The Board of Directors of your Company are pleased to present 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 on the affairs of the Company for the Financial Year 2025-26 as under:

Financial Performance

The Standalone & Consolidated financial highlights for the year ended 31/03/2026 are summarized below:

Your Company achieved a revenue from operation of ^1,05,155/- Crore during the Financial Year 2025-26 as against
?1,09,280/- Crore during the Financial Year 2024-25. The Company earned profit of ? 1,931 Crore (Profit After Tax) during
the Financial Year 2025-26 as against profit of ?51 Crore during the Financial Year 2024-25. The Gross Refining Margin
(GRM) for Financial Year 2025-26 was US$ 9.22/bbl as against US$ 4.45/bbl during the Financial Year 2024-25.

OPERATIONAL PERFORMANCE FOR FY 2025-26

Some of the major Highlights for the year 2025-26 are as under:

© Highest ever Very Large Crude Carrier (VLCC) handled during the year FY 2025-26 (13 Nos) (Previous best was 09
No's during FY 2024-25)

© MRPL Signed deal with ISPRL to Lease / Rent of Oil Storage Capacity at ISPRL SPR Underground Rock Cavern at
Mangalore (760 TMT / 5.586 MMBBLs) during the Year.

© Highest-ever quarterly crude throughput recorded at 4.56 MMT during Q3 of FY 2025-26. (Previous best was 4.54
MMT in Q3 FY 2024-25)

© Phase-II Refinery M&I shutdown and Catalyst replacement in CHTU Unit was carried out during May-June-2025

© Highest-ever HSD Production of 6.78 MMT recorded during FY2025-26. (Previous best was 6.68 MMT during FY
2024-25.)

© Highest-ever Xylol Production of 34.3 TMT recorded during FY2025-26. (Previous best was 23.91 TMT during FY
2024-25.)

© Highest-ever Toluene Production of 4.4 TMT recorded during FY2025-26. (Previous best was 0.78 TMT during FY
2024-25.)

© Highest-ever MTO (Mineral Turpentine oil) Production of 21 TMT recorded during FY2025-26. (Previous best was
5.9 TMT during FY 2024-25.)

New Crude processed During FY 2025-26.

© HOUT from Neutral Zone, (API~ 32.5) in Sept 2025.

© Sarir Mesla Crude from Libya, (API~ 37.24) in Oct 2025.

© Gindungo Crude Oil from Angola, (API~ 32.71) in Jan 2026.

© Mostarda Crude Oil from Angola, (API~ 28.30) in Feb 2026.

Physical Performance - Production, Sales and Dispatches

© Highest-ever High Speed Diesel (HSD) Euro VI Domestic Dispatch of 572 TMT from refinery achieved during Nov-
25. (Previous best was 535 TMT in Dec-20)

© Highest-ever MS Euro VI Domestic Dispatch of 221 TMT from refinery achieved during Nov-25. (Previous best was
215 TMT in Nov-23)

© Highest-ever product export of 723.2 TMT achieved during Sep-25 (Previous highest was 668.7 TMT).

MARKETING AND BUSINESS DEVELOPMENT

© During the Financial Year 2025-26, your Company maintained its dominant position in the institutional business
segment of the Petroleum and Petrochemicals products market across Karnataka and adjoining States by leveraging
its strong market presence, customer-centric approach and focus on operational efficiency. The Company remains
focused on strengthening its market position through enhanced customer engagement, consistent supply of
high-quality products and reliable services.

© Strengthening Retail Presence

In line with the Company's strategic objective of strengthening its retail presence and enhancing market
penetration across southern India, focused efforts were undertaken during the Financial Year 2025-26 towards
expansion of the HiQ retail network. The Company continued to pursue a customer-centric retail growth strategy
aimed at improving accessibility, enhancing brand visibility and delivering superior fuel and allied services to retail
consumers.

© In line with Company's commitment to provide high-quality products and efficient customer service through
modern retail infrastructure during the year, your Company has successfully commissioned 85 HiQ outlets
across key strategic locations during the Financial year 2025-26, thereby further augmenting its retail network.
The expansion initiative was driven by careful market assessment of emerging demand potential.

© As on 31^st March 2026, the total number of fully operational HiQ outlets stood at 252, demonstrating Company's

sustained commitment towards building a robust retailing network to support long-term business growth and
improve customer outreach.

© The Company's successful entry into the state of Andhra Pradesh marked a significant milestone in its geographical

retail expansion strategy. Several HiQ outlets in Andhra Pradesh are presently at various stages of construction
and commissioning, and these are expected to further strengthen the Company's retail presence in this region.
The entry into this market reflects the Company's continued focus on broadening its retail footprint, leveraging
emerging growth opportunities in high-potential regions.

© Strengthening downstream marketing infrastructure

During the Financial Year 2025-26, your Company has taken various key steps to strengthen its downstream
marketing infrastructure to support the planned expansion of retail network. Depot facilities at Hosur (Tamilnadu),
Hindupur (Andhra-Pradesh) and Kasaragod (Kerala) were upgraded and modernised to enhance operational
efficiency, supply reliability and improved distribution capabilities across the distribution network. Further, the
Company commenced operations at third-party terminals in Mangalore (Karnataka) and Ennore (Tamilnadu)
under an asset-light model, enabling wider market reach, optimized capital deployment and greater operational
flexibility to support sustained business growth.

© Dispatch of Auto fuels and ATF

During the Financial Year 2025-26, your Company achieved a record dispatch of 4.07 Million Metric Tonnes
(MMT) of auto fuels and ATF through the Petronet MHB Limited (PMHBL) pipeline in Karnataka. This represents
the highest-ever dispatch volume achieved by the Company through this pipeline system and underscores the
growing strength of the Company's fuel marketing business in the state.

© During the Financial Year 2025-26, your Company expanded its polypropylene warehousing infrastructure
in Gujarat and Madhya Pradesh to strengthen its market presence and enhance supply chain efficiency. The
expanded warehousing capacity is expected to further improve product availability, optimize distribution logistics
and support business growth.

© Growth in ATF Segment

Your Company's joint venture M/s Shell MRPL Aviation Fuel and Services Limited (SMAFSL) continued its steady
performance in ATF segment, expanding its market share across several airports in south India. SMAFSL achieved
a turnover of ?2706 Crore during Financial Year 2025-26, a growth of 6.15% over the previous year's turnover
underscoring the increasing trust placed in the JV by the aviation sector and the successful collaborative efforts of
the JV partners.

RECOGNITIONS:

© FIPI Awards 2025 - MRPL wins Innovator of the Year (Team) award during IEW 2025.

© MRPL won the Innovation Award 2024-25 at the 28^th Energy Technology Meet held in Hyderabad for its excellence
in R&D innovation. This marks the fourth consecutive year that MRPL has received this prestigious recognition.

© MRPL won an Award at FKCCI India CSR Sustainability conference.

© MRPL won the Karnataka Best Employer Brand Award 2025.

© MRPL shined at the PRCI Excellence Awards 2025, securing an impressive total of 11 awards at Goa.

© MRPL received Mahatma Award for HR Excellence.

© MRPL wins 19^th Exceed Environment Award 2025 for its advancements in waste management, air quality, and
water conservation.

© MRPL Honoured with Rajbhasha Award at the International Hindi Conference 2025.

© MRPL received the 24^th Global Greentech Environment and Sustainability Award 2025.

© MRPL Bagged "Largest Cargo Handling Stakeholder" Award for Financial Year 2024-25 from NMPA.

© MRPL won the HR Digitization Award at the HR Distinction Awards - South, Organized by the HR Association of

India.

© MRPL won the Journal of Supply Chain Excellency Award at India Supply Chain Summit 2025.

© MRPL won the NSC Safety Awards 2025 in the Manufacturing Sector (Oil & Gas category), underscoring its strong

commitment to workplace safety and operational excellence.

© MRPL Aromatic Complex was awarded Prashansa Patra Safety Awards 2025 from National Safety Council, Mumbai-
under Group "A" (Petroleum refineries, gas processing units and petro-chemical complexes).

© MRPL was awarded the 'Global Sustainable Energy Transition Company of the Year 2025' at the GEEF Global
Sustainability Awards 2025.

PROCUREMENT OF GOODS AND SERVICES FROM MSMEs1. Procurement Details

© In Financial Year 2025-26, MRPL has carried out total eligible procurement to the tune of ?3381Crores, out of
which ?1375 Crores was through GeM, which is 41% of the total procurement during the year.

2. Procurement from MSEs

© In line with the Public Procurement Policy, 2012 issued by the Ministry of Micro, Small and Medium Enterprises,
MRPL has achieved 51% procurement (?1120 crore) from Micro and Small Enterprises (MSMEs), against target
of 25%.

© With respect to sub-targets:

♦ Procurement from MSEs owned by SC/ST entrepreneurs stands at 1% (?22.3 crore), against a target of 4%.
This shortfall is primarily due to a limited vendor base and lower participation of SC/ST MSE vendors in
product and service categories relevant to MRPL's operations.

♦ Procurement from MSEs owned by women entrepreneurs has reached 5.6% (?122.4 crore), surpassing
the target of 3%.

Continuous efforts are being put to increase the above figures.

Note: These figures exclude items beyond the scope of MSEparticipation (OEM spares, OEM services, proprietary items
and services, and plant & machinery where the single item value is equal to or exceeds T50 crore).

Details to Payment to MSE Vendors

Timely payments to all MSE Vendor for the year FY 2025-26 have been made, with in 45 days on receipt of Invoice
complete in all respects.

The following are information regarding the same

3. Registration on TReDS

© TReDS is an institutional mechanism set up by the Reserve Bank of India to facilitate the trade receivable
financing of Micro, Small and Medium Enterprises.

© MRPL is registered with all operating TReDS portals:

♦ Receivable Exchange of India Limited (RXIL) on boarded on 20.10.2018

♦ Mynd Solutions Pvt Ltd (M1Xchange) on boarded on 04.07.2019

♦ A. Treds Ltd (Invoice mart) on boarded on 29.11.2018

♦ C2treds on boarded on 26.02.2025

♦ Domestic Trade Exchange Ltd (DTX) on boarded on 25.03.2025

4. Vendor Meets

© MRPL has organized three vendor meets, during the year.

♦ State-Level Special Vendor Development Program (SVDP) organized jointly with Dalit Indian Chamber of
Commerce and Industry (DICCI) and National SC/ST Hub (NSSH)

♦ MSE SC/ST Vendor Development Programme

♦ Annual Vendor Meet during Vigilance awareness week.

© MRPL has also participated in seven MSME Conclaves, Vendor development programmes and exhibitions
during the Financial Year 2025-26, which includes:-

♦ MSME Conclave 2025 at Bangalore organised by Federation of Karnataka Chamber of Commerce (FKCCI).

♦ MSME Vendor Development Program cum exhibition organized by MSME Development and Facilitation
office (MSME -DFO), Bangalore.

♦ Vendor Development Programme and Industrial Exhibition in association with MSME Development
and Facilitation Centre, KCCI, District Industries Centre, Government of Karnataka, Kanara Chamber of
commerce and Industry and Kanara Industries association, Baikampady, Mangalore.

♦ Sponsored and participated in MPC-Rotary Coastal MSME Start up Conclave-2025, MSME

♦ Special Vendor Development Programme conducted by National SC/ST Hub (NSSH), Bangalore,

♦ Vendor Development Programme organized by the District Industries Office (DIC), Mangalore

♦ Vendor Development Programme organized by the Peenya Industrial association (PIA), Bangalore.

5. Digitisation activities in Procurement and Inventory management

© Digital initiatives have been undertaken to enhance process efficiency, transparency, and data-driven
decision-making across procurement and inventory functions. These initiatives focus on end-to-end process
digitization, standardization, and improved visibility through system-driven solutions. The key initiatives are
outlined below:

g Completed Initiatives

♦ PR to PO Cycle: End-to-end digitization of the procurement cycle from Purchase Requisition to Purchase
Order, enabling streamlined approvals, improved tracking, and enhanced transparency.

♦ Vendor Invoice Management System: Implementation of a digital invoice processing system for digital
invoice submission, validation, and approvals, resulting in faster processing and reduced manual
intervention.

♦ Procurement Dashboard: Implementation of Procurement Dashboard offering visibility into trends and
key performance metrics related to procurement activities. Enhances monitoring, transparency, and
data-driven decision-making.

g Ongoing Initiatives

♦ EMD Portal: Development of a digital platform for Earnest Money Deposit (EMD) management to
streamline submission, tracking and reconciliation processes.

♦ Inventory Dashboard: Creation of an interactive dashboard to provide visibility into inventory levels, stock
movements and key performance indicators.

♦ Digitization of Disposal Process: Digitization of the end-to-end process from CADA/DAN generation to
disposal of scrap, aimed at improving traceability, control and process efficiency.

♦ Use of AI in Procurement and Inventory Management: Adoption of AI technologies to enable advanced
analytics, automate data processing, and improve efficiency in areas such as procurement and decision¬
making.

6. Utilisation of Forward Auction facility of GeM Portal for scrap disposal

g MRPL has effectively utilized the GeM Forward Auction facility as a robust, transparent, and Government-
compliant mechanism for disposal of scrap materials. MRPL has successfully conducted two forward auctions
through the GeM portal for disposal of scrap. The auctions attracted participation from reputed recyclers and
traders ensuring market-driven price discovery for diverse categories of scrap such as E-waste and Mixed
Metal Scrap.

g Conducting scrap disposal through GeM Forward Auction ensures full compliance with Government
guidelines, complete transparency in the disposal process, and eliminates any discretion at the field level,
thereby upholding the principles of integrity and accountability.

7. ISO37001-2025 Implementation

g MRPL is in the process of implementing ISO 37001:2025 - Anti-Bribery Management System (ABMS) with focus
on preventing, detecting, addressing bribery by prohibiting personnel from giving, receiving, or facilitating
bribes or unethical gifts, both directly and through third parties. This certification will ensure that MRPL meets
international standards for preventing bribery, reinforcing its commitment to ethical business practices.

8. IEM Review Meetings

g During the year, four quarterly IEM review meetings with Materials department and two-structured half-yearly
review meeting with Top Management were held. During the year, three complaints were forwarded by IEMs
for which replies were submitted for their perusal.

PROJECTS

g Laying of New treated water Line from MRPL Effluent Treatment Plants 1&2 to APMC point

The project is of laying 5.2 Kms of New treated water HDPE Line from MRPL Effluent Treatment Plants 1&2. This
project has been implemented with M/s Mecon Ltd. as the Project Management Consultant at an approved Project
cost of ? 57 Crores. Mechanical Completion of the project was achieved in Jan 2026.
g Iso Butyl Benzene

Iso-Butyl Benzene (IBB) is widely used in the industrial manufacture of ibuprofen, an analgesic, anti-inflammatory,
over the counter painkiller. Proof-of-concept R&D and mini-pilot studies have already been completed by MRPL in
collaboration with CSIR-NCL on IBB manufacturing process technology. The process technology has been patented
and MRPL owns the 100% IP. MRPL has set up the IBB demo plant of 200 TPA capacity from captive raw material
streams. Mechanical completion has been achieved in December 2025 and the unit is under commissioning.
Approved Project Cost is ?69 Crore.

g Development of Security Infrastructure Facilities at various Gates of MRPL

Security infrastructure upgrades at MRPL gates are being implemented as per OSIPP guidelines and

recommendations from the Intelligence Bureau and CISF. This new security infrastructure has strengthened
security of the refinery. The works are completed by May 2026. Approved Project cost is ?103.20 Crore.
g Power System Upgradation Project

The project envisages enhancement of grid connectivity and refinery system upgradation which includes
implementation of Grid connectivity at 220 / 33 KV level to refinery and grid connectivity at 110/33 KV to Aromatics,
Refinery electrical system upgradation, Steam turbo-generator and Cooling water system modifications and
Integrated Load-shedding system along with other enabling activities. While major activities of the project are
completed, the balance activities are targeted for Mechanical completion by September-2026. Project approved
cost is ? 385 crores.

g Demo Bio-ATF Project of 20 KLPD capacity

As a part of United Nations plan to offset aviation emissions, carbon offsetting and reduction scheme for
international aviation CORSIA is being implemented to address any annual increase in CO2 emissions from
international civil aviation above 2020 levels. India will be participating in the second phase of CORSIA from 2027
onwards during which BIO ATF (also known as sustainable Aviation fuel) is required to be blended with crude
oil based jet fuel so as to reduce net CO2 emissions. As per directions of MoPNG, MRPL is setting up 20KLPD
demo bio-ATF plant integrated with the refinery. The Project approved cost is ? 364 crores. Targeted Mechanical
completion is January 2027.

g Rerouting of Aromatic Complex Pipelines From Jetty13 To Jetty10/11

The project envisages Re-routing of the Aromatic complex products & feed cross country pipelines 18" Para xylene,
16" Benzene & 18" Naphtha from present Jetty 13 to Jetty 10&11. Targeted Mechanical completion is July 2026. The
approved cost of the Project is ?114 Crore.

g Replacement of 20" Fuel Oil (FO) Line From Refinery To Jetty Area with a new Above-Ground pipeline

The project envisages laying a new 20" FO export line as replacement of existing line from refinery to NMPA.
Targeted Mechanical completion is August 2026. The approved cost of the project is ?112 Crore.
g Inlet Receiving Tanks and associated facilities in WWTP-1/2

The project involves constructing three new Carbon Steel Epoxy Painted (CSEP) Inlet Receiving Tanks (IRTs) for
WWTP-I & II to replace existing open equalization ponds, improving handling of shock loads and oil recovery. The
facilities will treat oily wastewater from various refinery sources. The approved cost of the project is ?103 Crore.
Targeted mechanical completion is October 2026.
g Green Hydrogen Plant of 500 TPA

The National Green Hydrogen Mission was approved by the Govt. of India in Jan 2023. Green Hydrogen is
identified by the Government as an important decarbonizing vector. Accordingly, MRPL is setting up a 500 TPA
Green Hydrogen Plant at an approved cost of ?56 Crore. The unit is targeted to be completed by March 2027.
g Drive Conversion of Turbines

The project is initiated to convert three (3) nos. of Drive Turbines of compressors in the process units. The project is
envisaged to reduce steam consumption in Refinery and to use imported Grid power, resulting in energy savings
due to fuel and make up water savings. The approved project cost is ?206 Crore. M/s Mecon is the consultant for
the project. The conversion will be executed during the planned shutdown in Sept 2028.

DEVELOPMENT OF INFORMATION TECHNOLOGY, SOFTWARE, HARDWARE ETC
g IT initiatives - Digital transformation:

In an increasingly technology-driven business landscape, digital transformation continues to be a strategic
imperative for sustaining growth, resilience, and competitive advantage. Our organization remains committed to
leveraging emerging technologies to enhance business agility, drive operational excellence, and deliver superior
stakeholder value. Through sustained investments in modern digital capabilities and a strong focus on innovation,
we are embedding technology deeper into our enterprise-wide processes.
g Enterprise Data Platform

During the year, a key area of focus has been the development and implementation of an Enterprise Data Platform
(EDP) complemented by advanced analytics capabilities. This initiative marks a significant step towards becoming
a data-driven organization. The platform enables seamless aggregation of data from multiple business systems
into a unified and scalable architecture, thereby establishing a single source of truth for enterprise data. Leveraging
advanced analytics tools, we are enhancing our ability to generate actionable insights, improve forecasting
accuracy, and support data-backed decision-making across functions. This initiative also lays the groundwork

for future adoption of predictive and prescriptive analytics, further strengthening our strategic and operational
capabilities.

g Digital Procurement Portal

In addition, we have introduced a Digital Procurement Portal to enable end-to-end digitization of the procurement
lifecycle. This platform facilitates the entire process starting from purchase requisition through approvals to
the placement of purchase orders. The system incorporates defined workflows, role-based access controls, and
comprehensive document management, ensuring transparency, traceability, and process standardization.
Complementing this, a Vendor Invoice Management System has been implemented to streamline invoice
submission, validation, and processing. The solution enables digital capture and verification of invoices, reduces
manual intervention, improves processing timelines, and enhances accuracy and audit readiness in financial
operations.
g Cybersecurity

We have significantly strengthened our cybersecurity posture by adopting modern technologies and enhancing
our security framework. To protect sensitive information and maintain stakeholder trust, we have implemented
advanced security controls with continuous monitoring and proactive threat detection, ensuring the confidentiality,
integrity, and availability of our data.
g Information Security Management System

Our Information Security Management System (ISMS) has been upgraded in alignment with ISO/IEC 27001:2022
through comprehensive policy reviews and updates. In addition, we have initiated steps toward compliance with
the Digital Personal Data Protection Act and are progressing to meet regulatory requirements within the defined
timelines.

These initiatives collectively reinforce our commitment to robust risk management, regulatory compliance, and
the protection of organizational assets.
g Artificial Intelligence and Machine Learning

Our progress in the domain of Artificial Intelligence and Machine Learning has continued to gather momentum.
Building upon prior initiatives, we have further advanced the integration of AI/ML-driven solutions into select
business processes, enabling enhanced automation, improved data interpretation, and efficient handling of large
and complex datasets. These capabilities are supporting better decision-making and unlocking new avenues for
operational optimization.

In addition to the real-time optimization and AI/ML initiatives implemented in previous years, MRPL is working on
Agentic AI frameworks to further strengthen equipment reliability through intelligent monitoring and decision
support. RPA-based solutions are also being developed to streamline routine operational workflows and improve
efficiency. In parallel, flare monitoring and analytics have been implemented to enhance visibility, enable root
cause identification, and support improved energy and environmental performance.
g Collectively, these initiatives reflect our sustained commitment to building a robust, secure, and future-ready digital

ecosystem. By focusing on data-driven transformation, strengthening cybersecurity resilience, and expanding
the adoption of intelligent technologies, we are well-positioned to navigate evolving business challenges and
capitalize on emerging opportunities in the digital era.

SECRETARIAL STANDARDS

The Secretarial Auditor appointed by the Board for the Financial Year 2025-26 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 2025-26.

HEALTH, SAFETY & ENVIRONMENT PERFORMANCE
Occupational Health

1. Health

g Mangalore Refinery and Petrochemicals Limited (MRPL) has built a robust and forward-looking healthcare
system, placing employee well-being, safety, and compliance at the core of its operations. Designed to serve
employees, their families, and the secondary workforce, MRPL's healthcare framework is both preventive and
responsive aligning with statutory requirements, national and global best practices.
g The company operates three Occupational Health Centers (OHCs) and a Hospital, which comply fully with
the Factories Act, 1948, the Karnataka Factory Rules 1969, and relevant international occupational health
standards. These centers are equipped to handle first aid, emergency care, routine health monitoring, and

occupational surveillance, and are staffed by trained healthcare professionals.

© To ensure state-of-the-art medical care and rapid emergency response, MRPL has invested in medical
technology and facility modernization which includes,

♦ Emergency Response: Procured 12 number's Automated External Defibrillators (AEDs) across the Refinery,
to ensure immediate intervention during cardiac emergencies.

♦ Diagnostic Advancements:

• Procured fully digitalized X-ray Machine to improve imaging precision and reduce processing time.

• Installation of an Advanced ECG Machine and Cardiac Monitor for superior heart health monitoring.

• Procurement of a Body Fat Analyzer for the MRPL Hospital to support specialized nutritional and
fitness counseling.

© Major Health Initiatives & Outreach programs like Yoga sessions, Menstrual hygiene awareness, Retinopathy
Screening, Blood Donation Camp, Bone Mineral Density Camp, Pulse Polio Drive, Cardiac awareness to
Employees, Dependents, secondary work force, Sanitary workers and School Children.

© Conducted medical examination for 2475 employees as per plan with additional medical tests for 810
employees above the age of 45 Years.

© Specialized Training & Occupational Safety: Throughout the year, the medical team prioritized "hands-on"
training to ensure the workforce is equipped for site-specific risks which includes:-

♦ Emergency Life Support: Multiple sessions conducted on Cardiopulmonary Resuscitation (CPR), and use
of the new AEDs, First Aid for gas inhalation and snake bites

♦ First Aid training for Apprentices.

♦ Health & Hygiene training for Refinery Canteen staff.

♦ Snakebite awareness for DPS School students.

♦ Mental Health & Women's Wellness for women employees & CISF staff

© Refinery Shut down Support: Successfully managed and executed seamless Medical Checkup for over 10,000
personnel attending for the refinery shutdown activities.

2. Fire & Safety

© MRPL achieved 262 days for Refinery and 3808 days for Aromatic Complex without Reportable Lost Time
Injuries (RLTI).

© Pre-Commissioning Safety Audit of the Iso Butyl Benzene (IBB) Unit at the Refinery Complex was carried out
by Oil Industry Safety Directorate.

© Organizational HSE audit was carried out by the Oil Industry Safety Directorate (OISD).

© Safety Perception Survey was carried out at Refinery & Aromatics complex.

© One Internal Safety Audit was conducted to check the efficacy of HSE (Health, Safety and Environment)
Management System against the plan of one audit.

© 135 mock drills were conducted on the scenarios envisaged in Emergency Response Plans and Disaster

Management Plans, against plan of 108 mockdrills.

© Fire and Safety Refresher Training was imparted to all eligible employees against the plan of 2290 nos.

© 4 nos. of Apex Level Central safety committee meeting were conducted to review accidents, near misses,
investigation outcomes and implement corrective actions to prevent recurrence, against the plan of 4 nos. of
meetings.

3. Environment

© Consent for Operation (CFO) and Hazardous Waste Authorization (HWA) renewal have been obtained from the
Karnataka State Pollution Control Board (KSPCB), for the following facilities,

♦ Sarapdy Pumping Station at Bantwal Dakshina Kannada District

♦ Treated trade effluent Pumping Station at APMC yard Baikampady, Mangalore

♦ SPM Booster Pumping Station at Tannirbavi, Mangalore.

© Consent for Establishment (CFE) has been obtained from KSPCB for Bio-ATF and Green Hydrogen projects.

© Online data integration from stacks and ETP analyzers has been carried out with CPCB new portal using
Internet of Things (IoT). This ensures secure, transparent, and real-time compliance reporting.

© Extended Producer Responsibility (EPR) obligation for FY 2025-26 has been achieved with 2145 MT of plastic
packaging material processed, as per Plastic Waste Management Rule 2016.

© Waste Management: MRPL has a robust waste management system that includes recycling, reuse, and the
responsible disposal of hazardous waste. Hazardous waste is co-processed in cement industries, where it
is used as an alternative source of energy. Spent catalysts are recycled through SPCB-authorized recyclers,
enabling the recovery of precious metals. Oily sludge generated in the ETP is reused in the DCU unit as an
effective method of waste reduction.

© Organic manure produced from Vermicomposting units.

© 10,191 numbers of tree saplings planted and 5059 numbers of tree saplings distributed as a part of "Ek ped,

maa ke naam" plantation drive.

4. Sustainability Initiatives

Some of the key sustainability initiatives your Company has undertaken in the Financial Year 2025-26 are:

© Net Zero

MRPL has established a NetZero target for Scope 1 and Scope 2 emissions by 2038. A comprehensive Net Zero
strategy and implementation roadmap has been developed to drive emissions reduction across the short,
medium, and long term. Key de-carbonization levers identified include energy efficiency initiatives, electrical
heat tracing, drive electrification, adoption of renewable energy, alternate fuel co-firing, deployment of
electric boilers, and Carbon Capture, Utilization, and Storage (CCUS).

© Renewable Energy

MRPL have continued to produce renewable energy sources like solar power to reduce our carbon footprint.
During, Financial Year 2025-26, renewable energy generated by MRPL is 34,640 GJ and Renewable energy
consumed by the company is 7,56,248 GJ.

© Energy efficiency

MRPL has achieved a total fuel savings of 43,436 MTOE energy through efficiency improvement measures.

© Water conservation

Treated city sewage water, desalinated water and treated effluent water from Waste-Water Treatment plants
(WWTP) are being utilized in the Refinery operations as sustainable water resources.

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. It is
also extended to other districts of the State and outside 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 based on the requirements. The CSR & SD Committee continues to
evaluate the existing CSR strategy and bring about necessary changes in its implementation methods.

Major CSR Initiatives undertaken during the year:¬
© Construction of class rooms, toilet blocks in Schools and Colleges
© Construction of Anganwadi Centres

© Procurement of CB-NAAT machines for Govt. hospitals in various districts in support of eradication of Tuberculosis

(TB)

© Infrastructure facility including medical equipment / physiotherapy equipment to Primary Health Centres,
Hospitals etc.

© Millets distribution for HIV inmates, Orphans and Senior Citizens homes in Dakshina Kannada, Udupi & Kasaragod
Dist.

© Organised Free Artificial Limb camp and distributed motorised tricycle to persons with disability in Dakshina
Kannada District.

© Financial support for Basic infrastructure facility for the SC & ST hostels of Dakshina Kannada District.

© Provided drinking water purifiers to Anganwadi Centres & other various Schools, Colleges of Dakshina Kannada
District.

© Financial support for Palliative care centre for terminally ill cancer patients and mobile cancer screening unit.

© Financial support to Pilikula Development Authority (PDA) for establishing Prof. U R. Rao Astronomy and Space

Science Gallery at Pilikula, Mangalore

© Installation of heating system at Army Goodwill Public School Pahalgam, Anantanag (Jammu & Kashmir).

The CSR budget of MRPL for Financial Year 2025-26 was ?65.42 Crore and the entire amount has been committed to
various CSR initiatives in Financial Year 2025-26. MRPL has identified education, healthcare, sanitation, environmental
sustainability and empowerment of women & weaker section, 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: Supported construction and renovation of class rooms in various schools including
anganwadis centres. Provided financial support for distribution of uniform and note books to the students of
nearby schools, carried out disbursement of scholarship. Provided infrastructure facilities like benches, desks,
lab equipment's, computers, sport items and pure drinking water units to schools and colleges in Karnataka.
Supported for improving basic facilities of SC & ST hostels of Dakshina Kannada District. Supported Installation of
heating system at Army Goodwill Public School Pahalgam, Anantanag (Jammu & Kashmir).

2. Arogya Samrakshan: Supported construction of girls and boys toilets in Schools and public places. Provided
financial support for procurement of CB-NAAT machines for Govt. hospitals for TB eradication program in Dakshina
Kannada, Hassan, Chikkamagaluru, Kodagu, Raichur, Yadagiri Districts. The Company has been conducting free
Artificial Limb camps every year for the benefit of persons with disability. Other major projects include support
for Dialysis wing at Govt. Wenlock Hospital Mangaluru, Construction of Day care centre for Endosulfan victims at
Kokkada, Medical equipment's for Hospital at Ponnampet, Kodagu, providing HFO Ventilator for Raichur Institute
of Medical Sciences, Raichur, Medical equipment for Govt. Public Hospital Puttur, Digital x-ray machine for Primary
Health Centre, Shirva etc. Supported procurement of water purifier & sanitary napkin burner for Dr Ambedkar Post
Matric Girls hostel at Kodialbail, Mangaluru, and provided water coolers to various Anganwadi Centres in Dakshina
Kannada district.

3. Bahujan Samrakshan: Repair and renovation of Dr. B.R Ambedkar Bhavan, Kenjar, Ambedkar Nagar, Mangaluru,
Construction of De-Addiction Centre at Bachalike, Kasaragod Dist, Kerala, Construction of old age home at Vittal,
Dakshina Kannada, Basic facility for Working Women's Hostel in Konchady and Kankanady, Mangaluru, Sabha
Bhavana for Fishermen Association Chitrapura, Mangaluru, Construction of Mugera Samudaaya Bhavan including
toilet blocks at Kulai Hosabettu, Mangaluru, Construction of Koraga Community Hall (Scheduled Tribe) at Derebail
village Kodikal, Mangaluru, Renovation and repair of existing building of Karavali Women Writers and Readers
Association (Lekhakiyara mattu Vachakiyara Sangha), Mangaluru etc.

4. Prakruti Samrakshan: Provided financial support for procurement of Ambulance for animals to Animal Care Trust,
Mangalore and Construction of shed at Asare Animal Trust, Kadambodi, Development of old lake in Moodubidire,
Solar lighting and solar water heater & Generator for Bairampally Grama Panchayat, Harikhandige, Udupi district.

5. Sanskrithi Samrakshan: Promoting local art and culture by improving the infrastructure facilities including
construction of Training Centre for Banjara Kasuti Organisation at Mugalkod Matt, Vijaipur, Improvement of
infrastructure at Dr. Shivram Karantha Theme Park at Kota, Udupi. Construction of art Centre to promote Handicraft
art of Lambani community at Attikatti Gadag district, Financial Support for providing solar system for Shiribagilu
Venkappaya Samskrithika Prathistana (R), Shiribagilu, Kasaragod.

Aspirational District Projects

MRPL has taken up various project to support Aspirational Districts in 2025-26:¬
© Procurement of water purifier unit in Yadgir.

© Financial support for construction and renovation of public toilets in Raichur dist.

© Financial Support for procurement of CB-NAAT machines for Govt. hospitals in Raichur and Yadgir districts for TB
eradication program.

© Providing HFO Ventilator at SNCU, Raichur Institute of Medical Sciences, Raichur.

© Financial Support for affordable nutritious food produced by women Self Help Groups (SHG) in Yadgir district.

© Repair & Renovation of class room & basic facility for Upgraded Govt. Higher Primary School Hunasihalahuda,
Raichur district.

© Construction of toilet block, basic facility and renovation of class room for Govt. High School Gunjahalli, Raichur
district.

CSR & SD Policy

The Corporate Social Responsibility & Sustainable Development Policy may be accessed on the Company's website at

https://admin.mrpl.co.in/img/UploadedFiles/CSR/Files/English/CSR SD POLICY.pdf

The Annual report on CSR activities for Financial Year 2025-26 is annexed herewith as 'Annexure-A'.

ANNUAL REPORT OF CONSOLIDATED FINANCIAL STATEMENT

The Audited Consolidated financial statements for the year ended 31^st March, 2026, 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)

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 2025-26 in the Statement
of Profit & Loss as at March 31, 2026, hence no amount has been transferred to General Reserve during Financial Year
2025-26.

DIVIDEND

The Board has declared Interim dividend at the rate ?4/- on fully paid up equity shares of ?10/- each i.e. @ 40% for the
Financial Year 2025-26 and the same is approved as the Final dividend for the Financial Year ended March 31,2026. 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/Statutorv%20Disclosures/Dividend%20Distribution%20Policv 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 Financial Year 2025-26 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 Financial Year 2025-26. The Issued, Subscribed and Paid up Equity Share
Capital of your Company as on 31/03/2026 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 Financial Year 2025-26.

DISCLOSURE OF ACCOUNTING TREATMENT

In the preparation of Annual Financial Statements for the year ended March 31, 2026, 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

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

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
g Compensation & Welfare Benefits:

MRPL 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 Employees, a long term settlement
is arrived at through collective bargaining process with the recognized Union, 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.
g Maternity Benefits:

Maternity benefit in India is governed by the Maternity Benefit Act, 1961 that applies to MRPL. The Act is a social
welfare legislation aimed at protecting the rights of working women during maternity. The Act provides for
maternity benefits, including paid leave, medical bonuses, and protection from dismissal.

At Mangalore Refinery and Petrochemicals Limited, it is ensured that all eligible women employees get timely
payment of all maternity benefits as specified in the act. In the Financial Year 2025-26, ten women employees have
availed Benefit under the Act.
g 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 in the year 2025-26.

MRPL believes in maintaining healthy, harmonious and productive Industrial Relations. Standing Orders (Non¬
Management 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.
g Recruitment:

During the Financial Year 2025-26, company has recruited 01 employee (appointment under compassionate
ground) (woman employee).

Total number of employees and number of SC/ST, Male/Female, physically challenged employees as on 31/03/2026
are as under:

g 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 justifiable
redressal of issues & concerns timely. The Grievance Redressal System (GRS), an online platform for submission of
individual grievances, has been developed and implemented to provide employees with easy access and seamless
tracking of their grievance status. Further Collectives and Officers associations are engaged at every stage to
discuss and negotiate policy issues and address concerns. There are dedicated Grievance mechanism for SC, ST
and PwBD employees.
g Diversity and Inclusion:

MRPL is committed to fostering a diverse and inclusive work environment where all employees, irrespective of
their roles or backgrounds, feel equally valued, engaged, and supported across all aspects of the workplace.
At MRPL, Diversity and Inclusion (D&I) extend beyond policies, programmes, or numerical representation. The
Company maintains a zero-tolerance approach towards any form of discrimination and firmly believes that an
inclusive workplace significantly enhances employee trust, engagement, and organizational agility.

MRPL also provides the necessary facilities and infrastructure to support Persons with Disabilities (PwD), enabling
them to contribute effectively and create meaningful impact within the organization.

The Company actively promotes workforce diversity, the details of which are as under:-

g Reporting on SC/ST/PWD:

The statistics relating to representation of SCs / STs in the prescribed Performa, SC/ST/OBC Report - I & II and PWD
Report -III are attached as 'Annexure - B' to the report.

g Training & Development:

During the Financial Year 2025-26, the Company devoted 9452 Man-days for training, development and learning,
which amounts to 4.95 average Man-days per employee for Management staff and 2.91 Man-days per employee
for Non-Management staff

Out of 9452 Man-days of training, 3412.25 Man-days of Safety related training, 4979 Man-days of Functional training
and 1060 Man-days of Behavioral training achieved for both Management and Non-Management employees

WOMEN EMPOWERMENT

Prevention of Sexual Harassment at Workplace (POSH) Framework:

© The Company has implemented the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, with the objective of ensuring a safe and secure working environment for
women employees and preventing and addressing instances of sexual harassment. An Internal Committee (IC),
chaired by a senior-level woman employee, has been constituted to address and redress complaints of sexual
harassment, if any, in a timely and effective manner.

© MRPL conducts regular awareness workshops, particularly for women employees, to enhance understanding of
their rights and the facilities available at the workplace, with a focus on the provisions of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. In addition, gender sensitization
programmes are conducted periodically for male employees.

© There were no cases of sexual harassment reported to the Internal Committee during the Financial Year 2025-26.
The Annual Return pertaining to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 is enclosed herewith as '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, Government of India. To propagate and
promote the Hindi language among employees, MRPL organizes Hindi Workshops, Hindi Hasya Kavi Sammelan,
Hindi Fortnight, Various Cultural programs, Vishwa Hindi Diwas, and National Level Hindi Seminars on a regular
basis. Further, to promote the usage of the Hindi language within the company, an in-house Hindi journal, MRPL
Pratibimb is published twice a year. MRPL conducted an All-India Hindi Essay Competition for all Oil PSUs, with a
significant number of participants. Hindi Language Training sessions for 10 employees were provided to qualify in
Prabodh, Praveen, and Pragya Examinations and all ten employees successfully completed the prescribed training.

© MRPL, Mangalore being the headquarters, ensures Official Language (OL) compliance in its subordinate offices
through timely inspections and guidance. It has served as a model for many in adhering to OL rules and provisions.
Leveraging technology to promote the Official Language, MRPL has taken the initiative to display the "Word of the
Day" and "Thought for the Day" digitally. MRPL has also been instrumental in conducting various competitions
at the TOLIC, Mangalore level, as well as for MRPL employees, their dependents, and the students of DPS School,
along with other schools and colleges in and around the Refinery. MRPL is also at the forefront in awarding prizes
to Hindi toppers at the school level. Additionally, MRPL sets a benchmark by distributing books to various libraries
of the Karnataka Government and to government schools around the Refinery.

© MRPL also participated in Town Official Language Implementation Committee (TOLIC) level Hindi competitions
and won 12 prizes, securing First place in the TOLIC-level competitions. In recognition of these efforts, the company
was awarded the First Prize for outstanding performance in the field of Official Language implementation by
TOLIC, Mangaluru as well as the Rajbhasha Award for excellent implementation of the Official Language at the
International Hindi Conference held in New Delhi.

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 MRPL Refinery is designed to comply 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 handled by 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 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.

© A Security up-gradation project of all gates of MRPL has been undertaken recently wherein Security Plazas
integrated with state of the art technologies in automation of access control system, vehicle checking and Security
has been created to optimize the various security operations towards ensuring the ensure security of the Refinery.

VIGILANCE FUNCTION

© Your Company's Vigilance function plays a pivotal role in promoting integrity, transparency and accountability
across all organizational processes. During the year, Vigilance Department continued its efforts to strengthen
systems and procedures aimed at preventing corruption, malpractices and irregularities.

© Your Company remains committed to maintaining the highest standards of ethical conduct and corporate
governance. During Financial Year 2025-26, vigilance activities were primarily focused on preventive vigilance
through system improvements, awareness initiatives and regular monitoring of sensitive areas of operations.
Periodic reviews and inspections were carried out to identify potential vulnerabilities and recommend corrective
measures for enhancing transparency, efficiency and accountability.

© As part of its preventive vigilance initiatives, Your Company undertook several programmes to promote vigilance
awareness among employees, members of the public and students of nearby schools and colleges. Training
programmes, workshops, communication campaigns, competitions and walkathons were organized to sensitize
participants about ethical practices, integrity in public life and the importance of preventive vigilance.

© The observance of Vigilance Awareness Week during the year served as an important platform to reinforce Your
Company's commitment to integrity and ethical business practices. Vigilance Awareness Week 2025 with the
theme "Vigilance: Our Shared Responsibility" was inaugurated at MRPL on 27 October 2025. On this occasion, the
Integrity Pledge was administered to employees in Kannada, Hindi, and English at the inaugural programme as
well as at various locations across the organization.

© To further spread awareness, messages on the theme of Vigilance Awareness Week 2025 were broadcast four times

daily in Kannada and Hindi on Radio Mirchi 98.3 FM from 28^th September 2025 to 2^nd November 2025.

© As part of the Vigilance Awareness Week activities, Your Company organized a HiQ Retail Outlet Dealers' Meet on
28^th October 2025, which was attended by 105 operational retail outlet dealers from Karnataka, Tamil Nadu, and
Kerala.

© Your Company also organized a Vendors' Meet on 31^st October 2025, where more than 370 vendors from different
parts of the country participated. On this occasion, senior management officials of Your Company also interacted
with All India Radio, sharing insights on the importance of transparency and ethical practices in business.

© Your Company's management reiterates its commitment to zero tolerance towards corruption and unethical
practices, ensuring that the organization continues to function with the highest standards of governance and
public trust.

© The Chief Vigilance Officer (CVO) acts as an advisor to the Head of the Organization on all vigilance-related matters.

Emphasis continues to be placed on preventive vigilance initiatives and systemic improvements, with increasing
use of technology to strengthen transparency and oversight.

© Complaints received during the year were examined and processed in accordance with established procedures and

CVC guidelines. Appropriate action was taken wherever necessary, ensuring fairness, objectivity, and adherence to
the principles of natural justice.

© During the Financial Year 2025-26, 39 Nos. of Non PIDPI complaints and one PIDPI complaint were received.
Investigation were carried out on 14 nos. of complaints. Anonymous, Pseudonymous and Non Vigilance complaints
were filed as per CVC guidelines.

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., Ministry of Petroleum and Natural
Gas (MoP&NG), Government of India (GoI) within the framework of DPE guidelines.

ANNUAL RETURN

In accordance with Section 92(3) read with Section 134(3) (a) of the Act and the Companies (Management and
Administration) Rules, 2014, the Annual Return of the Company as of 31^st March 2026 in Form MGT-7, is available on
the Company's website at https://mrpl.co.in/en/Content/Share Holders. The Annual Return will be submitted to the
Registrar of Companies within the timelines prescribed under the Act.

RELATED PARTY TRANSACTIONS & PARTICULARS OF CONTRACTS/ARRANGEMENTS WITH RELATED PARTY

All transactions entered with related parties during the Financial Year 2025-26 were on arm's length basis and in the
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 the 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 the Company's website.

The particulars of every contract or arrangement 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 2025-26:

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 (GoI) 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.

Following were the changes in Board of directors and Key Managerial Persons:¬
© Shri Rajkumar Sharma (DIN: 01681944) Non-Executive Independent Director, ceased to be a Director on the Board
of MRPL w.e.f 28/03/2026 upon completion of tenure.

© Shri Manohar Singh Verma (DIN: 09393215) Non-Executive Independent Director, ceased to be a Director on the
Board of MRPL w.e.f 28/03/2026 upon completion of tenure.

© Shri Pankaj Gupta (DIN: 09393633) Non-Executive Independent Director, ceased to be a Director on the Board of
MRPL w.e.f 28/03/2026 upon completion of tenure.

© Smt. Nivedida Subramanian (DIN: 08646502) Non-Executive Independent Director, ceased to be a Director on the
Board of MRPL w.e.f 28/03/2026 upon completion of tenure.

© Shri Rajinder Kumar (DIN: 09651096), ceased to be a Director w.e.f. 28/07/2025 upon withdrawal of nomination by
MoP&NG.

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

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 Financial Year 2025-26:

a) In the preparation of the Annual Financial Statements for the year ended March 31, 2026, 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 five (5) Meetings during the Financial Year 2025-26. 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, are 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 Central Public Sector Enterprise (CPSE), the appointment, terms, conditions and remuneration of Directors
on the Board of the Company are fixed by the Administrative Ministry i.e., Ministry of Petroleum and Natural Gas
(MoP&NG), Government of India in line with the DPE Guidelines issued by Department of Public Enterprises (DPE), Govt.
of India .

The remuneration policy of the Company formulated as per the guidelines issued by the Department of Public
Enterprises, Government of India is hosted on the website of the company https://mrpl.co.in/sites/default/files/
Statutorv%20Disclosures/MRPL%20Remuneration%20Policv%20for%20KMP.%20Directors%20and%20Emplovees.pdf.
Accordingly, 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.

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 Risk Management Policy and Procedures document has been reviewed and updated on 15^th October
2025. The Risk Management Committee periodically reviews the risk assessment and mitigation actions and then
apprises the Audit Committee and Board on risk management.

The classification of the risks identified for ERM and addressed by the Company during the year based on their risk rating
are tabulated below for the year ended 31^st March 2026:-

The significant risks identified along with risk treatment plan are as follows:

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.

POLICIES:

Pursuant to requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, following policies/codes have been formulated and are 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 dividends have 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,
an amount of ?5,76,66,242 of unclaimed dividend and corresponding 24,15,245 shares were transferred to the Investor
Education and Protection Fund (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.

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,
accuracy and completeness of accounting records and 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 of Internal Control system are disclosed in the Management Discussion and
Analysis Report which forms part of this report.

DECLARATION BY INDEPENDENT DIRECTORS

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

AUDITORS

g 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 Financial Year 2025-26. They have audited the
Financial Statements for Financial Year 2025-26 and submitted their report which forms part of this report. There
are 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 2025-26 amounted to ?10 Million.
g Secretarial Auditors

Your Company engaged M/s Ullas Kumar Melinamogaru & Associates, Practising Company Secretaries, Mangaluru
for conducting Annual Secretarial Audit for Financial Year 2025-26 pursuant to Section 204 of the Companies Act,
2013.

M/s Ullas Kumar Melinamogaru & Associates, Practicing Company Secretaries, Mangaluru have issued Secretarial
Audit Report for the Financial Year 2025-26 which forms part of this report as 'Annexure-F'.

The Auditors have made observations regarding composition of the Board during the Financial Year due to shortfall
in the requisite number of Independent Directors on the Board of the Company during Financial Year 2025¬
26. Further, Four (4) Independent Directors including Independent Woman Director i.e., Shri Rajkumar Sharma
(DIN: 01681944), Shri Manohar Singh Verma (DIN: 09393215), Shri Pankaj Gupta (DIN: 09393633) and Smt. Nivedida
Subramanian (DIN: 08646502) completed their tenure on the Board of the Company on 27/03/2026 and ceased to
hold office of Director w.e.f 28/03/2026. Accordingly, Company did not meet the composition requirements of the
Board Sub-Committee and Independent Woman Director from 28/03/2026 to 31/03/2026 during Financial year
2025-26.

Your Company being a Central Public Sector Enterprise (CPSE), the matter for appointment of Directors on the Board
of the Company is handled by the Administrative Ministry, i.e., Ministry of Petroleum and Natural Gas (MoP&NG),
Government of India. Your Company has been consistently pursuing the matter with the Administrative Ministry,
for appointment of requisite number of Independent Directors including an Independent Woman Director on the
Board of MRPL to comply with the requirements of applicable provisions.
g 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 Financial Year 2025-26 are being audited by
Cost Auditors M/s Bandyopadhyaya Bhaumik & Co, Kolkata.

The resolution for ratification of the proposed remuneration payable to M/s Bandyopadhyaya bhaumik & co,
Kolkata to audit the cost records of the Company for the Financial Year ending 31^st March 2027, is being placed for
the approval of the shareholders of the Company at the ensuing AGM.

The Cost Audit Report for the Financial Year 2025-26 does not contain any qualification, reservation, or adverse
remark. The Cost Audit Report for the Financial Year 2025-26 will be submitted to the Central Government within
the prescribed timeline.

COMMENTS OF C&AG ON THE JOINT STATUTORY AUDITORS' REPORT ON THE CONSOLIDATED AND STANDALONE
FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2025-26

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 qualifications, reservation or adverse remarks from the
C&AG on the Auditor's Report or on the Financial Statements for the year 2025-26.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of Regulation 34 of the SEBI Listing Regulations, 2015, the Management Discussion and Analysis (MDA) Report
for the Financial Year 2025-26 forms part of this Report as 'Annexure-H.

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
Financial Year 2025-26 forms part of this Report as 'Annexure-I.

Pursuant to Schedule V of the SEBI Listing Regulations, 2015, a certificate from Practicing Company Secretary on
Non-Disqualification of Directors, confirming that no Director on the Board of the Company has been debarred or
disqualified from being appointed or continuing as director of Company by the SEBI / Ministry of Corporate Affairs or
any such statutory authority, and Certificate on Compliance of conditions of Corporate Governance also forms part of
this Report as 'Annexure-J' and 'Annexure-K' respectively.

The Company did not meet the requirements of SEBI for composition of Board due to shortfall in the requisite number
of Independent Directors during Financial Year 2025-26. Further, due to completion of tenure of Independent Directors
on 27/03/2026, the Company did not meet the requirements of Independent Woman Director on the Board and Board
sub-committee i.e. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee,
Risk Management Committee and Corporate Social Responsibility Committee from 28/03/2026 to 31/03/2026.

CEO & CFO CERTIFICATE:

A certificate of the CEO and CFO of the Company in terms of Regulation 17(8) the SEBI (LODR) Regulations, 2015 inter
alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control
measures and reporting of matters to the Audit Committee, forms part of this report as 'Annexure-L'

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

SEBI Listing Regulations, 2015 mandated the 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 said
Regulation, BRSR for the Financial Year 2025-26 forms part of this Report as 'Annexure-M'

ACKNOWLEDGEMENT

Your Board of Directors wishes 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 Authority (NMPA), 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 Financial Year 2025-26.

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, 2026.

For and on behalf of the Board

Sd/-

(Arun Kumar Singh)

Place: New Delhi Chairman

Date: 15/07/2026 (DIN: 06646894)