, 2023 (Previous best was 188.27 TMT, in July, 2023).

0 Ever Highest Reformate production of 104.23 TMT (Thousand Metric Tons) was recorded from Aromatic complex, in the month of January, 2024 (Previous best was 104.10 in December, 2023).

0 Ever Highest Reformate Dispatch of 130.432 TMT (Thousand Metric Tons) was recorded from Aromatic Complex, in the month of February, 2024 (Previous Highest was 102.20 TMT in the Month of July, 2023).

0 Ever Highest ATF production of 222.70 TMT (Thousand Metric Tons) was recorded in the Month of January, 2024 (Previous Best was 209 TMT in October, 2022).

0 Ever Highest ATF dispatch of 227.515 TMT (Thousand Metric Tons) was recorded in the month of February, 2024. (Previous highest was 222 TMT in March, 2023).

0 Ever Highest ATF production of 2.09 MMT (Million Metric Tons) on Year-on-Year basis was recorded during the year (Previous best was 1.92 MMT in FY 2022-23).

0 Ever Highest loading of Coke through Rakes during any month (21 no's), during the month of December, 2023.

0 Dispatched 500^th Rake of Pet coke from its railway siding on 21^st October, 2023.

MARKETING AND BUSINESS DEVELOPMENT

0 Your company continues to maintain major share of the direct sales segment of petroleum products market in Karnataka and adjoining States. Your Company maintained leadership position in its marketing zone for all direct sales products such as Bitumen, Diesel, Sulphur, Petcoke, ATF (thru' JV), Polypropylene, Xylol (Xylenes), Benzene etc. The total direct sales volume of all products in the domestic market during FY 202324 has been 2.6 MMT with a sales value of '15,408 Crores as against 2.3 MMT with a sales value of '13,428 Crores in FY 2022-23.

0 The Company has successfully commissioned 100^th retail outlet during FY 2023-24.

0 As of 31^st March, 2024, your company has significantly expanded its retail operations in the states of Karnataka and Kerala, bringing the total number of operational retail outlets to 101. In alignment with the geographical expansion strategy, your company has, for the first time released advertisements, for award of MRPL HiQ Retail Outlet Dealership in the state of Tamil Nadu along with the states of Karnataka and Kerala.

In fiscal year 2024-25, your company plans to extend its retail marketing footprint to the states of Andhra Pradesh and Telangana with release of advertisements for the award of dealership in these states during FY 2024-25.

0 Your company recorded Polypropylene sale of 384 TMT during FY 2023-24 against production of 389 TMT. MRPL has been continuously expanding its polymer footprints in the country through small volume MSME customers to uplift from Depots / CS locations by establishing MRPL Depots in core demand areas. MRPL also introduced 65 MFI nucleated grade as a commercial grade for thin walled Injection Molding application.

0 Your Company's joint venture Shell MRPL Aviation Fuel and Services Limited has steadily acquired business for sale of Aviation Turbine Fuel (ATF) at Indian airports in South India. The company achieved a turnover of ' 2,087.4 Crores during FY 2023-24 as against turnover of ' 1,619.56 Crores in the previous FY 2022-23.

RECOGNITIONS

1. MRPL received the award for “Best Innovation in Refinery for 2022-23” by MoPNG from Honourable Minister MoPNG during the Energy Technology Meet held in Mumbai.

2. MRPL becomes India's first refinery to achieve AS9100: D certification for aerospace standards in aviation turbine fuel production.

3. GeM (Government E Market place) has selected MRPL as the winner in the 'GeM Star Buyers' category in the Kreta- Vikreta Gaurav Samman Samaroh.

4. The company has been recognized as the “Global Water Management and Conservation Company of the Year 2023” by the Global Energy and Environment Foundation.

5. Dun & Bradstreet conferred MRPL the award for being the Best Miniratna in the Manufacturing, Processing and Generation category.

6. The company has been conferred with a Platinum award, Grow Care India Sustainability Award 2023 & Occupational Health & Safety Award 2023.

7. The company has been awarded in 12 categories during the annual conference of the Public Relations Council of India held in New Delhi.

8. The company has bagged 3 awards incorporated by the Public Relations Society of India during its National Conference held in New Delhi in the categories of Social Media for PR & Branding, Best CSR Project for Child care & Best Skill Development Program.

9. The company has won the first prize for outstanding contribution to the implementation of the Official Language policy of GoI & Promotion of Hindi in official work for the year 2022-23.

10. The company has received prestigious EEF Global Water Management Company of the year award 2023 from Shri Kaushal Kishore, Minister for Housing and Urban Affairs of India on 25^th August, 2023, at New Delhi.

11. The company has awarded the prestigious Greentech EHS Award 2023 for its commitment to sustainability and environmental stewardship. The Greentech Award is given to businesses that demonstrate a commitment to reducing their environmental impact and promoting sustainability.

12. WIPS-MRPL clinched Second Place among Mini Ratna CPSEs for their outstanding efforts in empowering women within the organization.

PROCUREMENT OF GOODS AND SERVICES FROM MSMEs

In line with Public Procurement Policy, 2012 issued by Ministry of Micro, Small and Medium Enterprises, your Company has achieved 34.20%, i.e., ' 903.12 Crores procurement of Goods and Services from Micro, Small and Medium Enterprises for the year 2023-24 against the target of 25%.

In line with the Govt. guidelines, your Company has enhanced the procurement value through GeM portal during the year 2023-24 and achieved the procurement of '1,179.62 Crores which is 44.67% of the Total Procurement value of non-feed stock material during the year.

PROJECTS CCR-1 Revamp

CCR-1 converts heavy naphtha feedstock into high octane reformate for gasoline blending and produces hydrogen for hydro-treating / hydrocracking. Revamp of Regenerator section of CCR-1 was carried out to increase Regenerator Coke burn capacity thereby resulting in overall capacity increase from 75m3/hr to 80m3/hr. The project is completed and commissioned in May, 2023.

PFCC LPG Propylene Amine Scrubber

While processing feed with high Sulphur content in Petrochemical Fluidized Catalytic Cracking (PFCC), higher Hydrogen Sulfide (H2S) is expected in LPG and Propylene stream. Current system to meet H2S in LPG and Propylene product is caustic wash. Amine Scrubber System reduces dependency on caustic wash to a large extent. The system removes H2S in the LPG and Propylene streams and minimizes the spent caustic generation in existing Caustic Treatment System. The project is completed and the plant has been commissioned in February, 2024.

Scaling up of Desalination Plant from 30 MLD to 40 MLD

MRPL has set up 30 MLD capacity Desalination plant on the shore of Arabian Sea at Thannirbavi in the New Mangalore Port Authority land to ensure continuous operation of Refinery during summer / weak monsoons to eliminate the risk of Nethravathi River being the only source of fresh water. Further scaling up of Desalination plant capacity from 30 MLD to 40 MLD was taken up. The project is completed and commissioned in February, 2024.

PFCC Regenerator Stack Wet Scrubber System

The project is conceived to reduce SPM emission in flue gas of PFCC as a pollution control measure. Petrochemical Fluidized Catalytic Cracking (PFCC) unit processes unconverted oil from Hydrocracker units, straight run low sulphur vacuum gas oil and hydro treated heavy Coker gas oil and converts into value added products such as propylene, LPG and gasoline. The regenerator stack wet scrubber system ensures meeting emission norms even under adverse situations. Mechanical Completion of the project is expected in third quarter of FY 2024-25.

Marketing Terminal at Devangonthi

Marketing Terminal at Devangonthi, Bengaluru is being set up to cater to requirements of petroleum products primarily in the state of Karnataka. The terminal would receive finished petroleum products (MS, HSD and ATF) through the existing PMHBL pipeline from MRPL. There will be dosing facility of Ethanol with MS and Bio-diesel with HSD and tank truck loading facility. This terminal will enable the supply of petroleum products to the retail outlets, customers & aviation stations in the region. Construction activities are in final stages and the Terminal is expected to be commissioned in second quarter of FY 2024-25.

New Bitumen Blowing Train as a part of extension of existing Bitumen Blowing Unit

The project envisages setting up of additional Bitumen Blowing train with a capacity of 144 KTPA as a part of extension of existing Bitumen Blowing Unit to cater to the simultaneous demand of VG-30 and VG-40 grades of bitumen to leverage market demand. M/s. Engineers India Limited is the Engineering, Procurement and Construction Management Consultant for the project. Mechanical Completion of the project is expected in first quarter of FY 2024-25.

Power System Upgradation Project

The project envisages enhancement of Grid Connectivity and Refinery System upgradation which includes implementation of Grid connectivity at 220/33kV level to Refinery and Grid connectivity at 110/33kV to Aromatics Complex. Refinery Electrical system upgradation, Steam turbo-generators and cooling water system modifications along with other enabling activities are part of the scope of this project. Mechanical Completion of the project is scheduled in third quarter of FY 2025-26.

Iso Butyl Benzene (IBB) Pilot cum Demo Plant

This is MRPL's R&D project. Iso Butyl Benzene(IBB) is an Active Pharmaceutical Intermediate (API) and a key input for pain killers and is also used in perfume industry. MRPL has collaborated with CSIR-National Chemical Laboratory (CSIR-NCL) for developing IBB process technology. MRPL has also got the patent for this process technology. It is planned to set up a Pilot cum Demo plant of 200 TPA capacity. This product, IBB shall be manufactured with the captive feedstock available within MRPL. Mechanical completion of the project is expected to be in the first quarter of FY 2025-26.

Green Hydrogen

As per India's Green Hydrogen Policy, Green Hydrogen has been defined as Hydrogen produced by way of electrolysis of water using Renewable Energy and the Hydrogen produced from biomass. As part of the National Green Hydrogen Mission, Refineries among others, are identified by the Govt. for Green Hydrogen adoption. Company has initiated setting up 500 TPA Green Hydrogen production unit within the refinery premises. Green Hydrogen produced from the new unit, would be blended with Hydrogen produced presently in the Refinery for captive use.

At present, Hydrogen requirement for Hydro-processing units of the MRPL is met by Hydrogen produced from Steam Methane Reforming (SMR) units. MRPL intends to produce Green Hydrogen on continuous basis with Renewable Energy Power using water electrolysis method and the Green Hydrogen produced would be blended with Hydrogen produced presently in the Refinery for captive use.

Bio ATF

The Bio ATF project has been approved to be setup within the refinery premises. The project envisages a 20 kl/day Demo Bio-ATF Plant to produce Bio-ATF from Used Cooking Oil (UCO)/ Tree Born Oil (TBO) and Palm stearin/ Palm Fatty Acid Distillate (PFAD) for blending with aviation fuel based on technology developed by CSIR- Indian Institute of Petroleum (CSIR-IIP) and Engineers India Limited in MRPL.

Pipelines and Jetty Infrastructure

A project has been approved to lay a new Fuel Oil pipeline to the New Mangalore Port Authority (NMPA) port and also provide Jetty infrastructure to interconnect the Jetty 13 with Jetty 10 & 11 in NMPA along with modifications to the pipelines from our Aromatic complex.

DEVELOPMENT OF INFORMATION TECHNOLOGY, SOFTWARE, HARDWARE ETC.

The significance of technology in business continues to expand, with information technology (IT) playing a pivotal role. Efficient business planning, real-time monitoring, customer support and sustainable growth now heavily rely on IT. With the view to support organizational demands and for effectively utilizing Information technology, MRPL has been undertaking several digital transformation initiatives.

Migration of SAP system to S/4 HANA:

MRPL has migrated its SAP system to the latest version of S/4 HANA. S/4 HANA is a future-ready Enterprise Resource Planning (ERP) software with built-in analytics for real time insights and faster decision making. It can be easily integrated with latest technologies like AI, Machine learning etc. This upgrade will provide real-time data processing, enabling the organisation to make faster and more informed decisions. The new system also comes with advanced analytical features, which will help MRPL to identify trends, improve business processes and make data-driven decisions.

Cyber Security:

Maintaining robust IT security has become imperative due to escalating cyber threats. MRPL has implemented

various measures to safeguard its IT infrastructure, including establishing an Information Security Management System (ISMS) and obtaining ISO 27001 certification. Regular cyber-security exercises and awareness trainings are conducted to continuously improve and update the company's security posture. Additionally, MRPL has established a 24/7 Security Operations Center to monitor security events in real-time.

SECRETARIAL STANDARDS

The Secretarial Auditor has certified that your Company has complied with the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to 'Meetings of the Board of Directors' and 'General Meetings', respectively, during the financial year 2023-24.

HEALTH, SAFETY & ENVIRONMENT PERFORMANCE Occupational Health

1. Health

• MRPL recognizes that a healthy workforce is critical to our success, and our healthcare facilities aim to provide a conductive and safe environment for our employees and their families. MRPL has established three Occupational Health Centers and a Hospital within the premises to provide quality healthcare services to our stakeholders.

MRPL Hospital is equipped with 24X7 ambulance services, emergency medical aids, essential medicines and antidotes, qualified paramedics, and Specialist/Super Specialist consultation services on a weekly, fortnightly and monthly basis. The Hospital has a team of experienced medical professionals, including physicians and specialists, who provide prompt and reliable medical care to our stakeholders in case of emergencies.

• To promote health awareness, our company conducted several programs in 2023-24. First Aid and Basic Life Support training programs were organized for employees and medical staff to equip them with the skills necessary to respond to emergencies. Additionally, MRPL organized “World Health Day” on which various health related competitions like Health quiz, First Aid Demo Competition, Health talk, Walkathon for employees, their family members and for contract workmen and free Cancer screening camp for Women Employees.

• Conducted awareness programs on “Prevention of renal Stone and kidney Failure”, Do's and don'ts on snake bite, awareness session and enacted skit regarding prevention of osteoarthritis of knee, COPD awareness session, Prevention of Honey Bee Bite and snake bite. Panel discussion on Women health for employees, medical staffs and secondary workforce to raise awareness about these critical health issues. Our aim is to prioritize the well-being of our stakeholders and foster a culture of health and safety within the organization. We believe that investing in the health and safety of employees and their families is essential for achieving business goals and creating long-term value for stakeholder.

• Various medical camps that were organized for the wellbeing of stakeholder in the FY 2023-24 are as below:

1. Sight Saver camps - 300 beneficiaries

2. Blood Donation camp - 115 beneficiaries

3. TB symptoms Screening at township - 1445 people

4. Cancer screening camp for women employees.

2. Safety

• There were no major fire incidents at Refinery and Aromatics Complex during FY 2023-24.

• MRPL successfully handled massive shutdown of entire Phase-III Refinery and Aromatics involving huge

manpower without any incidents.

• Technological advancement, such as the use of drone, artificial intelligence in safety observations, Mast Climbing Working Platform (MCWP) for safe painting of stacks were introduced during the shutdown.

• Onsite mock drill was conducted at MRPL in the presence of District Disaster Management Authorities.

• External Safety Audits (for FY 2023-24) was carried out by M/s OISD & M/s Consultivo at Refinery complex, and by M/s QSS at Aromatic complex.

3. Environment Management

• Consent for Establishment (CFE) for Modernizations Project, which incorporates pollution abatement projects was received from KSPCB.

• World Environment Day (WED) 2023 was celebrated on the eve of 14/06/2023 advocating the necessity of Mission LIFE.

• Environmental Clearance (EC) exemption was received for Bio-ATF Project from MOEF&CC on 21/07/2023.

• Desalination plant was scaled-up from 30 MLD to 40 MLD to ensure reduction of the consumption of fresh water from Netravati River and continuous operation of Refinery during summer/weak monsoons.

• Extended Producer Responsibility (EPR) obligations for plastic waste management have been met.

• An in-house developed and patented a photo catalytic technology for mitigating the smell issue, a commercial scale plant has been successfully installed in the Refinery premises. The technology development, design and installation of commercial plant (De-odorizing unit) has been carried out in-house by MRPL innovation centre.

• A robust waste management system, which includes recycling, reusing, and responsible disposal of hazardous waste is in place. Hazardous waste is co-processed through cement industries where it is used as alternate source of energy. Spent catalyst is recycled through SPCB authorized recyclers and precious metals are recovered.

• Your Company has achieved zero disposal of Non-Recyclable/ Non-Reusable Hazardous waste through Treatment, Storage and Disposal Facility (TSDF).

• Online waste management system for effective waste management has been implemented.

• Tertiary Treated Municipal Sewage water from Mangalore city was utilized in MRPL.

• Desalinated water has been maximized to reduce dependency on fresh water intakes.

4. Sustainability Initiatives

With climate change becoming an increasingly pressing issue, businesses have a critical role to play in

promoting sustainable development. As a responsible and forward-thinking company, MRPL has recognized

this responsibility and have made sustainability a key priority in our operations. Some of the key sustainability

initiatives we have undertaken in the past year :

• Renewable Energy: Company has continued to produce renewable energy sources like solar power to reduce our carbon footprint. In addition, we have implemented energy-efficient technologies and practices to reduce our energy consumption. During FY 2023-24, total solar energy generated by MRPL is 7890 MWh and total solar energy consumed by the company is 16,241 MWh (including the solar energy imported).

• Energy efficiency: Company has taken up different energy efficiency improvement measures and has achieved a total fuel savings of 35,387 SRFT.

Ý Water conservation: Company has implemented many water-saving measures like investing in water treatment and recycling technologies to reduce fresh water footprint. Effluent recycle and re-use in the refinery has been maximized. 38,82,528 M3 of desalinated water from plant was utilized in the refinery complex. In addition to the desalination plant, MRPL is utilizing Mangalore city treated sewage water to reduce our fresh river water consumption. In FY 2023-24, total Mangalore city treated sewage water utilized in the refinery is 60,12,092 M3.

• Afforestation initiatives: MRPL has taken several greenbelt development and compensatory afforestation initiatives to increase its green cover. MRPL has developed 50 acres of Greenbelt in Pilikula Biodiversity Park with approximately 4000 numbers of different western ghat plant species. MRPL has developed green belt in 25 acres at Bengre near Thannirbhavi sea shore in co-ordination with Karnataka Forest Department.

• About 36MT of Vermi-compost was harvested from the 3 Vermicompost facilities and utilized during FY 2023-24.

• Through plantation initiatives, MRPL planted 6,500 saplings of wide varieties covering endangered, native and fruit bearing trees in the refinery area during FY 2023-24.

• MRPL has actively engaged with local communities to promote sustainability awareness and educate them on the importance of responsible environmental practices. We have also supported environmental initiatives and programs to promote sustainable development. Some of these activities include providing drinking water facilities, solar street lights and infrastructure to schools in nearby villages. We have conducted various community awareness programs in nearby villages to raise awareness on environmental issues, mainly related to domestic waste management, plastic waste and the importance of tree plantation among the local community and school children. Additionally, we have undertaken social welfare projects, such as the "Apath-bandhu" program to create awareness on emergency and first aid care and the "Nishabda" program to raise awareness about hearing loss.

CORPORATE SOCIAL RESPONSIBILITY AND SUSTAINABILITY DEVELOPMENT Corporate Social Responsibility:

MRPL is committed to operate its business in an economically, socially and environmentally responsible manner, while recognizing the interests of all its stakeholders and bringing them maximum value. Consequentially, MRPL's social welfare and community development initiatives revolve around the key areas of education, health care & sanitation and overall development of basic infrastructure in and around its operational area, which is Dakshina Kannada district, and it is also extended to other districts of the State as well. The CSR projects are aligned with Schedule VII of the Companies Act, 2013.

The company has Corporate Social Responsibility and Sustainable Development Policy that guides its CSR initiatives. The policy has been amended from time to time and the noteworthy changes are inclusion of Swachh Bharat initiatives in allocation of funds for the CSR projects, annual report format etc. The implementation methodology for CSR initiatives was also revised and delegation of power for approving the CSR projects. The CSR & SD Committee continues to evaluate the existing CSR strategy and bring about necessary changes in its implementation methods.

Major CSR Initiatives:

0 Development of Public Park at Karkala.

0 Construction of Community Hall at Huvina Hadagali, Vijayanagara Dist.

0 Construction of Indoor Stadium at Gonikoppal High School Ground, Kodagu Dist.

0 Providing Napkin Burning Machine (Incinerator) at Govt. High Schools in Dakshina Kannada.

0 Providing Drinking Water facility at Govt Schools in Dakshina Kannada.

0 Millets distribution for HIV inmates and Senior Citizens in Dakshina Kannada.

0 Providing water purifier and seating arrangement to passengers in KSRTC Bus Station, Mangaluru.

0 Artificial Limb camp to the beneficiaries.

The CSR budget of MRPL for FY 2023-24 was ' 35.36 Crore and the entire amount has been committed to various CSR initiatives in FY 2023-24. MRPL has identified education, healthcare, infrastructure and environment as focus areas for its CSR engagement for supporting the community. The result of these initiatives is not only a positive change in the community but also an image of the Company as a responsible business entity.

Mangalore Refinery & Petrochemicals Limited (MRPL) has been undertaking Corporate Social Responsibility (CSR) activities under the name of “Samrakshan”. This captures the spirit and commitment of MRPL's CSR initiative, which is to “protect, preserve and promote the social, cultural and environmental heritage and wealth in and around the area of our business and to usher in sustainable development”. MRPL is promoting sustainable and equitable development through a well-orchestrated CSR program.

MRPL takes up the CSR programmes under five focus areas, namely:

1. Shiksha Samrakshan

2. Arogya Samrakshan

3. Bahujan Samrakshan

4. Prakrithi Samrakshan

5. Sanskrithi Samrakshan

The CSR & SD Policy may be accessed on the Company's website at https://admin.mrpl.co.in/img/UploadedFiles/CSR/Files/English/20867d5f4dbc41eabe39bcb065b87a4f.pdf. The Annual report on CSR activities for FY 2023-24 is annexed herewith as “Annexure-A”.

ANNUAL REPORT OF CONSOLIDATED FINANCIAL STATEMENT

The Audited Consolidated financial statements for the year ended 31^st March, 2024 of the Company form part of the Annual Report in accordance with Section 129 of the Companies Act, 2013 and Ind AS 110 on “Consolidated Financial Statements” read with Ind AS 28 on “Investments in Associates and Joint Ventures”. In accordance with section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company are available on the Company's website. These documents will also be available for inspection during business hours at the registered office of the Company at Mangalore.

INDIAN ACCOUNTING STANDARDS (IND AS) - IFRS CONVERGED STANDARDS

The Ministry of Corporate Affairs (MCA) on February 16, 2015, notified that Indian Accounting Standards (Ind AS) are applicable to certain classes of companies from April 1, 2016 with a transition date of April 1, 2015. Ind AS has replaced the previous Indian GAAP prescribed under Section 133 of the Companies Act, 2013 (“the Act”) read with Rule 7 of the Companies (Accounts) Rules, 2014.

TRANSFER TO RESERVES

The Board of Directors have decided to retain the entire amount of profit for Financial Year 2023-24 in the Statement of Profit & Loss as at March 31, 2024, hence no amount has been transferred to General Reserve during FY 2023-24.

DIVIDEND

The Board has recommended final dividend of ' 2/- per equity share of ' 10/- each fully paid-up i.e. @20% for the FY 2023-24 in addition to the Interim Dividend of ' 1/- per equity share of ' 10/- each fully paid-up i.e., 10%. With this, the total dividend for FY 2023-24 is ' 3/- per share i.e., 30%. The Final Dividend will be paid within 30 days of approval by the shareholders in the ensuing Annual General Meeting (AGM). The Dividend Distribution Policy, in

terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), is available on the Company's website: https://mrpl.co.in/sites/default/files/Statutory%20Disclosures/Dividend%20Distribution%20Policy_1482132372.pdf

DEPOSITS

Your Company has not accepted / remained unpaid or unclaimed / default in payment of any deposits and also there is no non-compliance w.r.t any deposits during the Financial Year pursuant to Section 73 and Chapter V of the Companies Act, 2013 and Rules there under.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

There have been no loans / guarantees given or securities provided during FY 2023-24 under the provisions of Section 185 / 186 of the Companies Act, 2013. The details of investments covered under the provisions of Section 186 of the Act are given in notes to financial statements provided in this Annual Report.

SHARE CAPITAL

The Company has not issued any shares during FY 2023-24. The Issued, Subscribed and Paid up Equity Share Capital of your Company as on 31/03/2024 was about ' 1,753 Crore. The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise and also sweat equity shares to employees of the Company under any scheme during the FY 2023-24.

DISCLOSURE OF ACCOUNTING TREATMENT

In the preparation of Annual Financial Statements for the year ended March 31, 2024, the applicable Ind AS have been followed. So, there is no treatment different from that prescribed in Indian Accounting Standards.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OF COMPANIES ACT, 2013 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

There have been no instances of fraud to be reported in terms of Section 143(12) of the Companies Act, 2013.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT

No material changes or commitments have occurred after close of the year till date of review of financials by Audit Committee and subsequent approval of same by Board of Directors of the Company which affect the financial position of the Company.

HUMAN RESOURCES Compensation & Welfare Benefits:

Your company strives to be a model employer and corporate citizen. The pay and benefits of Management employees of the Company are guided by relevant DPE guidelines. For non-management, a long term settlement is arrived through collective bargaining with recognized Unions, and compensation packages are worked out accordingly.

The Company provides comprehensive welfare facilities to its employees to take care of their health, efficiency, economic betterment etc. and to enable them to give their best at the workplace. These welfare benefits of the company are being revised from time to time in line with the industry practice so as to enable employees to get enhanced benefits.

Employee Relations:

Your Company holds its employees in the highest esteem and accordingly follows the best in class HR practices, reviews them periodically and strives to further improve upon that. As a result, the employee relations continue to be cordial and harmonious. As in the past years, this year too, MRPL is happy to report that not a single man-hour was

lost on account of any industrial disturbance during the financial year 2023-24.

MRPL believes in maintaining healthy, harmonious and productive Industrial Relations. Standing Orders (NonManagement Employees) and CDA Rules (applicable for Management employees) define the model behavioural requirement of the relevant employee groups and recourse in case of deviations.

The Company adheres to all relevant statutory requirements and abides by guidelines / requirements of the relevant local authorities wherever it is working. The Company works towards ensuring safe working conditions and ensures that wages and welfare facilities to contract labour employed with contractors of MRPL are in accordance with the statutory provisions.

Recruitment:

During the financial year 2023-24, Company has recruited 80 employees comprising of 11 Scheduled Caste (SC) employees and 7 Scheduled Tribe (ST) employees and 12 women employees.

Employee Grievance Redressal:

In MRPL, a structured Grievance Redressal Mechanism is in place to address employee grievances. The mechanism allows employees to escalate their grievances to the committee and the committee make all its efforts for timely and justifiable redressal of issues & concerns. Further, Collectives and Officers associations are engaged at every stage to discuss and negotiate policy issues and address concerns.

Diversity and Inclusion :

MRPL believes in diverse & inclusive work environment for all regardless of who they are or what they do for the business, feel equally involved in and supported in all areas of the workplace.

At MRPL, Diversity and Inclusion (D&I) go beyond policies, programmes or headcounts. The Company has zero tolerance for discrimination of any kind. It believes that Diversity and Inclusion at the workplace contribute immensely towards reinforcing employee trust and commitment and creating an agile workforce. The Company policies effectively encourage growth for the women employees.

MRPL offers requisite facilities and infrastructure to enable Persons with Disabilities (PwD) to continually create impact in the organisation.

Reporting on SC / ST / PWD :

Presidential Directives and other Guidelines issued by Department of Public Enterprises, Ministry of Petroleum & Natural Gas, Ministry of Social Justice and Empowerment from time to time with regard to reservation in services for Scheduled Castes, Scheduled Tribes, other backward castes and persons with disabilities have been complied with. An adequate monitoring mechanism has been put in place for sustained and effective compliance. Liaison officers are appointed to ensure implementation of the Government Directives. Reservation Rosters are maintained as per the directives and are regularly inspected by the Liaison Officer of the Company as well as the officials from

MoP&NG to ensure proper compliance of the Directives. MRPL also complies with provisions under “The Persons with Disabilities (Equal Opportunities, Protection of Rights and Full Participation) Act, 1995 relating to providing employment opportunities for Persons with Disabilities (PWDs). As on 31/03/2024, there are 46 permanent employees with disabilities on the role of MRPL.

Training & Development:

During the Year 2023-24, the Company devoted 6630 Man-days for training, development and learning, which amounts to 3.60 average Man-days per employee for Management staff and 1.74 Man-days per employee for NonManagement staff.

In accordance with para-29 of the Presidential Directive, statistics relating to representation of SCs / STs in the prescribed performa, SC/ST/OBC Report - I and SC/ST/OBC Report -II are attached as 'Annexure - B' to the report.

WOMEN EMPOWERMENT

Prevention of Sexual Harassment at Workplace (POSH) Framework:

The provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, have been implemented across the Company with clear objective of providing protection to women against sexual harassment at the workplace and for the prevention and redressal of complaints of sexual harassment. Internal Committee (IC) has been set up in the Company headed by senior-level women employee to deal with sexual harassment complaints, if any.

MRPL conducts regular workshops especially for women employees to bring awareness about their rights and facilities at workplace and emphasising the provisions of the Act. Gender sensitisation programmes for the male employees are also conducted regularly. Newly recruited employees in the Company are made aware of the provisions of the Act and the measures adopted by the Company to prevent such incidents. There have been no cases reported to the internal committee for the FY 2023-24. Annual Return pertaining to Sexual Harassment of Women at workplace is attached at 'Annexure -C'.

OFFICIAL LANGUAGE

MRPL is implementing the Official Language Policy in letter and spirit as per the Annual Programme prescribed by the Department of Official Language under the Ministry of Home Affairs, Govt. of India. To propagate and promote Hindi Language among the employees, Hindi Workshops, Hindi Hasya Kavi Sammelan, Hindi Fortnight, Vishwa Hindi Diwas and National Level Hindi Seminars were organized on a regular basis. Further,to promote the usage of the Hindi Language in the Company, an in-house Hindi Journal “MRPL PRATIBIMB” is published annually. MRPL conducted an All-India Level Hindi Essay Competition for all Oil PSUs with a significant number of participants. Hindi Language Trainings were conducted regularly for employees to qualify in Prabodh, Praveen & Pragya Examinations. MRPL co-sponsored the National Level Hindi conference held by MoPNG, Govt. of India at Ooty for the employees of Oil PSUs. To connect with employees, MRPL organised Yakshagana, a local folk art in Hindi Language. MRPL Mumbai and Bengaluru offices were inspected by the Committee of Parliament on Official Language and the Committee expressed their contentment and appreciated the way in which the Official Language is being implemented in MRPL. MRPL participated in Town Official Language Implementation Committee (TOLIC) level Hindi competitions and won 10 prizes and stood First at the TOLIC level competitions. In recognition, your

Company has been awarded the First prize for outstanding performance in the field of Official Language implementation by TOLIC, Mangaluru.

RIGHT TO INFORMATION ACT, 2005

Your company has put in place an elaborate mechanism to deal with matters related to the Right to Information Act, 2005. The company has designated one Nodal Officer based at Registered Office at Mangalore and one First Appellate Authority (FAA), one Central Public Information Officers (CPIO) and Two Assistant Public Information Officers (APIOs). RTI manual is hosted on the website of the Company as per Section 4(2) of the RTI Act. Your company has aligned with the online RTI portal launched by DoPT and all the applications/appeals received through the portal have been disposed of through the portal.

The Quarterly Reports / Annual Reports have been submitted through the online portal of Central Information Commission www.cic.gov.in within the prescribed time limit. The data on RTI applications received and disposed off by your company is available online at www.mrpl.co.in/Content/RTI.

SECURITY MEASURES

Security of complex is in accordance with Oil Sector Infrastructure Protection Plan (OSIPP) and the Security Audit recommendations given by MHA from time to time.

Physical Protection of the Refinery is entrusted to Central Industrial Security Force (CISF). They are fully equipped with adequate gadgets and weapons to handle all kinds of security threats to the Refinery. The Refinery has a state-of-the-art electronic surveillance system with an integrated CCTV cum Electronic Intrusion Detection system which is monitored from a Central Command & Control Centre.

Security is on top of the agenda of your Company and to ensure preparedness, periodic mock drills are conducted. To promote awareness of security issues among all stakeholders, Security Awareness Weeks are organized periodically.

An up-gradation project of all gates of refinery is being undertaken by building Security Plaza to include state-of-the-art technologies in automation of access control system, vehicle checking and Security. The proposed project includes widening of the roads with lanes for each category of vehicles, parking arrangements and providing all weather protection to security personnel to perform their duties. With this project, MRPL will have aesthetic gates fortified with technology to ensure security of the Refinery.

VIGILANCE FUNCTION

Your company has developed a structured mechanism of vigilance functions. Its practices are focused towards creation of value to stakeholders. The practices involve multi-layer checks and balances to improve transparency. Vigilance awareness and preventive vigilance activities were continuously carried out during the year.

Your company has adopted a complaint handling procedure in accordance with CVC regulations, in which all complaints received from various sources are documented and investigated by vigilance. Your company has achieved high compliance level with regard to e-procurement, e-tender and e-payment. Vigilance function focus on regular study of systems and procedures for continuous improvement and enhanced efficiency. Company is always looking forward to implement Technology based Innovation to ensure greater transparency and accountability.

In line with instructions of CVC, your company had conducted Vigilance Awareness programs for spreading awareness on Integrity. Awareness session on Public Procurement, Ethics and Governance, Cyber Hygiene, Role of IO/PO etc. have also been conducted by nominated officers of concerned departments. Total 344 employees have attended these sessions. To popularize the PIDPI resolution i.e. Public Interest Disclosure and Protection of Informer, brochures have been distributed on the do's & don'ts while filing the complaint under PIDPI, and measures to protect the identity of complainants etc. Team vigilance conducted interactive class room sessions on PIDPI Resolution and various topics of Preventive Vigilance at 14 locations across the Refinery & Aromatic complex, Delhi & Bangalore offices, CISF and Shell Aviation offices. Total 534 employees have attended these awareness sessions.

As a part of Vigilance Awareness Week, number of competitions like poster making, slogan writing, online quiz, essay writing etc. were conducted for MRPL employees and dependents, Secondary workforce, CISF employees and their dependents. More than 500 entries were received for these competitions.

Online Vendor Meet and Dealers Meet covering MRPL's Retail outlet dealers was organized as a part of Vigilance Awareness week. More than 300 vendors and almost all operational retail outlet dealers (75 number) participated in the program.

India's National Broadcaster All India Radio (AIR) is still one of the very powerful and credible media to spread the awareness. Radio Jingles in Hindi and Kannada on PIDPI Resolution and its importance was broadcasted daily 4 times, on FM band 103.1 All India Radio Mangalore during Vigilance Awareness Campaign.

Young students are our main focus group to create awareness on Corruption and its bad effect to the society and nation. Awareness sessions were conducted at Jawahar Navodaya Vidyalaya (JNV) of Dakshina Kannada & Udupi District. JNVs, under the Ministry of Human Resource Development, Department of Secondary and Higher Education, Government of India, are set up by Central Govt for the students of rural areas. JNVs are established as residential schools to provide good quality modern education including a strong component of culture inculcation of values, awareness of the environment, adventure activities and physical education to the talented children predominantly from the rural areas. Essay and elocution competition on the theme of Vigilance Awareness Week were conducted by the school. Around 440 students at JNV Dakshina Kannada and an equal number of students at JNV, Udupi have attended the program. All the students and teachers took the Integrity pledge. MRPL in association with Manel Srinivasa Nayak Institute of Management (MSNIM) conducted five competitions i.e. essay, quiz, elocution, street-play and poster making. A total of 4000 students participated in various events covering 31 colleges of Dakshina Kannada and Udupi districts. In association with DPS-MRPL, a walkathon was organized in MRPL Township on 26^th October, 2023, Essay and elocution competitions were organized for students of DPS School covering all 225 students of 8^th, 9^th and 10^th class. Short film on ill-effects of corruption was shown to students of class 3^rd to 10^th covering approx. 800 students.

During Vigilance Awareness Week, banners were displayed at all the prominent locations in the Refinery, Retail outlets, Township, schools and colleges. MRPL offices at Mumbai, Bangalore and Delhi, OMPL & Shell MRPL during the Vigilance awareness week. The marketing installation and retail outlets of MRPL also took part actively in the observance of vigilance awareness week.

During the FY 2023-24, total 4 PIDPI complaints were received and investigation reports submitted in all 4 PIDPI complaints. Further, 17 complaints were received from other sources (Non-PIDPI) out of which 12 complaints were disposed-off. Investigation is in progress for 5 (Non-PIDPI) complaints as on 31/03/2024.

Different vigilance awareness activities were designed to cover all walks of life. Integrity pledge and outreach programs were the prime focus. The social media platform is used effectively in creating awareness among all the stakeholders.

Chief Vigilance Officer (CVO) acts as an advisor to the Head of the Organization in all matters pertaining to Vigilance. More emphasis is being given on Preventive vigilance initiatives and systemic improvement with the effective use of technology.

WHISTLE BLOWER POLICY

The Whistle Blower Policy is formulated to provide a vigil mechanism for Directors and Employees to raise genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. The Policy provides necessary safeguards for protection of Directors and Employees who avail the vigil mechanism from reprisals or victimization, for whistle blowing in good faith and to provide opportunity to Directors and Employees for Direct access to the Chairperson of the Audit Committee in exceptional cases. The

policy is available on the Company's website. During the year, no complaint was received under Whistle Blower Policy.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

Information required to be disclosed pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo are furnished in 'Annexure- D' which forms part of this Report.

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES

MRPL being a Government Company, is exempted from the provisions of Section 197(12) of the Companies Act, 2013 and relevant Rules in view of the Notification dated 05/06/2015 issued by Ministry of Corporate Affairs (MCA).

The Functional Directors of the Company are appointed by the Administrative Ministry i.e., MoP&NG within the framework of DPE guidelines.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 the Annual Return as on 31/03/2024 is available on the Company's website:

https://www.mrpl.co.in/sites/default/files/Share%20Holders/DRAFT_ANNUAL_RETURN_FY_2023-24.pdf RELATED PARTY TRANSACTIONS & PARTICULARS OF CONTRACTS/ARRANGEMENTS WITH RELATED PARTY

All transactions entered with related parties during the FY 2023-24 were on arm's length basis and in ordinary course of business. Further, there were no material related party transactions during the year with the Promoters, Directors or Key Managerial Personnel and no related party transactions were made which could have had a potential conflict with interests of the Company at large. The Company's major related party transactions are generally with its Holding Company, Joint Venture Company and associates. All the contracts/arrangements/transactions entered into with related parties were on arm's length basis, intended to further the Company's interest. The Company has adopted a Related Party policy and procedure, which is available at Company's website.

The particulars of every contract or arrangements entered into by the Company with Related Parties referred in Section 188(1) of the Companies Act, 2013, is attached in the prescribed Form No. AOC - 2 as 'Annexure-E'. MCA vide Notification dated 05/06/2015, has exempted the applicability of proviso 1 and 2 of Section 188(1) of the Companies Act, 2013 for transactions entered into between two Government Companies.

DIRECTORS & KEY MANAGERIAL PERSONNEL

Changes in the Board of Directors and Key Managerial Personnel during the financial year 2023-24 :

MRPL being a Central Public Sector Enterprise (CPSE), Directors on the Board of the Company are appointed by the Administrative Ministry i.e., Ministry of Petroleum and Natural Gas (MoP&NG), Government of India and therefore the provisions of Section 134(3) of the Companies Act, 2013, regarding policy on Directors' appointment and remuneration shall not apply in view of the MCA notification dated 05/06/2015.

• Shri Vivek Chandrakant Tongaonkar has been appointed as Additional Director and Director (Finance) on the Board of MRPL w.e.f. 02/05/2023.

• Shri Rohit Mathur (Govt. Nominee) ceased to be a Director w.e.f 16/05/2023 upon withdrawal of nomination by MoP&NG.

• Shri Dheeraj Kumar Ojha (Govt. Nominee) has been appointed as Additional Director on the Board of MRPL

w.e.f 16/05/2023.

• Shri Vivek Chandrakant Tongaonkar (Additional Director and Director-Finance) has been appointed as Chief Financial Officer (CFO) in place of Shri Yogish Nayak S w.e.f. 24/05/2023.

• Shri M Venkatesh (Managing Director and CEO) has vacated the office of Managing Director w.e.f 01/06/2023 on completion of his tenure of five years as Managing Director.

• Shri Sanjay Varma, Director (Refinery) was assigned the additional charge of Managing Director w.e.f 01/06/2023.

• Shri Sanjay Varma (Director- Refinery and Managing Director- Additional Charge) was appointed as Chief Executive Officer (CEO) w.e.f 03/07/2023.

• Shri Asheesh Joshi (Govt. Nominee) ceased to be Director w.e.f. 18/10/2023 upon withdrawal of nomination by MoP&NG.

• Shri Rajinder Kumar (Govt. Nominee) has been appointed as Additional Director on the Board of MRPL w.e.f 18/10/2023.

• Smt. Pomila Jaspal (ONGC- Nominee) has vacated the office of Director of MRPL w.e.f. 01/02/2024 on attaining the age of superannuation from the services of ONGC as Director (Finance).

• Shri Mundkur Shyamprasad Kamath has been appointed as Additional Director designated as Managing Director on the Board of MRPL w.e.f 28/02/2024.

• Shri Sanjay Varma (Director- Refinery, Managing Director- Additional Charge, CEO) has vacated the office of Managing Director- Additional Charge and CEO of MRPL w.e.f. 28/02/2024.

• Shri Pankaj Kumar (ONGC-Nominee) has been appointed as Additional Director on the Board of MRPL w.e.f. 05/03/2024.

• Shri Mundkur Shyamprasad Kamath (Managing Director) has been appointed as Chief Executive Officer (CEO) w.e.f. 22/03/2024.

• Smt. Cheruvally Nivedida Subramanian (Independent Director) has vacated the office of Director of MRPL w.e.f. 25/03/2024.

• Shri Premachandra Rao G has been appointed as the Company Secretary and Compliance Officer w.e.f. 31/10/2023.

• Shri K.B. Shyam Kumar (Company Secretary and Compliance Officer) ceased to be the Company Secretary and Compliance Officer w.e.f. 31/10/2023.

The Board places on record its appreciation for the valuable services rendered by the outgoing Directors during their respective tenures.

Changes in the Board of Directors after 31/03/2024

• Shri Sanjay Varma (DIN: 05155972), Director (Refinery) vacated the office of Director of the Company w.e.f. 01/07/2024, on attaining the age of superannuation from the services of MRPL.

• Shri Mundkur Shyamprasad Kamath (DIN: 10092758), Managing Director, has been assigned the additional charge of Director (Refinery) for a period of three months w.e.f. 01/07/2024, or till appointment of regular incumbent to the post, or until further orders, whichever is the earliest.

• Shri Vivek Chandrakant Tongaonkar (DIN: 10143854), Director (Finance) & CFO has vacated the office of Director of the Company w.e.f. 02/07/2024, consequent upon his appointment as Director (Finance) on the Board of ONGC.

• Shri Mundkur Shyamprasad Kamath (DIN: 10092758), Managing Director, has been assigned the additional

charge of Director (Finance) for a period of three months w.e.f. 02/07/2024, or till appointment of regular incumbent to the post, or until further orders, whichever is the earliest.

Changes in the Key Managerial Personnel after 31/03/2024 :

• Shri Vivek Chandrakant Tongaonkar (DIN: 10143854), Director (Finance) & CFO has vacated the office of Director of the Company w.e.f. 02/07/2024, consequent upon his appointment as Director (Finance) on the Board of ONGC.

• Shri Yogish Nayak S, GGM I/C - Finance, has been appointed as the Chief Financial Officer (CFO) of the company w.e.f. 22/07/2024.

FORMAL ANNUAL EVALUATION

Being a Government Company, policy on directors' appointment and remuneration is not applicable and also evaluation of their performance is exempted under the Companies Act, 2013.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to provisions of Section 134 of the Companies Act, 2013, the Board of Directors of your Company has made the following statement for FY 2023-24:

a) In the preparation of the Annual Financial Statements for the year ended March 31, 2024, the applicable Ind AS have been followed along with proper explanation relating to material departures;

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are 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 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 Financial Statements on a going concern basis;

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

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

NUMBER OF BOARD MEETINGS

The Board of Directors of your Company had eight (8) Meetings during the FY 2023-24. The maximum interval between any two meetings did not exceed 120 days as prescribed in the Companies Act, 2013. Details of the Board Meetings held, have been furnished in the Corporate Governance Report which forms part of this Report.

AUDIT COMMITTEE

The Audit Committee has been constituted as per the terms of reference prescribed under Section 177 of the Companies Act, 2013, read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014, Regulation 18 of SEBI Listing Regulation, 2015 and Guidelines on Corporate Governance for Central Public Sector Enterprise issued by Department of Public Enterprise, Government of India. There have been no instances where the recommendations of the Audit Committee were not accepted by the Board of Directors. The details of Audit Committee are disclosed in the Corporate Governance Report which forms part of this Report.

NOMINATION & REMUNERATION COMMITTEE (NRC)

MRPL being a Central Public Sector Enterprise (CPSE), Directors on the Board of the Company are appointed by the Administrative Ministry i.e., Ministry of Petroleum and Natural Gas (MoP&NG), Government of India. Accordingly, the Company has not adopted any Nomination & Remuneration policy.

Pursuant to Section 178 of the Companies Act, 2013, Regulation 19 of SEBI (LODR) Regulations, 2015 and DPE guidelines on Corporate Governance for CPSE, your Company has constituted a Nomination & Remuneration Committee.

The details of the Nomination & Remuneration Committee are disclosed in Corporate Governance Report which forms part of this report.

MRPL is a 'Schedule-A' Category-1 Miniratna Central Public Sector Enterprise (CPSE). The appointment, terms, conditions and remuneration of Managing Director and Functional Directors (Whole-time Directors) are fixed by the Department of Public Enterprises (DPE), Govt. of India.

RISK MANAGEMENT POLICY

In line with the requirements of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, your Company has developed and rolled out a comprehensive Enterprise-wide Risk Management (ERM) Policy throughout the organization. The Audit Committee periodically reviews the risk assessment and mitigation actions in MRPL.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS

There are no significant and material orders passed by the Regulators/ Courts/ Tribunals that would impact the going concern status of the Company and its future operations.

CORPORATE GOVERNANCE

The Companies Act, 2013 and SEBI (LODR) Regulations, 2015 have strengthened the governance regime in the country. Your Company is in compliance with the governance requirements provided under the Companies Act, 2013, SEBI Listing Regulations, 2015 and has complied with all the mandatory provisions of Companies Act, 2013 and Rules made there under, SEBI Listing Regulation, 2015 relating to the Corporate Governance requirements and mandatory guidelines on Corporate Governance for CPSEs issued by DPE, Government of India. The Corporate Governance Report for the FY 2023-24 forms part of this Report.

Pursuant to Schedule V of the SEBI Listing Regulations, 2015, the compliance certificate from Practicing Company Secretary regarding compliance of conditions of Corporate Governance also forms part of the Annual Report. The Secretarial Auditors have made observations on non-availability of requisite number of Independent Directors on the Board of the Company from 01/04/2023 to 31/03/2024 and Independent Woman Director from 25/03/2024 due to the resignation of the lone independent woman director on ground of conflicting commitments. The matter for appointment of requisite number of Independent Directors including Independent Woman Director is being pursued with MoP&NG and the same is under active consideration of MoP&NG. Accordingly, Company did not meet composition of Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee from 25/03/2024 to 31/03/2024. The committees were reconstituted on 03/04/2024 and your Company complies with the requirement of composition of the Committees.

Pursuant to requirements of the Companies Act, 2013 and SEBI Listing Regulations, 2015, following policies/codes have been formulated and available on the Company's website at www.mrpl.co.in.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“the IEPF rules”), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF, established by the Government of India, after the completion of seven years. Further, according to the Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. During the financial year, no amounts of unclaimed dividend and corresponding shares were due for transfer to IEPF. The details are provided in the Shareholder Information Section of this Annual Report and are also available on the website of the Company www.mrpl.co.in.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

SEBI Listing Regulations, 2015 mandated inclusion of Business Responsibility and Sustainability Report (BRSR) as part of the Annual Report for top 1,000 listed entities based on market capitalization. In compliance with the Regulation, BRSR for the FY 2023-24 forms part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of Regulation 34 of the SEBI Listing Regulations, 2015, the Management Discussion and Analysis (MDA) Report for the FY 2023-24 forms part of this Report.

INTERNAL FINANCIAL CONTROL

Your Company has a well-established and efficient internal financial control system to ensure an adequate and effective internal control environment that provides assurance on efficiency of conducting business including adherence to Company's policies, safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records and the timely preparation of reliable financial information.

The Company has an in-house Internal Audit Department commensurate with its size of operations. Audit observations are periodically reviewed by the Audit Committee of the Board and necessary directions are issued whenever required. The highlights on Internal Control system are disclosed in the Management Discussion Analysis Report which forms part of this report.

As regards Financial Reporting controls, the internal auditor verifies the adequacy and effectiveness of controls. Your Company has also obtained a certificate from the Joint Statutory Auditors under Section 143(3)(i) of the Companies Act, 2013, towards the existence of adequate Internal Financial control system over Financial reporting and its operating effectiveness as at 31^st March, 2024.

AUDITORS

Joint Statutory Auditors :

M/s YCRJ & Associates, Chartered Accountants, Mangalore and M/s BSJ & Associates, Chartered Accountants, Kannur were the Joint Statutory Auditors of the Company for the FY 2023-24. They have audited the Financial Statements for FY 2023-24 and submitted their report which forms part of this report. There is no qualification in the Auditors Report on the financial statements of the Company. Notes to the Accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any comments. Total statutory audit fees (Standalone & Consolidated) paid to the Joint Statutory Auditors along with other certification fees and reimbursement of expenses for the financial year 2023-24 was ' 10.04 Million.

Secretarial Auditors

Your Company engaged M/s Ullas Kumar Melinamogaru & Associates, Practising Company Secretaries, Mangaluru for conducting Annual Secretarial Audit for FY 2023-24 pursuant to Section 204 of the Companies Act, 2013. M/s Ullas Kumar Melinamogaru & Associates, Practising Company Secretaries, Mangaluru have issued Secretarial Audit Report for the FY 2023-24 which forms part of this report as 'Annexure-F'. The Auditors have made observations on the composition of the Board during FY 2023-24 with regard to requisite number of Independent Directors and Woman Independent Director on the Board of the Company and composition of Committees from 25/03/2024 to 31/03/2024. The matter for appointment of requisite number of Independent Directors including Woman Independent Director on the Board of MRPL is being pursued with MoP&NG and the same is under active consideration of MoP&NG. Further, the Committees were reconstituted on 03/04/2024 and the Company has complied with composition of committee.

Cost Auditors :

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Cost Accounts maintained by the Company for the FY 2023-24 are being audited by Cost Auditors M/s Musib & Co. Cost Accountant, Mumbai.

COMMENTS OF C&AG ON THE JOINT STATUTORY AUDITORS' REPORT ON THE CONSOLIDATED AND STANDALONE FINANCIAL STATEMENTS FOR THE FY 2023-24

The Comments of Comptroller & Auditor General of India (C&AG) forms part of this report and are attached as 'Annexure-G'. You would be pleased to know that there are no comments from C&AG on the Auditor's Report or on the Financial Statements for the year 2023-24.

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

M/s Ullas Kumar Melinamogaru & Associates, Practicing Company Secretaries (PCS), have issued a certificate of Non-Disqualification of Directors dated June 18, 2024 as required under Schedule V, Para C, clause (10)(i) of the Listing Regulations 2015, confirming that none of the directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as director of Companies by the SEBI / Ministry of Corporate Affairs or any such statutory authority.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the declaration from Independent Directors confirming that they met the criteria prescribed under the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

ACKNOWLEDGEMENT

Your Board of Directors wish to thank the shareholders for the continued confidence reposed on their Company. Your Directors sincerely thank the Government of India (GoI), Ministry of Petroleum and Natural Gas (MoP&NG), Ministry of Finance (MoF), Ministry of Corporate Affairs (MCA), Department of Public Enterprises (DPE), Ministry of Environment, Forest and Climate Change (MoEFCC), Ministry of External Affairs (MEA), Ministry of Shipping (MoS), Ministry of Home Affairs (MHA), other Ministries and Departments of the Central Government for their valuable support, guidance and continued co-operation. Your Directors also place on record their appreciation for the support from Government of Karnataka.

Your Directors gratefully acknowledge support and direction provided by the parent Company, Oil and Natural Gas Corporation Limited (ONGC) and the support of Hindustan Petroleum Corporation Limited (HPCL) as Promoters of the Company. Your Directors acknowledge the continuous cooperation and support received from New Mangalore Port Trust, Financial Institutions, Banks and all other stakeholders. Your Directors recognize the patronage extended by the valued customers for the products of the Company and promise to provide them the best satisfaction. The Board would like to express its sincere appreciation for the dedicated efforts made and valuable services rendered by all the employees collectively and concertedly as a team i.e., “Team MRPL” towards the Company's achievements during the FY 2023-24.

For and on behalf of the Board

Sd/-

(Arun Kumar Singh)

Place: New Delhi ^Chair^man

Date: 22/07/2024 (DIN: 06646894)