On behalf of the Board of Directors, I am honoured to present the 60^th Annual Report and the 4^th Integrated Annual Report of your Company, marking yet another significant milestone in its distinguished journey.

This report encapsulates the Company's performance, resilience, and strategic progress during the financial year ended March 31, 2026, together with the Audited Standalone and Consolidated Financial Statements. It is accompanied by the Auditors' Report and the Report of the Comptroller and Auditor General of India, underscoring our unwavering commitment to transparency, accountability, and the highest standards of corporate governance.

As we reflect on the year gone by, this Report stands as a testament to the collective strength, discipline, and forward-looking vision that continue to drive your Company's sustained growth and long-term value creation.

PERFORMANCE REVIEW

Financials (Standalone and Consolidated)

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

Analysis of Profitability Physical

During the fiscal year 2025-26, your Company achieved its highest ever crude throughput of 11.71 MMT, representing 112% capacity utilization, despite a planned Turnaround undertaken during the year. This performance reflects your Company's strong operational discipline, focus on reliability, and effective capacity utilization. Consistently achieving production levels above rated capacity, notwithstanding scheduled shutdowns, has emerged as a hallmark of the Company's operational strength, underscoring its focus on efficiency, reliability, and sustained performance excellence.

The Company achieved a significant milestone in operational efficiency during the fiscal year 2025-26 by recording its lowest-ever fuel and loss at 7.73%, reflecting sustained efforts in energy optimization and process improvement. The MBN stood at 69.8, indicating efficient energy usage, while the best-ever Energy Intensity Index (EII) of 84.0 was also achieved, demonstrating your Company's strong focus on operational excellence and energy performance.

For the fiscal year 2025-26, the Gross Refining Margin (GRM) was recorded at US$ 9.28 per barrel (Singapore GRM: $5.80 per barrel), compared to US$ 4.22 per barrel (Singapore GRM: $3.80 per barrel) in the previous financial year. Our current GRMs have consistently outperformed Singapore GRMs over the past few years, largely due to optimized refinery production, enhanced product distribution, crude procurement strategies, and efficient secondary units processing capabilities.

Your Company recorded a Profit Before Tax of ?4,122 crore and a Profit After Tax of ?3,062 crore during the year, as against ?208 crore and ?174 crore, respectively, in the corresponding period of the previous financial year, reflecting a significant improvement driven by higher throughput, best-ever physical performance, and stable margins in the international market.

Your Company secured a soft loan at a concessional interest rate of 0.1% per annum for a period of 12 years under the Investment Promotion Subsidy scheme of SIPCOT for the Resid Upgradation Project, in line with the provisions of the Tamil Nadu Industrial Policy, 2014, upon fulfilment of the stipulated investment obligations. During FY 2025-26, the Company received an additional loan tranche of ?393.97 crore in March 2026, over and above the ?370.40 Crore received during FY 2024-25. The concessional long-term funding strengthens the Company's capital structure and supports the financing of its strategic growth and modernization initiatives.

Issue of securities / change in share capital

During the year 2025-26, 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 Asset 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://www.cpcl.co.in/wp-content/uploads/Policies/ Dividend%20Distribution%20Policy.pdf

Your Board has recommended a Dividend of 6.65% on the paid-up outstanding preference share capital of the Company up to the date of their redemption on September 23, 2025, amounting to ?15.94 crore for the year 2025-26. Based on the profits earned by the Company during FY 2025-26, the Board has recommended a final dividend of 540% on the paid-up Equity Share Capital of the Company representing ?54/- per equity share as on 31.03.2026 amounting to ?804.12 Crore. This is in addition to the interim equity dividend of 80% on the paid-up Equity Share Capital of the Company representing ?8.00 per equity share declared by the Company during the year 2025-26 amounting to ?119.13 Crore, thus, the highest ever total dividend for the FY 2025-26 aggregates to ?62/- (620%) per equity share.

Book Value and Reserves and Surplus

The reserves of the Company significantly increased due to the profits earned during the year. The reserves and surplus as on 31^st March 2026 is ?10651.11 crore as compared to ?7789.59 crore as on 31^st March 2025.

The book value per share of your Company stood at ?725.26 as on 31st March 2026, registering a significant accretion from ?533.11 as on 31^st March 2025.

Value Addition

The value addition during the year 2025-26 stood at ?5,444 Crore, as against ?1,530 crore in the previous financial

year, marking an exceptional surge driven by exemplary operational performance.

Digital India Initiatives

Your Company has achieved 100% digital transactions during the financial year 2025-26.

Contribution to Exchequer

Your Company has been regularly 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 ?866.17 crore for the year 2025-26 as compared to ?680.82 crore in the previous year 2024-25.

Public Deposit Scheme

Your Company has not accepted any public deposit during the year 2025-26 and no public deposit was outstanding as on 31^st March 2026.

Credit Rating

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

Your Company achieved its highest ever crude throughput of 11.71 MMT (112% of design capacity) in 2025-26, surpassing the previous best of 11.642 MMT in the year 2023-24, and also surpassed MoU target of 11.5 MMT. Your Company also achieved the highest ever Distillate yield of 79.1% as against the previous best of 77.6% in the year 2019-20. The operational availability during the year was 98.8%

On energy front, the specific energy consumption (MBN) recorded was the best-ever at 69.8 as against the previous best of 72.0 in the year 2024-25. Fuel & Loss was the Lowest-ever at 7.73% during the year as compared to 8.51% in the previous year.

On the secondary unit performance, Your Company achieved the highest ever Once Through Hydro Cracker Unit (OHCU) throughput of 2,559 TMT against the previous best of 2,385 TMT in 2023-24, Fluid Catalytic Cracking Unit (FCCU) achieved the highest ever throughput of 1,085 TMT surpassing the previous best of 1,084 TMT in 2017-18 and Delayed Coker Unit (DCU) achieved the highest ever throughput of 2,154 TMT surpassing the earlier best of 2,072 TMT in 2023-24.

Some of the other highlights of Operational performance during the year are as under:

Crude Processing:

Successfully processed six new crudes viz., WTI Midland from US, Qatar Marine from Qatar, Nile Blend from Sudan, Sarir Messla Blend (35:65) from Libya, Sankofa from Ghana and Rabi Blend from Gabon.

Achieved the highest ever monthly crude throughput of 1074 TMT in December 2025, surpassing the previous best of 1072 TMT in March 2024.

Value-added product maximization:

Achieved the highest ever quarterly Lube Oil Base Stock (LOBS) production of 75.9 TMT in Q4 2025-26, surpassing previous best of 66.7 TMT in Q2 2023-24.

• Achieved the highest ever Low Sulfur Naphtha dispatch of 21.8 TMT in 2025-26, surpassing the earlier best of 2.7 TMT in 2024-25.

• Initiated trial production of Pentane and Textile-grade MTO, aimed at enhancing value added product slate diversification and improved operational flexibility through optimization of existing processing units.

• Enhanced Pharma-grade Hexane production and sales along with Food-grade Hexane, aimed at strengthening the specialty products slate.

Logistics Optimization:

• Crude Oil Cargoes co-loaded with IOCL Cargoes in VLCC vessels (9 Cargoes co-loading achieved in 2025-26).

• Successfully supplied four parcels of naphtha to domestic customer Haldia Petrochemical Limited (HPL), for the first time in 2025-26.

• Installation of Quick Release Mooring Hook (QRMH) and supplementary bollards at BD-1 & BD-3, Chennai Port was completed in July 2025, enabling simultaneous berthing of VLCC at BD-3 along with a product tanker at BD-1, improving berth utilization (simultaneous berthing of 5 nos. achieved in FY 2025-26).

• Successfully commenced propylene supply via truck dispatch from December 2025 to domestic customers.

Awards & Accolades

Your Company was bestowed with the following Awards:

• Downstream Industry Excellence Award for Carbon Emission Management through Green Initiatives at Global Refining & Petrochemicals Congress (GRPC) 2025, New Delhi held during July 10-11,2025.

• Excellence in Refining Operations Award -Public Sector at India's Premier Process Safety Conference, New Delhi held on February 26, 2026.

• Environment Health and Safety (EHS) Excellence - Gold Award 2024 by Confederation of Indian Industries (CII) for the second consecutive year on 8^th May 2025, underlining the Company's unwavering focus on Safety as an integral part of the Organisational culture.

• Suraksha Puraskar (Bronze Trophy) under Group-A (Petroleum Refineries, Gas Processing & Petro-Chemical Complexes) by National Safety Council of India (NSCI) as part of the 2025 Safety Awards, during the 39^th annual conference of the Asia-Pacific Occupational Safety & Health Organisation (APOSHO-39), held in New Delhi from 26-29 November, 2025 at Yashobhoomi International Convention & Expo Centre, Dwarka.

• Award of Honour at the Occupational Health, Safety and Environment (OHSE) Awards 2023 by the National Safety Council - Tamil Nadu Chapter on August 4, 2025.

MoU Performance

Your Company has received a "Very Good" rating for its performance during FY 2024-25 with respect to the MoU signed with its holding Company, Indian Oil Corporation Limited (IOCL). Further, your Company has entered into an MoU with IOCL for FY 2025-26, in line with the guidelines issued by the Department of Public Enterprises (DPE), demonstrating resilience and operational strength, notwithstanding pressures on margins and subdued crack spreads during the year.

MARKETING

Salient features of direct marketing are as under:

Direct Marketing

Achieved the Highest-ever annual sale in respect of the following:

• MTO sale of 129 TMT in FY 2025-26 as against the previous highest sale of 54 TMT in FY 2024-25

• Pharma Grade Hexane sale of 8.3 TMT in FY 2025-26 as against the previous highest sale of 4.2 TMT

• Naphtha sale of 21.8 TMT in FY 2025-26

For the third time, your Company secured the tender to supply Naphtha to ISRO and obtained a purchase order for one year in December 2025.

The details of sales of products by Your Company through direct marketing during FY 2025-26, as compared to the previous year FY 2024-25, are as under:

The proposed outlets will focus on delivering a superior and differentiated customer experience by offering alternate energy solutions, clean and well-maintained amenities, and enhanced convenience services. Sustainability will be embedded across the RO, beginning with initiatives such as uniforms made from recycled plastic-referred to as "unbottled uniforms"—and extending to broader eco-friendly practices throughout operations. Emphasis will also be placed on service excellence through trained personnel to ensure high standards of customer engagement. Motor Spirit Dispensing Units are equipped with Vapour Recovery Systems (VRS) to minimize hydrocarbon emissions and support environmental protection.

RESEARCH & DEVELOPMENT (R&D)

Your Company's R&D continued to support refinery operations through feasibility studies and process development for value-added products such as Pentane and n-Heptane rich streams, Very Low Sulphur Fuel Oil (VLSFO), Special Boiling Point Solvents, drilling fluids, Dearomatized Kerosene (DAK), and Treated Distillate Aromatic Extract (TDAE), along with studies on valorization of Heavy Gas Vacuum Oil (HVGO) Foots Oil and development of oil spill adsorbents. Plant Trials were sucessfully conducted for doping of un-converted oil (UCO) in LN raffinate for lube oil base stock quality improvement. Crude assay data, including lube and wax potential, was generated for multiple international and domestic crudes.

Collaborative research was strengthened through projects with Rajiv Gandhi Institute of Petroleum Technology (RGIPT) and IIT Madras, including nanocellulose production, corrosion inhibitors for ethanol-blended petrol, and green hydrogen generation. Under the CPCL-IITM Research Cell (CIRC), five key projects have been initiated such as selective CO2 capture, dewaxind aid development, pour point depressant development, mercaptan removal from ATF and desalination membrane development. The Company filed three patents, presented a technical paper at Petroleum Technology Quarterly (PTQ) Refining India 2025 and continued to build intellectual property and sustainable innovation capabilities.

SUSTAINABILITY

The consumption of 478 TMT of RLNG during 2025-26 enabled a reduction of approximately 475 TMT of CO₂ emissions vis a vis equivalent fuel oil usage, contributing significantly to greenhouse gas mitigation.

In FY 2025-26, the implementation of targeted energy conservation and sustainability measures resulted in reduction in GHG emissions intensity from 0.22 to 0.21 MT CO₂e per MT of crude processed.

PROJECTS

Your Company invested a total of ?866.17 crore in CAPEX during FY 2025-26, as against ?680.82 crore in FY 2024-25, registering a growth of 27.23% and underscoring its continued commitment to strategic investments and expansion initiatives.

COMPLETED PROJECTS

Installation of QRMH & Bollards at Chennai Port Trust:

Your Company successfully completed installation and commissioning of 1 No. Quick Release Mooring Hook (QRMH) with 3 hooks of 100 Tons capacity each, integral capstan and remote control type at BD-1 and 3 Nos. of Bollards of 200 Tons capacity of VLCC at BD-3 in Chennai Port for enabling simultaneous berthing of VLCC at BD-3 for crude transportation and product tankers at BD-1, to improve the TRT (Turn-Round-Time - time taken between the arrival of a vessel & its departure) and operational efficiency. The Project was implemented by CPCL in partnership with the Chennai Port Authority and was commissioned in July 2025.

Construction of New Storm Water Ponds:

Your Company completed the construction of 3 new storm water ponds to strengthen the water management system by increasing the holding volume of stormwater by 44100 m3, based on the comprehensive study by M/s. WAPCOS in Manali Refinery. Overall completion along with associated drains, interconnections, culverts & oil catchers was achieved in August 2025.

Floating Solar plant:

Your Company completed and commissioned floating solar panels in CPCL raw water reservoirs for a total capacity of 1140 KW to enhance renewable energy portfolio at an estimated cost of ?7.23 Crore (incl of GST) in October 2025.

Your Company has an existing installed solar roof top capacity of 1535 KW in roof top of various buildings in its Manali refinery and ground mounted solar capacity of

PROJECTS UNDER IMPLEMENTATION:

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 ?205 Crore ± 10% (incl of GST), to improve reliability of Desal water supply to Manali Refinery, which is planned for completion by December 2026.

Group II/III LOBS Projects:

Your Company is implementing the 'LOBS Project' for production of Group-II/III Lube Oil Base Stocks (LOBS), at its Manali Refinery. The project involves revamp modification of the existing Hydro-Cracker Unit from 2.25 to 2.35 MMTPA and installation of a new Catalytic Dewaxing Unit to produce 256 TMTPA of finished Group-N/IM LOBS. Investment approval from IOCL to implement the LOBS Project was accorded in March 2026 with an implementation schedule of 31 months at an estimated cost of ?1,620 Crore ± 10% (incl of GST).

The Project benefits from reducing the Nation's Lube Base Oil Import and promoting Atmanirbhar Bharat. Besides being lucrative, the project offers synergy for supply of premium Lube Base oils to IOCL's upcoming Servo Integrated Lube Complex at Amullaivoyal, Chennai.

400 KV grid upgradation:

Your Company is implementing revamping of electrical grid infrastructure at CPCL Manali refinery from 110KV to 400KV along with creation of 66KV generation bus, at an estimated cost of ?443.10 Crore ± 10% (incl of GST). The anticipated completion will be end of February 2028.

The project is focused on the vision of net zero and carbon neutrality by reducing the captive generation and importing greater quantum of power from grid preferably from renewable energy sources.

Replacement of old furnaces 1F1A & B in CDU-I:

Your Company is replacing two old furnaces (1F1A & 1F1B) in CDU I with a single high efficiency furnace (1F101), at an estimated cost of ?186.18 Crore ± 10% (incl of GST), which will contribute to savings of Specific energy consumption of Standard Refinery Fuel Tons (SRFT) of around 7134 MT per annum, resulting in fuel & loss reduction by 0.07%, carbon footprint reduction by 22700 tCO₂ equivalent (tons of CO₂). The project contributes to your Company's commitment towards net zero initiatives & maximizing use of RLNG in the refinery. The anticipated completion will be end of May 2028.

Revamp of condensate recovery system at P&U-1:

Your Company is revamping the existing condensate recovery system at P&U-1, at an estimated cost of ?26.49 Crore (incl of GST), which will contribute to savings of Specific energy consumption of Standard Refinery Fuel Tons (SRFT) of around 1612 MT per annum due to additional recovery of 31 m3/hr of condensate reducing RO water requirement as feed to DM plants reducing water footprint by 0.19 MGD. The project contributes to Your Company's commitment towards net zero initiatives & maximizing recovery of condensate in the refinery. The anticipated completion will be end of September 2026.

Storm water pumping capacity augmentation & disposal piping works:

Your Company is augmenting the storm water pumping capacity by installation of additional pumps and related facilities in existing storm water ponds Pond-C, Pond-D, Pond-E and in newly constructed storm water ponds Pond-B & Pond-E1, at an estimated cost of ?37.24 Crore (incl of GST), based on the comprehensive study by M/s. WAPCOS to tackle excess water from Chennai reservoir discharges & discharge levels in Buckingham canal.

Construction of Class "A" Storage tanks:

Your Company is constructing two Class "A" storage tanks 425 & 426 of 1000KL each with pumping facility in Manali Refinery for storage of specialty products such as Food Grade Hexane (FGH), Indian Space Research Organisation (ISRO) Naphtha, Ultra Low Sulphur (ULS) Naphtha, & MTO, at an estimated cost of ?12.15 Crore (incl of GST).

Propane / Propylene tanker truck Loading Bay:

Your Company is constructing a Propane / Propylene tanker truck Loading Bay in Manali Refinery, at an estimated cost of ?10.92 Crore (incl of GST), for improving the product movement based on the operational necessity & market survey. The anticipated completion will be end of May 2027.

FUTURE PROJECTS

Pre-feasibility study for Refinery configuration:

Your Company has initiated a Pre-feasibility study for increasing the refinery capacity by 25% and venture into Petrochemicals as well as specialty products.

Pre-feasibility study for VBU conversion to CDU:

Your Company has initiated scoping study for conversion of Vis Breaker Unit (VBU) to Crude Distillation Unit (CDU) to increase refinery crude processing capacity by 1.0 MMTPA.

Pre-feasibility study for Production of Micro Crystalline Wax:

Your Company is working towards production of high value Micro Crystalline Wax (MCW) thereby aiming for import substitution.

HEALTH, SAFETY AND ENVIRONMENT

Health

During the year, your Company undertook several health promotion initiatives, including the following:

• Medical Mitigation Measures undertaken for beating the Heat wave. Special Mobile Medical Team carried out rounds between 1200 to 1500 hours in plant area in May & June to ensure all employees are well hydrated.

• Health awareness Program on First Aid was Conducted on 10^th & 11^th June 2025 for 50 CISF Personnel at Occupational Health Services in this program Live Demonstration of CPR was done.

• A Primary Healthcare Camp was organized on 18.11.2025 for women personnel and CISF dependents to promote preventive healthcare awareness and provide basic medical screening. They received consultations on general health, reproductive health, nutrition, and wellness. The initiative helped enhance health awareness among the participants and encouraged early identification of common health issues.

• A Voluntary Blood Donation Camp was organized on 24^th December 2025 at OHS, CPCL, in coordination with the Institute of Child Health, Egmore on the occasion of Diamond Jubilee Celebrations A total of 75 participants, including employees, CISF, contract workers, and trainees, donated blood.

Safety Management

Your Company remains committed to the highest standards of safety and has evinced utmost care and concern for the safety of its employees and refinery installations while carrying out its operations. Your Company firmly believes that progress cannot be sustained without maintaining commitment to safety and recognizes the need for stronger communication channels within the organization, particularly when it comes to documenting and sharing lessons learnt or root causes of safety-related events.

Your Company has always strived hard for Zero Incidents target and safety statistics of Manali Refinery as on 01.04.2026 are as under:

Significant safety initiatives undertaken during the year

include the following:

Ý Onsite Emergency Mock Drills conducted as per Emergency Response Disaster Management Plan and PNGRB Guidelines.

Ý Monthly Mock drills being conducted with different scenarios of Risk Analysis Report to check the preparedness of systems and healthiness of the equipment's.

• Round-the-clock AI-based hazard detection safety surveillance was ensured for Ref I M&I Shutdown Jobs in September and October 2025.

Ý Monthly Safety theme on different safety topics is published and our CGMs and GMs give safety talk to employees & Contract workers at 21 designated locations. Case studies of Incidents at other locations as well as High potential NMI Reports are also discussed in the monthly safety pamphlets to spread awareness.

A booklet on "Special Conditions of Contract on Safety Management System" was released in April 2025; a key step in extending Your Company's safety standards to all contractor operations, promoting inclusivity in workplace safety.

• Unsafe Condition (UC)/Unsafe Act (UA)/Near Miss Incidents (NMIs) system modified to improve its effectiveness in tracking liquidations. Total UCs/UAs/ NMIs reported in 2025-26 were 8116 nos. out of which 7499 nos. are already liquidated.

• An Offsite Level III Mock Drill was conducted on 08.05.2025 to test emergency response systems under complex scenarios of the double contingency of air strike on LEB plant & Finance building in non-plant area. The scenario was taken due to the prevailing war scenario in the month of May 2025.

• Your Company had responded for the Rail wagon incident at Tiruvallur on 13.07.2025 with all necessary resources that were required at site and played a major role in putting out the fire.

Environment

Your Company made notable strides in environmental

sustainability and emissions reduction during the year, and

significant among them include the following:

• The consumption of 478 TMT of RLNG during 2025-26 enabled a reduction of approximately 475 TMT of CO₂emissions vis-a-vis equivalent fuel oil usage, contributing significantly to greenhouse gas mitigation.

• Notwithstanding increased crude throughput in FY 2025-26, the implementation of targeted energy conservation and sustainability measures resulted in a reduction in GHG emissions intensity from 0.22 to 0.21 MT CO₂e per MT of crude processed.

• In FY 2025-26, your Company reported net greenhouse gas emissions of 26,30,380 MT of CO₂e.

• In addition, your Company's windmill at Pushpathur generated 31,381 MWh of green power in 2025-26, resulting in an estimated reduction of 22,281 MT of CO₂emissions.

• Celebrated World Environment Day (WED) on 5^th June 2025 with the theme "Ending Plastic Pollution Globally" to create awareness among employees and the wider community about the need to protect the environment.

• As part of the World Environment Day activities, a campaign van was deployed to raise awareness on plastic pollution across the community.

• Massive tree plantation drive at the green belt site of CPCL was organized.

• Your Company has increased the green cover footprint

by 18.5 acres during 2025-26, as part of its ongoing greenbelt development and environmental sustainability initiatives.

• A Continuous Ambient Air Quality Monitoring (CAAQM) station was commissioned at CPCL Polytechnic, located outside the CPCL premises, to monitor ambient air quality in the vicinity of the refinery.

ENERGY CONSERVATION

Your Company is keen on conserving energy by implementing

several energy conservation measures.

• During the year, your Company achieved a Specific Energy Consumption (MBN) and Energy Intensity Index (EII) of 69.8 and 84.0 (Best achieved) respectively as against 72.0 and 87.4 in 2024-25. 21 numbers of energy conservation measures were implemented successfully during the year, which resulted in energy savings of 37038 Standard Refinery Fuel Tonne (SRFT) corresponding to approximately 0.30% reduction in F&L. The details of energy conservation measures are given in Annexure I.

• "Mission Q1" workshop was co-organized on 10^th February 2026 in Chennai along with Centre for High Technology (CHT) with over 86 participants from various Indian PSU refineries on the theme "Synergizing for Sustained Energy Excellence". Mission Q1 is an initiative by CHT to drive Indian PSU refineries to achieve Q1 position in Energy Intensity Index (EII). Action Plan to achieve and sustain Q1 position in EII was discussed by all refineries.

• Oil & Gas Conservation Fortnight (SAKSHAM 2026) with the theme "Conserve Oil & Gas, Go Green" was observed from 1^st February till 15^th February 2026 as per the directives of Ministry of Petroleum and Natural Gas (MoPNG) to create awareness among the masses about conservation of Oil and Gas. Some of the major events conducted were Auto emission check, Walkathon, Technical sessions, Technical Quiz and Creative Arts competitions etc.

• Steam Leak Audit was conducted by CHT External Auditors as part of SAKSHAM 2026. Overall, Steam leak has reduced from 0.432 kg of steam loss per ton of steam generated in 2024 to 0.298 kg of steam loss per ton of steam generated in 2025.

RELIABILITY IMPROVEMENT INITIATIVES

Key initiatives towards reliability improvement undertaken are as under:

• Successfully carried out Intelligent pigging of the furnace coil in 71-F-01 marking a first-of-its-kind initiative. Advanced NDT-based intelligent pigging was performed across the entire radiant and convection coils, delivering highly accurate results within a short duration. The process eliminated the need for scaffolding, thereby significantly reducing execution and inspection time while enhancing inspection accuracy.

• Implemented Robotic assessment of an underground/ mounded vessel was implemented for the first time, specifically for mounded bullet 20-D-771. This method utilizes full area scanning rather than conventional spot UTG (Ultrasonic Thickness Gauging), making it a highly efficient and rapid inspection technique.

• Commissioned the Permasense online corrosion monitoring system for high-temperature, critical service lines. Installed sensors at 25 strategic locations across the refinery, the system enables real-time corrosion monitoring and thickness trending over time. The data is accessible through the refinery's intranet portal, supporting proactive maintenance decisions.

• For the first time, conducted Reformer tube assessment using TFET (Transition Field Electromagnetic Technique) in the 214-F-01 reformer during the M&I shutdown 2025. As an alternative to ultrasonic and eddy current testing, this technique demonstrated high reliability and accuracy in detecting tube integrity.

• Introduced a composite cold pad system to mitigate Corrosion Under Pipe Supports (CUPS). This advanced solution employs composite laminate patch-based support pads made of glass-carbon bidirectional fibers, offering superior adhesion and durability. It represents a significant improvement over traditional cold pad systems, addressing previously observed deficiencies and enhancing pipeline reliability at support locations.

• Completed the Installation of an ER (Electrical Resistance) probe in the 10" LPG cross-country pipeline in December 2025. This system provides continuous monitoring of corrosion behavior within the pipeline. The data is integrated with the process information network and is accessible via the intranet, enabling effective monitoring and analysis.

DIGITALIZATION INITIATIVES

The Company continues to advance its digitalization journey by leveraging real-time data, advanced analytics, and AI-driven solutions to enhance safety, operational efficiency, and reliability across refinery operations.

Safety

AI-based video analytics (Safety Assistant) was deployed during shutdowns to monitor unsafe behaviours, PPE violations, and hazards, strengthening safety compliance. The Centralized Safety Monitoring System (E-Safe View) with GIS-based ArcGIS integration, including Work Permit System with criticality scoring and JSA modules, is under beta testing, with full-scale rollout also being targeted.

Manufacturing

Implementation of a Digital Operator Shift Logging System is in progress, with approvals in place and tendering underway for full-scale deployment, integrated with existing operational systems. In parallel, in-house Shift-In-Charge logbooks have been rolled out across units to enable better traceability and real-time operational visibility.

Reliability

AI/ML-based Predictive Asset Maintenance using Aspen Mtell has been piloted for 6 assets and is under live monitoring, with plans for scale-up to ~75 critical assets. Digitization of reliability workflows is also progressing to improve maintenance efficiency and reduce unplanned downtime.

AI/ML-Driven Process Use-Cases

In-house AI models have been developed for FCCU re-boiler fouling prediction and ATF quality forecasting, enabling proactive decision-making, improved heat transfer efficiency, and reduced reprocessing. These models leverage real-time and historical data to enhance operational optimization.

With Technology Partners

Your Company is collaborating with academic institutions such as IITs and technology partners to evaluate advanced process optimization use cases. Discussions are also underway for implementing edge computing solutions at the Delayed Coker Unit for real-time insights, anomaly detection, and intelligent recommendations.

In-House Application Development

Several digital applications, including Smart Shutdown Portal, Vehicle Request Portal, Gully Sucker Request Portal, and TMS Indenter Portal, have been developed to improve process transparency, resource planning, and turnaround time.

Infrastructure Strengthening

miDigital infrastructure has been enhanced through the procurement of additional Microsoft SQL Server licenses, improving system performance, scalability, and reliability for current and future initiatives.

Capability Building

Focused training programmes on AI/ML technologies have been conducted to build internal capabilities, supported by workshops with industry partners such as AspenTech.

OPTIMIZATION

During FY 2025-26, Your Company focused on strengthening digital infrastructure, enhancing cybersecurity, and advancing refinery-wide optimization. A major milestone was the successful migration of the Process Information Network web server from ASP to ASP.NET, improving system robustness, cybersecurity compliance, and data accessibility. Implementation of Aspen Unified Reconciliation and Accounting for refinery-wide material balance, with model building completed and validation planned was also initiated, targeting commissioning in Q1 of FY 2026-27.

In addition, the revamp of Advanced Process Control infrastructure has been undertaken to improve operational efficiency, starting with crude units and to be expanded across the refinery in phases.

INFORMATION SYSTEM

Information technology continued to play an important role in the growth of the Company's business, with various initiatives aimed at making use of advancements in technology, aligned with our core values of innovation, passion, and trust.

Initiatives taken on the areas of information technology include the following:

• The in-house developed Tender Management System (TMS) was launched on 7^th July 2025. The TMS is an integrated digital platform that streamlines the end-to-end tendering process, from enquiry approval to draft PO generation. It interfaces seamlessly with SAP and GeM/e-Tender portals for real-time data exchange, including PR details, bidder offers, tender numbers, and price data.

• The Automated Weighbridge System at the Invoice Cell, CPCL Manali Refinery was launched on 21^st November 2025. The system enhances operational efficiency through automation, reduces truck turnaround time, and supports sustainability by minimizing idling and emissions, aligning refinery logistics with evolving market and customer requirements.

• New updated Information Technology & Security Policy 2025 was released on 30^th September 2025, which provides a clear framework for the use, protection and management of our digital assets.

• National Cyber Security Awareness Month (NCSAM) was observed in October 2025 with the objective of promoting cyber hygiene, safe online practices, and awareness among employees, on the theme "Cyber Jagrit Bharat", focusing on creating a cyber-aware and resilient workforce.

• Your Company has engaged M/s Centre for Development of Advanced Computing (CDAC) to conduct monthly cyber awareness sessions for its employees. To ensure that its workforce remains well-informed and vigilant in recognizing and responding to potential cyber risks.

• The Information Security Steering Committee (ISSC) is constituted as per MeitY guidelines to review and improve Critical Information Infrastructure (CII) of protected systems of CPCL.

• Over the past year, your Company has undertaken several comprehensive audits to strengthen the Company's cybersecurity posture such as Annual IT Audit with CERTIN-Approved Auditor, Quarterly VAPT Audit for External IPs, Monthly Vulnerability Assessment for Internal IPs, etc.

HUMAN RESOURCES

Your Company firmly acknowledges that the stewardship and advancement of its intellectual capital are pivotal to sustaining competitive excellence in a dynamic industry landscape. In pursuit of this, a suite of forward-looking and transformative initiatives has been undertaken to nurture talent, enhance competencies, and empower employees to adeptly navigate emerging challenges and opportunities.

Manpower Details:

As on March 31, 2026, the Company had a total workforce of 1,403 employees, including 87 women, comprising 739 Executives and 664 Non-Executives. Demonstrating its commitment to national skill development, the Company engaged 160 apprentices across Trade, Technician, and Graduate categories. The apprentices received structured practical training with systematic monitoring and assessment.

Learning & Development:

Your Company has made significant progress in strengthening its Learning and Development initiatives, with a focused emphasis on capability building across all levels through both technical and managerial competencies. Your Company also places strong emphasis on employee wellness through various programmes such as yoga, stress management, and meditation, aimed at enhancing mental and emotional well-being. During FY 2025-26, CPCL achieved 3.65 training man-days per employee, significantly exceeding the target of 2.5 man-days.

Key Highlights include the following:

• CBC Rashtriya Karmayogi Training Programme

In line with directives from the Ministry of Petroleum & Natural Gas (MoPNG) / Government of India, to enhance role-based competencies and public Service orientation, Rashtriya Karmayogi Training Programme, an initiative of the Capacity Building Commission (CBC), was conducted for all employees of the corporation covering 1386 employees.

• Induction Training

Induction training programmes were conducted for:

• 36 newly joined Engineers / Officers

• 134 Apprentices, enabling a smooth induction into organizational roles.

• Health, Safety & Environment (HSE) Training

• HSE training programmes were conducted, covering 526 employees, reinforcing the Company's commitment to safe and sustainable operations.

• Training Program on Green Hydrogen Plant Supervisor

A training programme on Green Hydrogen Plant Supervision was conducted for benefit of employees. In addition to Company employees, participants from nearby industries and apprentice trainees also took part in the programme under the National Green Hydrogen Mission (NGHM) of the Government of India

• New Labour Codes

Training program on Four New Labour Codes has been arranged for 75 contract owners and CPCL employees through Deputy Chief Labour Commissioner, Ministry of Labour and employment.

• Launch of CPCL SOOPER Toastmasters Club

The CPCL SOOPER Toastmasters Club, chartered under Toastmasters International (District 120, Division C, Area C3), was launched with its inaugural meeting held on 12^th March 2026. The initiative aims to enhance employees' leadership, communication and public speaking skills.

• The Hydrocarbon Sector Skill Council (HSSC) successfully organized an 8-days Process Safety Program. The program was delivered in three batches at RESOT and covered a total of 60 employees. This program was designed to provide professionals with a comprehensive understanding of process safety management principles and their practical applications in the workplace. In addition to Company employees, participants from nearby industries also benefited from the programme.

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

Your Company 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 II.

Out of the total manpower, there were 273 SC employees (previous year: 283) and 54 ST employees (previous year: 53) as on 31^st March 2026, constituting 19.45 % and 3.84 % of the total manpower respectively.

Your Company has implemented the provision of 4% reservation for Persons with Benchmark Disabilities (PwBDs) in accordance with the guidelines and instructions issued by the Government of India. Necessary concessions and relaxations, as prescribed under the applicable rules, were extended to eligible candidates with disabilities during the recruitment process, reaffirming the Company's commitment to equal opportunity and inclusive growth.

During the year, the Company maintained cordial and harmonious industrial relations. A wide range of comprehensive welfare measures continued to be provided to employees, addressing their health, efficiency, and economic well-being, thereby enabling them to perform to their fullest potential.

Your Company actively promotes a participative management culture and follows a consultative approach in its engagement with employee and collectives. This collaborative framework has fostered industrial harmony and peace, contributing significantly to enhanced organizational productivity and overall operational excellence.

Compliance with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013:

The provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 have been implemented across the Company with the objective of providing a safe and respectful working environment for women employees and ensuring prevention and redressal of sexual harassment at the workplace. Internal Committees, headed by senior women employees, have been constituted in accordance with the provisions of the Act to address complaints, if any.

A handbook on the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 issued by the Ministry of Women and Child Development, Government of India has been uploaded on the Company's intranet to sensitise employees about the provisions of the Act. Regular awareness programmes and workshops,

particularly for women employees, were conducted to promote understanding of their rights and the redressal mechanisms available. In addition, posters and awareness material were displayed across various locations of the Company's premises to reinforce sensitisation and promote a zero-tolerance approach towards sexual harassment. There were no complaints of sexual harassment received during the year.

Your Company has also onboarded the SHe-Box Portal which provides a single window access to every woman employee to file complaint of sexual harassment at her work place and also track its status.

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

Your Company's Corporate Social Responsibility (CSR) is an integral part of its corporate governance framework, aligning with CPCLs Vision of creating value for stakeholders and its Mission to proactively fulfil social responsibilities, including environmental and safety commitments.

Guided by this principle, the Company has defined its CSR Vision as:

"Strive for an Educated, Healthy, Economically Developed, and Environmentally Protected community around the Refineries."

Women Empowerment:

Your Company gives special focus to the various facets of women development plans and programmes. As on 31^st March 2026, 87 women employees are on the rolls of the Company, of whom 77 are in the supervisory cadre and 10 are in non-supervisory cadre, constituting 10.41 % of the total supervisory employees and 1.5 % of the total nonsupervisory employees.

Management has conducted meeting with the representatives of Women Cell to encourage the well-being of women employees.

International Women's Day was celebrated on March 7, 2026, with great enthusiasm and spirit. The Keynote Address was delivered by our Chief Guest, Ms. Kiran Shruthi, IPS, Superintendent of Police, Anti-Terrorist Squad, Chennai. The programme also featured an engaging talk and demonstration by Ms. Divya Kannan, with the event theme, "Give to Gain," encouraging participants to embrace growth through contribution, empathy, and self-development.

The CSR Policy of the Company is available on its official website at: https://cpcl.co.in/Company/overview/our-policies/

To realize this vision, the Company implements CSR projects designed to enhance the economic and social well-being of communities in its operational areas, promote the selfsustainability of CSR initiatives, and support environmental sustainability.

During the year 2025-26, the Company spent ?5526.22 lakhs on various CSR initiatives, primarily focused on its refinery operations and project sites in Chennai and Nagapattinam, Tamil Nadu, along with its aspirational district of Ramanathapuram in Tamil Nadu. These initiatives largely centered on Health and Nutrition, Education and Skill Development, Community Development, Welfare of Persons with Benchmark Disabilities, and Environmental Sustainability. The aim was to uplift living standards and bridge socio-economic and environmental disparities.

CSR programmes are primarily implemented in areas surrounding the Company's key installations to enhance the quality of life for local communities, with special attention to marginalized groups, including SCs, STs, OBCs, and persons with disabilities.

The following are some of the key CSR activities undertaken by CPCL:

Operation and maintenance of Community Health Centre (CHC) at Manali CPCL offers dedicated medical and healthcare services to the surrounding communities, identifying it as a fundamental human right. Through our partnership with the Wockhardt Foundation, Your Company provides vital healthcare services. Facilities such as a dental clinic, vision Centre, physiotherapy Centre, and a clinical laboratory are integral parts of this initiative. Annually, these health services from CPCL positively touch the lives of over 10,000 individuals.

Treatment of children born with Clubfoot:

Aiming to eliminate disability due to clubfoot among children, Your Company has contributed to the treatment of over 300 children across four districts in Tamil Nadu: Chennai, Villupuram, Thanjavur, and Tiruchirappalli. The treatment utilizes the Ponseti method, a widely recognized and effective technique for correcting clubfoot. By supporting these treatments, Your Company is making a significant impact on the lives of affected children and their families, fostering a future where disability due to clubfoot is effectively eliminated.

Sustainable Integrated Beekeeping project:

As part of its commitment to inclusive and equitable community development, Your Company implemented the

Sustainable Integrated Beekeeping Approach project, with a specific focus on improving the socio-economic conditions of marginalized communities, including Scheduled Tribes (ST) residing in selected rural pockets.

The project promotes eco-friendly, low-investment, high-return livelihood avenues through scientific beekeeping practices.

Donation of Medical equipment to Rajiv Gandhi Government General Hospital & Stanley Hospital, Chennai.

Your Company has taken significant steps by acquiring and supplying advanced medical devices to the Rajiv Gandhi Government General Hospital & Stanley Hospital in Chennai. These diagnostic tools are crucial in the fight against diabetes, enabling healthcare professionals to diagnose the condition promptly and accurately, and to monitor the progress of patients effectively.

Development of vehicle parking facilities in Highways land (opposite to CPCL Manali Refinery)

Your Company has developed vehicle parking facility on a land parcel of 4.5 acres. Completed works include RCC pavement along with entry and exit approaches pertaining to the subject parking yard, new Dormitory (1 No.), Office Building (2 Nos.) & associated drains. The Project was completed in February 2026.

Mobile Medical Unit (MMU) Project:

To improve access to primary healthcare services, particularly in areas surrounding CPCL's operations, the Company operates Mobile Medical Units (MMUs) as part of its Corporate Social Responsibility (CSR) initiatives. These fully equipped MMUs provide essential healthcare services such as outpatient consultations, basic diagnostic tests, distribution of medicines, health awareness programmes, and referrals to higher healthcare facilities, wherever required.

A detailed report on CSR activities, in accordance with the provisions of the Companies Act, 2013, along with key CSR highlights, is provided in Annexure III.

Vigilance:

The Vigilance Department of the Company has a well-established structured vigilance mechanism aimed at ensuring high standards of integrity, transparency and accountability in the functioning of the organization. All Vigilance activities are performed in compliance to the guidelines of Central Vigilance Commission. In addition to investigation of complaints according to CVC's complaint handling procedure, the Vigilance Department actively promotes preventive vigilance by strengthening systems through System Improvement.

During the year the following activities were undertaken are as under:

• Vigilance Department continued its efforts to improve internal controls, streamline procedures and promote ethical practices across the organization.

• Chief Technical Examiner pattern intensive examination of major contracts was taken up to scrutinize the entire workflow commencing from tender procedures adopted till contract closure. Periodic inspections were done to examine the tender process followed for award of contracts. Focus of the above examination was to identify the existence of Vigilance angle such as corruption,

misappropriation etc. and suggest suitable actions including system improvements.

Areas vulnerable for corruption are identified and Surprise inspection was done by Vigilance Officers, which acts as deterrent to corruptive practices.

System studies are undertaken in identified systems such as Issue of temporary labour gate pass, Disposal of spent catalyst and Recruitment system to improve internal processes.

Various Training programmes were organized for employees on topics such as Preventive Vigilance, Organizational Behaviour and Ethics, and Cyber Security. Vigilance Officers had attended training programmes on "Vigilance Administration for PSUs" conducted at the CBI Academy, "CTE Type Intensive Examination" conducted at Ghaziabad and "Complaint Investigation" conducted by Central Vigilance Commission.

Vigilance Awareness Week - 2025 observed on the theme "Vigilance: Our Shared Responsibility." Vigilance also organised the precursor to VAW 2025, 3 months preventive vigilance campaign activity from 18^th August 2025 in the focus areas: - Disposal of complaints, Disposal of pending disciplinary cases, Capacity building programmes, Asset Management and Digital initiatives.

• Various events and competitions centered on the theme were organized for employees, spouse of employees, and for the students in schools and colleges. A walkathon was also conducted to create vigilance awareness among public. Interactive sessions were held with vendors, contractors, service providers and customers to promote transparency and ethical business practices.

PUBLIC GRIEVANCES

Your Company is committed to redress the public grievances on time. Contact details of Public Grievance Officer is displayed on the website of the Company under the link https://www.cpcl.co.in/connect/citizen-charter/public-grievance.

During the year 2025-26, 20 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 Practicing Company Secretary 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 from 2023-24 onwards.

AUDIT COMMITTEE

The composition of the Committee as on 31^st March 2026 is as under:

• Mr. Manoj Kumar Pandey - Independent Director -Chairman

• Mr. Deepak Srivastava - Government Nominee Director - Member

• Mr. Babak Bagherpour - Nominee Director, NICO -Member

Director (Finance), CPCL is the permanent invitee.

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

CODE OFCONDUCT

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 https://www.cpcl.co.in/wpcontent/uploads/Policies/ Code%20of%20Conduct CPCL.pdf. 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 24.04.2026.

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 31.03.2026 is as under:

• Mr. H. Shankar, Managing Director - Chairman

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

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

• Mr.S.G. Venkatesh, Director (Technical) - Member

• Mr. Manoj Kumar Pandey, Independent Director- Member

• Mr. V.C. Asokan, Nominee Director, IOCL - Member

Note: Mr. V.C. Asokan was inducted as a member with effect from 02.04.2026 in place of Mr. M. Annadurai who superannuated from the services of IOCL on 31.03.2026.

The Action Taken Report on the Risk Management Policy for FY 2025-26 containing the mitigation measures on various High & Medium Risks along with the Risks on Radar were reviewed by the Risk Management Committee and by Audit Committee on 22.04.2026 and Board on 24.04.2026

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 assurance with regard to maintaining proper accounting controls, monitoring economy & efficiency of

operations, protecting assets from unauthorized use or losses and ensuring reliability of financial and operational information.

Your Company has an Internal Audit Department headed by a Deputy General Manager with a mix of qualified professionals to carry out extensive audits throughout the year. Internal audit plans and functions are reviewed by the Audit Committee.

The Statutory Auditors, in their report dated 24.04.2026, opined that the Company has in all material respects, adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31^st March, 2026 based on internal control over financial reporting criteria established by the Company, considering the essential components of internal control stated in the Guidance Note on Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India

REMUNERATION TO AUDITORS

M/s. R.G.N. Price & Co, Chartered Accountants, were appointed as Statutory Auditors of the Company for the financial year 2025-26 by the Comptroller and Auditor General of India. The Auditors have confirmed that they are not disqualified from being appointed as Auditors of the Company.

The Auditors had expressed an unmodified opinion on Standalone and Consolidated Financial Statements for Financial Year 2025-26 vide their report dated 24^th April 2026.

The Board of Directors of the Company fixed a remuneration of ?0.26 crore towards statutory audit fees in addition to out-of-pocket expenses, if any, and applicable GST.

Comptroller and Auditor General of India (C&AG) Audit

Supplementary Audit of Financial Statements: The Standalone and Consolidated Financial Statements for the Financial Year ended March 31,2026, were submitted to the C&AG for supplementary audit. The C&AG have conducted supplementary audit and the Certificate of C&AG under section 143(6)(b) of the Companies Act, 2013 forms part of the Annual Report.

COST AUDITORS

M/s. Vivekanandan Unni and Associates, Cost Accountants, Chennai were appointed as the Cost Auditor of the Company for the Financial Year 2026-27 at the remuneration of ?2,75,000/- plus applicable taxes and out of pocket expenses, if any, to conduct the audit of Cost Accounts maintained by the Company subject to ratification by the shareholders in the Annual General Meeting.

M/s. M. Krishnaswamy and Associates, Cost Accountants, Chennai were appointed as Cost Auditors for FY 2025-26. The cost audit for the year 2024-25 was carried out and the cost audit report was filed with the Ministry of Corporate

Affairs in the prescribed form within the stipulated time period.

The cost audit for the year 2025-26 is being carried out and the cost audit report would also be filed within the stipulated time

SECRETARIAL AUDIT

Your Company has appointed M/s. S. Sandeep & Associates as the Secretarial Auditors, for the year 2025-26.

The Secretarial Audit Report for the year 2025-26 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:

• The Board of Directors of the Company did not comprise of requisite number of Independent Directors as prescribed under Regulation 17 (1) of the Securities Exchange Board of India, (Listing Obligations and Disclosure Requirements), 2015 and DPE Guidelines.

• The Company has not appointed a woman director as an Independent Director, as prescribed under Regulation 17(1) of the Securities Exchange Board of India, (Listing Obligations and Disclosure Requirements), 2015 during the year under review.

• The Audit Committee did not comprise of 2/3^rd of the members as Independent directors from 29.03.2026, as prescribed under Regulation 18(1 )(b) of the Securities Exchange Board of India, (Listing Obligations and Disclosure Requirements), 2015.

• The Nomination and Remuneration Committee did not comprise 2/3^rd of the members as Independent directors from 01.04.2025 to 13.05.2025 and from 29.03.2026, as prescribed under Regulation 19(1)(c) of the Securities Exchange Board of India, (Listing Obligations and Disclosure Requirements), 2015.

It is clarified as under:

CPCL being a Government Company under the administrative control of Ministry of Petroleum and Natural Gas, the power to appoint independent Directors including one Woman 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 including one-woman independent Director is under the consideration of Government of India. As and when independent Directors are appointed, the Audit Committee and Nomination & Remuneration Committee will be reconstituted in line with SEBI (LODR) 2015 and Companies Act 2013.

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 (9^th) was held on 25.03.2026, as per the provisions of the Companies Act 2013 and SEBI (LODR), 2015.

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 MSMEs

In line with the Public Procurement Policy of the Government of India, as amended, your Company is required to procure minimum 25% of the total procurement of Goods and Services from MSEs, out of which 4% is earmarked for procurements from MSEs owned by Reserved SC/ST entrepreneurs and 3% from MSEs owned by Women entrepreneurs.

The procurement from MSEs (excluding Crude Oil, Petroleum products, Gas, Power, Licensing fees, Proprietary items, Imports and single line items of value greater than ?50 Crore) during the financial years was as follows:

All the procurement targets earmarked under the Public Procurement Policy for Micro and Small Enterprises (MSEs) Order 2012 Government of India have been achieved by your Company as furnished in the above table.

Several initiatives were undertaken to identify the entrepreneurs for procurements of goods and services including from MSEs owned by Reserved SC/ST and Women entrepreneurs by way of conducting / participating the Vendor Development Programmes/Meets and Special Vendor Development Programmes for the Reserved SC/ST MSEs and Women owned MSEs. The procedures followed in CPCL including Purchase Preferences and benefits available to the MSEs are explained during these programmes/meets for their motivation and tender participation. 3 exclusive programmes conducted for Reserved SC/ST MSEs and 1 exclusive programme conducted for Women owned MSEs during the FY 2025-26 out of the total 11 programmes. Similarly, 4 exclusive programmes conducted for Reserved SC/ST MSEs and 2 exclusive programmes conducted for Women owned MSEs during the FY 2024-25 out of the total 13 programmes.

• CPCL has participated in "State Level Special Vendor Development Programme, For SC ST MSEs - Organized by National SC ST Hub Office, Chennai"

Scrap Sold:

During the year 2025-26, Scrap weighing 4,879.38 Metric Tons were sold through e-Auction fetching ?19.34 Crore Net Sale value to your Company.

TRADE RECEIVABLES E-DISCOUNTING SYSTEM (TReDS)

During the financial year 2025-26, your Company continued to leverage all five RBI-approved TReDS platforms to facilitate timely payments to MSME vendors through efficient trade receivables discounting mechanisms. The initiative enhances liquidity for MSMEs, provides access to multiple financing options and supports better working capital management.

During the year, 40 MSME vendor invoices amounting to ?8.50 Crore were processed through TReDS platforms within the stipulated timelines prescribed under the MSMED Act, reinforcing the Company's commitment towards prompt payment to MSME vendors and strengthening the MSME ecosystem.

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 ?23.67 crore. CPCL and Chevron hold 50% each in the share capital of IAL.

The Revenue from Operations of IAL is ?1387 crore during the year 2025-26, as against ?1308 crore in the previous year. The Profit after Tax for the year 2025-26 was at ?139.14 crore as against ?117.66 crore in the previous year. Dividend of ?294.75 per equity share (Face value ?10 per share) was recommended by the Board of IAL for the financial year 2025-26.

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 ?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:

Cauvery Basin Refinery & Petrochemicals Limited (CBRPL), a Joint Venture Company between IOCL, CPCL & other seed equity investors was incorporated on 06 January 2023, for implementing a new grassroot refinery of 9 MMTPA capacity with petrochemical facilities at Nagapattinam, Tamil Nadu. Subsequently, subscription amount toward initial share capital of ?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 October 2023, which marks a crucial step towards actualizing the project. The Rehabilitation & Resettlement (R&R) compensation for people affected by land acquisition was disbursed to Govt of Tamil Nadu in February 2026.

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.

Department of Investment and Public Asset Management (DIPAM) approval for the revised Capital structure was received on 25^th September 2024. DPE (Dept. of Public Enterprise), vide its OM dated 17^th September 2024, has waived the requirement of NITI Aayog's approval for establishing JVs and subsidiaries by Maharatna, Navratna & Mini-ratna CPSEs.

Petroleum and Explosives Safety Organisation (PESO) approval for construction was obtained on 4^th April 2024. Site enabling activities such as Construction Power and Construction Water works completed. Construction of boundary wall is in progress.

Reconfiguration of the Project is being undertaken to enhance petrochemical intensity.

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://www.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. 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

Your Company remains firmly committed to energy conservation across all areas of its operations. Operational performance of each unit is regularly reviewed, with continuous efforts directed towards improvement through the use of modern technologies and benchmarking against global standards. Throughout the year, multiple initiatives aimed at improving energy efficiency were carried out, delivering notable reductions in energy consumption along with corresponding financial gains.

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 Companies Act 2013 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 also exempted for 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 such other 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:

• Mr.S.G. Venkatesh was appointed as Director (Technical) effective 05.01.2026, Mr.H. Shankar, Managing Director was holding additional charge of the post of Director (Technical) till 04.01.2026.

• Mr. Ravi Kumar Rungta, Independent Director, ceased to be a director effective 28.03.2026.

• Dr. C.K. Shivanna, Independent Director, has ceased to be a director effective 28.03.2026.

• Mr. M. Annadurai, Executive Director & State Head Tamil Nadu, IOCL, has ceased to be a director effective 31.03.2026.

• Mr.V.C. Asokan, Executive Director (Tamil Nadu State office & Southern Region), IOCL, has been appointed as Nominee Director, IOCL on the Board of CPCL in place of Mr. M. Annadurai, effective 02.04.2026.

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 9th meeting of Independent Directors was held during the year on 25.03.2026 as per the provisions of the Companies Act, 2013 and SEBI (LODR), 2015.

BOARD MEETINGS

During the year, seven 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 LOANS / INVESTMENTS / GUARANTEES

Your Company has not provided Loans/Guarantees/Security to any person, body corporate or joint venture during the FY 2025-26.

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, 2026, 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 2026, 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 of all applicable laws and such systems are adequate and operating effectively.

RIGHT TO INFORMATION (RTI)

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 134 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 in the Company.

The Official Language Implementation Committee meeting of your Company were conducted every quarter under the Chairmanship of the Managing Director to review the progressive use of Hindi in the Company.

During the year, Hindi classes were conducted for the benefit of employees at the Refinery and Hindi Workshops on the Official Language Policy of the Government of India and its implementation and on Spoken Hindi were conducted for employees.

Your Company received Second Prize for excellent work in the implementation of Official Language for the year 2024-25 from the Chairman, TOLIC (PSU) Chennai at a function organized in Chennai on 28.07.2025.

Your Company sponsored the 16^th Half Yearly Meeting of Town Official Language Implementation Committee for Member Offices under the aegis of TOLIC PSU (Chennai) on 28.07.2025.

Your Company celebrated Hindi Fortnight from 15.09.2025 to 29.09.2025 in compliance with the Official Language Policy of the Government of India. Hindi Calligraphy, Hindi Drama, Hindi Quiz, Hindi Debate, Hindi Reading, Hindi Antyakshari, Hindi Singing and Hindi Essay competitions were organized for employees, their spouse and children on this occasion

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 were 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 2025-26.

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 2025-26.

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. Ravi Kumar Rungta, Dr. C.K. Shivanna and Mr. M. Annadurai during their tenure on the Board.