Mangalore Refinery And Petrochemicals Ltd Directors Report

Dear Members,

The Board of Directors of your Company are pleased to present the highlights of developments and progress of your Company since its last report alonwith Audited Financial Statements, Auditors Report thereon and comments on the financial statements by the Comptroller and Auditor General (C&AG) of India.

STATE OF COMPANYS AFFAIRS

Your Board is reportinon 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:

	Standalone		Consolidated
	Year ended 31st March, 2026	Year ended 31st March, 2025	Year ended 31st March, 2026	Year ended 31st March, 2025
PROFIT BEFORE TAX	4,021.54	113.26	4,014.90	118.89
Less: Current Tax	705.50	3.95	705.50	3.95
Deferred Tax	1,384.82	58.73	1,384.82	58.73
PROFIT FOR THE YEAR	1,931.22	50.58	1,924.58	56.21
Add: Other Comprehensive Income	1.51	(19.07)	2.00	(19.86)
TOTAL COMPREHENSIVE INCOME	1,932.73	31.51	1,926.58	36.35
FOR THE YEAR
Less : Total Comprehensive Income	-	-	-	-
Attributable to Non-Controlling
Interest
TOTAL COMPREHENSIVE INCOME	1,932.73	31.51	1,926.58	36.35
ATTRIBUTABLE TO OWNERS OF THE
COMPANY
Add: OpeninBalance in Profit and	12,047.50	12,366.51	12,083.36	12,397.53
Loss Account
SUB-TOTAL	13,980.23	12,398.02	14,009.94	12,433.88
LESS: APPROPRIATION
Payment of Dividend on Equity Shares	701.04	350.52	701.04	350.52
CLOSINBALANCE (INCLUDING	13,279.19	12,047.50	13,308.90	12,083.36
OTHER COMPREHENSIVE INCOME)

Your Company achieved a revenue from operation of _1,05,155/- Crore durinthe Financial Year 2025-26 as against _1,09,280/- Crore durinthe Financial Year 2024-25. The Company earned profit of _ 1,931 Crore (Profit After Tax) durinthe Financial Year 2025-26 as against profit of _51 Crore durinthe Financial Year 2024-25. The Gross RefininMargin (GRM) for Financial Year 2025-26 was US$ 9.22/bbl as against US$ 4.45/bbl durinthe 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 durinthe year FY 2025-26 (13 Nos) (Previous best was 09

Nos durinFY 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) durinthe Year.

Highest-ever quarterly crude throughput recorded at 4.56 MMT durinQ3 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 durinMay-June-2025 Highest-ever HSD Production of 6.78 MMT recorded durinFY2025-26. (Previous best was 6.68 MMT durinFY

2024-25.)

Highest-ever Xylol Production of 34.3 TMT recorded durinFY2025-26. (Previous best was 23.91 TMT durinFY

2024-25.)

Highest-ever Toluene Production of 4.4 TMT recorded durinFY2025-26. (Previous best was 0.78 TMT durinFY

2024-25.)

Highest-ever MTO (Mineral Turpentine oil) Production of 21 TMT recorded durinFY2025-26. (Previous best was

5.9 TMT durinFY 2024-25.)

New Crude processed DurinFY 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 durinNov-25. (Previous best was 535 TMT in Dec-20) Highest-ever MS Euro VI Domestic Dispatch of 221 TMT from refinery achieved durinNov-25. (Previous best was

215 TMT in Nov-23)

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

MARKETINAND BUSINESS DEVELOPMENT

Durinthe 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 adjoininStates by leveraginits stronmarket presence, customer-centric approach and focus on operational efficiency. The Company remains focused on strengtheninits market position through enhanced customer engagement, consistent supply of high-quality products and reliable services.

StrengtheninRetail Presence

In line with the Companys strategic objective of strengtheninits retail presence and enhancinmarket penetration across southern India, focused efforts were undertaken durinthe Financial Year 2025–26 towards expansion of the HiQ retail network. The Company continued to pursue a customer-centric retail growth strategy aimed at improvinaccessibility, enhancinbrand visibility and deliverinsuperior fuel and allied services to retail consumers.

In line with Companys commitment to provide high-quality products and efficient customer service through modern retail infrastructure durinthe year, your Company has successfully commissioned 85 HiQ outlets across key strategic locations durinthe Financial year 2025-26, thereby further augmentinits retail network. The expansion initiative was driven by careful market assessment of emergindemand potential. As on 31st March 2026, the total number of fully operational HiQ outlets stood at 252, demonstratinCompanys sustained commitment towards buildina robust retailinnetwork to support long-term business growth and improve customer outreach.

The Companys 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 Companys retail presence in this region. The entry into this market reflects the Companys continued focus on broadeninits retail footprint, leveraginemergingrowth opportunities in high-potential regions.

Strengthenindownstream marketininfrastructure

Durinthe Financial Year 2025–26, your Company has taken various key steps to strengthen its downstream marketininfrastructure 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, enablinwider market reach, optimized capital deployment and greater operational flexibility to support sustained business growth.

Dispatch of Auto fuels and ATF

Durinthe 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 growinstrength of the Companys fuel marketinbusiness in the state.

Durinthe Financial Year 2025–26, your Company expanded its polypropylene warehousininfrastructure in Gujarat and Madhya Pradesh to strengthen its market presence and enhance supply chain efficiency. The expanded warehousincapacity is expected to further improve product availability, optimize distribution logistics and support business growth.

Growth in ATF Segment

Your Companys joint venture M/s Shell MRPL Aviation Fuel and Services Limited (SMAFSL) continued its steady performance in ATF segment, expandinits market share across several airports in south India. SMAFSL achieved a turnover of _2706 Crore durinFinancial Year 2025-26, a growth of 6.15% over the previous years turnover underscorinthe increasintrust 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 durinIEW 2025.

MRPL won the Innovation Award 2024–25 at the 28th 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, securinan impressive total of 11 awards at Goa. MRPL received Mahatma Award for HR Excellence.

MRPL wins 19th 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 24th Global Greentech Environment and Sustainability Award 2025.

MRPL Bagged "Largest Cargo HandlinStakeholder" 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 ManufacturinSector (Oil & Gas category), underscorinits stroncommitment 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 processinunits 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 MSMEs

1. 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 durinthe 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 MRPLs operations.

Procurement from MSEs owned by women entrepreneurs has reached 5.6% (_122.4 crore), surpassinthe target of 3%.

Continuous efforts are beinput to increase the above figures. 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 followinare information regardinthe same

(i)	Total amount involved (Delays)	(_ in Crs)	NIL
(ii)	No. of Invoices (Delays)	No.	NIL
(iii)	No. of Suppliers (involved in Delays)	No.	NIL
(iv)	Total annual procurement value (MSE)	(_ in Crs)	900.10
(v)	Total number of Invoices durinthe Year (MSE)	No.	8,196
(vi)	Total number of Suppliers durinthe Year (MSE)	No.	1,185

Note: These figures exclude items beyond the scope of MSE participation (OEM spares, OEM services, proprietary items and services, and plant & machinery where the single item value is equal to or exceeds _50 crore).

3. Registration on TReDS

TReDS is an institutional mechanism set up by the Reserve Bank of India to facilitate the trade receivable

financinof Micro, Small and Medium Enterprises. MRPL is registered with all operatinTReDS 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, durinthe 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 durinVigilance awareness week.

MRPL has also participated in seven MSME Conclaves, Vendor development programmes and exhibitions durinthe 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-makinacross 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:

Completed Initiatives

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

Vendor Invoice Management System: Implementation of a digital invoice processinsystem for digital invoice submission, validation, and approvals, resultinin faster processinand reduced manual intervention.

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

OngoinInitiatives

EMD Portal: Development of a digital platform for Earnest Money Deposit (EMD) management to streamline submission, trackinand 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 improvintraceability, 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

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 ensurinmarket-driven price discovery for diverse categories of scrap such as E-waste and Mixed Metal Scrap. Conductinscrap 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 upholdinthe principles of integrity and accountability.

7. ISO37001-2025 Implementation

MRPL is in the process of implementinISO 37001:2025 – Anti-Bribery Management System (ABMS) with focus on preventing, detecting, addressinbribery by prohibitinpersonnel from giving, receiving, or facilitatinbribes or unethical gifts, both directly and through third parties. This certification will ensure that MRPL meets international standards for preventinbribery, reinforcinits commitment to ethical business practices.

8. IEM Review Meetings

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

PROJECTS

Layinof New treated water Line from MRPL E_uent Treatment Plants 1&2 to APMC point

The project is of layin5.2 Kms of New treated water HDPE Line from MRPL E_uent 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.

Iso Butyl Benzene

Iso-Butyl Benzene (IBB) is widely used in the industrial manufacture of ibuprofen, an analgesic, anti-in_ammatory, 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 manufacturinprocess 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.

Development of Security Infrastructure Facilities at various Gates of MRPL

Security infrastructure upgrades at MRPL gates are beinimplemented 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.

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 Coolinwater system modifications and Integrated Load-sheddinsystem alonwith other enablinactivities. 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.

Demo Bio-ATF Project of 20 KLPD capacity

As a part of United Nations plan to offset aviation emissions, carbon offsettinand reduction scheme for international aviation CORSIA is beinimplemented to address any annual increase in CO2 emissions from international civil aviation above 2020 levels. India will be participatinin the second phase of CORSIA from 2027 onwards durinwhich 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 settinup 20KLPD demo bio-ATF plant integrated with the refinery. The Project approved cost is _ 364 crores. Targeted Mechanical completion is January 2027.

Reroutinof Aromatic Complex Pipelines From Jetty13 To Jetty10/11

The project envisages Re-routinof 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.

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

The project envisages layina new 20" FO export line as replacement of existinline from refinery to NMPA. Targeted Mechanical completion is August 2026. The approved cost of the project is _112 Crore.

Inlet ReceivinTanks and associated facilities in WWTP-1/2

The project involves constructinthree new Carbon Steel Epoxy Painted (CSEP) Inlet ReceivinTanks (IRTs) for WWTP-I & II to replace existinopen equalization ponds, improvinhandlinof 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.

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 decarbonizinvector. Accordingly, MRPL is settinup a 500 TPA Green Hydrogen Plant at an approved cost of _56 Crore. The unit is targeted to be completed by March 2027.

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, resultinin 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 durinthe planned shutdown in Sept 2028.

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

In an increasingly technology-driven business landscape, digital transformation continues to be a strategic imperative for sustainingrowth, resilience, and competitive advantage. Our organization remains committed to leveraginemergintechnologies to enhance business agility, drive operational excellence, and deliver superior stakeholder value. Through sustained investments in modern digital capabilities and a stronfocus on innovation, we are embeddintechnology deeper into our enterprise-wide processes.

Enterprise Data Platform

Durinthe 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 becomina data-driven organization. The platform enables seamless aggregation of data from multiple business systems into a uni_ed and scalable architecture, thereby establishina single source of truth for enterprise data. Leveraginadvanced analytics tools, we are enhancinour ability to generate actionable insights, improve forecastinaccuracy, and support data-backed decision-makinacross functions. This initiative also lays the groundwork for future adoption of predictive and prescriptive analytics, further strengtheninour strategic and operational capabilities.

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 startinfrom purchase requisition through approvals to the placement of purchase orders. The system incorporates defined workflows, role-based access controls, and comprehensive document management, ensurintransparency, traceability, and process standardization. Complementinthis, 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 processintimelines, and enhances accuracy and audit readiness in financial operations.

Cybersecurity

We have significantly strengthened our cybersecurity posture by adoptinmodern technologies and enhancinour security framework. To protect sensitive information and maintain stakeholder trust, we have implemented advanced security controls with continuous monitorinand proactive threat detection, ensurinthe confidentiality, integrity, and availability of our data.

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 progressinto 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.

Artificial Intelligence and Machine Learnin

Our progress in the domain of Artificial Intelligence and Machine Learninhas continued to gather momentum. Buildinupon prior initiatives, we have further advanced the integration of AI/ML-driven solutions into select business processes, enablinenhanced automation, improved data interpretation, and efficient handlinof large and complex datasets. These capabilities are supportinbetter decision-makinand unlockinnew avenues for operational optimization.

In addition to the real-time optimization and AI/ML initiatives implemented in previous years, MRPL is workinon Agentic AI frameworks to further strengthen equipment reliability through intelligent monitorinand decision support. RPA-based solutions are also beindeveloped to streamline routine operational workflows and improve efficiency. In parallel, _are monitorinand analytics have been implemented to enhance visibility, enable root cause identification, and support improved energy and environmental performance.

Collectively, these initiatives reflect our sustained commitment to buildina robust, secure, and future-ready digital ecosystem. By focusinon data-driven transformation, strengthenincybersecurity resilience, and expandinthe adoption of intelligent technologies, we are well-positioned to navigate evolvinbusiness challenges and capitalize on emerginopportunities 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, relatinto ‘Meetings of the Board of Directors and ‘General Meetings, respectively, durinthe Financial Year 2025-26.

HEALTH, SAFETY & ENVIRONMENT PERFORMANCE Occupational Health

1. Health

Mangalore Refinery and Petrochemicals Limited (MRPL) has built a robust and forward-lookinhealthcare system, placinemployee well-being, safety, and compliance at the core of its operations. Designed to serve employees, their families, and the secondary workforce, MRPLs healthcare framework is both preventive and responsive aligninwith statutory requirements, national and global best practices.

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 numbers Automated External De_brillators (AEDs) across the Refinery, to ensure immediate intervention durincardiac emergencies.

Diagnostic Advancements:

• Procured fully digitalized X-ray Machine to improve imaginprecision and reduce processintime.

• Installation of an Advanced ECMachine 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 Trainin& Occupational Safety: Throughout the year, the medical team prioritized "hands-on" traininto 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 traininfor Apprentices.

Health & Hygiene traininfor Refinery Canteen staff.

Snakebite awareness for DPS School students.

Mental Health & Womens Wellness for women employees & CISF staff

Refinery Shut down Support: Successfully managed and executed seamless Medical Checkup for over 10,000 personnel attendinfor 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-CommissioninSafety 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 Traininwas imparted to all eligible employees against the plan of 2290 nos. 4 nos. of Apex Level Central safety committee meetinwere 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 followinfacilities,

Sarapdy PumpinStation at Bantwal Dakshina Kannada District

Treated trade e_uent PumpinStation at APMC yard Baikampady, Mangalore

SPM Booster PumpinStation 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 usin

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 packaginmaterial 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, enablinthe 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 Vermicompostinunits.

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 lonterm. Key de-carbonization levers identified include energy efficiency initiatives, electrical heat tracing, drive electrification, adoption of renewable energy, alternate fuel co-_ring, 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 e_uent water from Waste-Water Treatment plants (WWTP) are beinutilized 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 recognizinthe interests of all its stakeholders and bringinthem maximum value. Consequentially, MRPLs 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 existinCSR strategy and brinabout necessary changes in its implementation methods.

Major CSR Initiatives undertaken durinthe 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 includinmedical 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 drinkinwater puri_ers 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 screeninunit. Financial support to Pilikula Development Authority (PDA) for establishinProf. U R. Rao Astronomy and Space

Science Gallery at Pilikula, Mangalore

Installation of heatinsystem at Army Goodwill Public School Pahalgam, Anantana(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 supportinthe 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 undertakinCorporate Social Responsibility (CSR) activities under the name of "Samrakshan". This captures the spirit and commitment of MRPLs 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 promotinsustainable 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 includinanganwadis 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 equipments, computers, sport items and pure drinkinwater units to schools and colleges in Karnataka. Supported for improvinbasic facilities of SC & ST hostels of Dakshina Kannada District. Supported Installation of heatinsystem at Army Goodwill Public School Pahalgam, Anantana(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 conductinfree Artificial Limb camps every year for the benefit of persons with disability. Other major projects include support for Dialysis winat Govt. Wenlock Hospital Mangaluru, Construction of Day care centre for Endosulfan victims at Kokkada, Medical equipments for Hospital at Ponnampet, Kodagu, providinHFO 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 puri_er & 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 WorkinWomens Hostel in Konchady and Kankanady, Mangaluru, Sabha Bhavana for Fishermen Association Chitrapura, Mangaluru, Construction of Mugera Samudaaya Bhavan includintoilet blocks at Kulai Hosabettu, Mangaluru, Construction of Koraga Community Hall (Scheduled Tribe) at Derebail village Kodikal, Mangaluru, Renovation and repair of existinbuildinof 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 lightinand solar water heater & Generator for Bairampally Grama Panchayat, Harikhandige, Udupi district.

5. Sanskrithi Samrakshan: Promotinlocal art and culture by improvinthe infrastructure facilities includinconstruction of TraininCentre 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 Gadadistrict, Financial Support for providinsolar 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 puri_er 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.

ProvidinHFO 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 Companys 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 31st 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, includinthe consolidated financial statements and related information of the Company are available on the Companys website. These documents will also be available for inspection durinbusiness hours at the registered office of the Company at Mangalore.

INDIAN ACCOUNTINSTANDARDS (IND AS)

The Ministry of Corporate Affairs (MCA) on February 16, 2015, notified that Indian AccountinStandards (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 durinFinancial 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 (ListinObligations and Disclosure Requirements) Regulations, 2015 ("SEBI ListinRegulations"), is available on the Companys website: https://mrpl.co.in/sites/default/files/Statutory%20Disclosures/Dividend%20Distribution%20Policy_1482132372.pdf

DEPOSITS

Your Company has not accepted / remained unpaid or unclaimed / default in payment of any deposits and also there is no non-compliance w.r.t any deposits durinthe 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 durinFinancial 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 durinFinancial 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, votinor otherwise and also sweat equity shares to employees of the Company under any scheme durinthe Financial Year 2025-26.

DISCLOSURE OF ACCOUNTINTREATMENT

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 AccountinStandards.

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

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 lonterm settlement is arrived at through collective bargaininprocess 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 beinrevised from time to time in line with the industry practice so as to enable employees to get enhanced benefits.

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 protectinthe rights of workinwomen durinmaternity. The Act provides for maternity benefits, includinpaid 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.

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 maintaininhealthy, harmonious and productive Industrial Relations. StandinOrders (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 ensurinsafe workinconditions and ensures that wages and welfare facilities to contract labour employed with contractors of MRPL are in accordance with the statutory provisions.

Recruitment:

Durinthe 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:

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 trackinof 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.

Diversity and Inclusion:

MRPL is committed to fosterina 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), enablinthem to contribute effectively and create meaningful impact within the organization.

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

		Employee Diversity
Company	Employee	Total Strength	Gender		Age Group
	Category	as on	Male	Female	Below	31 to	41 to	51 to
		31.03.2026			30 yrs.	40 yrs.	50 yrs.	60 yrs.
	Executives	1131	1065	66	113	284	378	356
	Non-Executives	1319	1166	153	106	688	384	141
MRPL	Total	2450	2231	219	219	972	762	497
	Percentage %		91%	9%	9%	40%	31%	20%

Reportinon SC/ST/PWD:

The statistics relatinto 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.

Trainin& Development:

Durinthe 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

TraininMan-days	Average Man-days Per Employee for Management staff	Average Man-days Per Employee for Non-Management staff
9452	4.95	2.91

Out of 9452 Man-days of training, 3412.25 Man-days of Safety related training, 4979 Man-days of Functional traininand 1060 Man-days of Behavioral traininachieved 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 ensurina safe and secure workinenvironment for women employees and preventinand addressininstances 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 understandinof 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 durinthe Financial Year 2025–26.

The Annual Return pertaininto the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is enclosed herewith as ‘Annexure – C.

OFFICIAL LANGUAGE

MRPL is implementinthe O_cial Language Policy in letter and spirit, as per the Annual Programme prescribed by the Department of O_cial Language under the Ministry of Home Affairs, Government of India. To propagate and promote the Hindi language amonemployees, 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 Traininsessions for 10 employees were provided to qualify in Prabodh, Praveen, and Pragya Examinations and all ten employees successfully completed the prescribed training. MRPL, Mangalore beinthe headquarters, ensures O_cial Language (OL) compliance in its subordinate offices through timely inspections and guidance. It has served as a model for many in adherinto OL rules and provisions. Leveragintechnology to promote the O_cial 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 conductinvarious competitions at the TOLIC, Mangalore level, as well as for MRPL employees, their dependents, and the students of DPS School, alonwith other schools and colleges in and around the Refinery. MRPL is also at the forefront in awardinprizes to Hindi toppers at the school level. Additionally, MRPL sets a benchmark by distributinbooks to various libraries of the Karnataka Government and to government schools around the Refinery.

MRPL also participated in Town O_cial Language Implementation Committee (TOLIC) level Hindi competitions and won 12 prizes, securinFirst place in the TOLIC-level competitions. In recognition of these efforts, the company was awarded the First Prize for outstandinperformance in the field of O_cial Language implementation by TOLIC, Mangaluru as well as the Rajbhasha Award for excellent implementation of the O_cial 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 amonall 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 checkinand Security has been created to optimize the various security operations towards ensurinthe ensure security of the Refinery.

VIGILANCE FUNCTION

Your Companys Vigilance function plays a pivotal role in promotinintegrity, transparency and accountability across all organizational processes. Durinthe year, Vigilance Department continued its efforts to strengthen systems and procedures aimed at preventincorruption, malpractices and irregularities.

Your Company remains committed to maintaininthe highest standards of ethical conduct and corporate governance. DurinFinancial Year 2025–26, vigilance activities were primarily focused on preventive vigilance through system improvements, awareness initiatives and regular monitorinof sensitive areas of operations. Periodic reviews and inspections were carried out to identify potential vulnerabilities and recommend corrective measures for enhancintransparency, efficiency and accountability.

As part of its preventive vigilance initiatives, Your Company undertook several programmes to promote vigilance awareness amonemployees, members of the public and students of nearby schools and colleges. Traininprogrammes, 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 durinthe year served as an important platform to reinforce Your

Companys 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 28th September 2025 to 2nd November 2025.

As part of the Vigilance Awareness Week activities, Your Company organized a HiQ Retail Outlet Dealers Meet on

28th 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 31st October 2025, where more than 370 vendors from different parts of the country participated. On this occasion, senior management offcials of Your Company also interacted with All India Radio, sharininsights on the importance of transparency and ethical practices in business.

Your Companys management reiterates its commitment to zero tolerance towards corruption and unethical practices, ensurinthat 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 increasinuse of technology to strengthen transparency and oversight.

Complaints received durinthe year were examined and processed in accordance with established procedures and

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

Durinthe 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 Companys 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 blowinin 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 Companys website. Durinthe 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 beina 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 31st March 2026 in Form MGT-7, is available on the Companys 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 durinthe Financial Year 2025-26 were on arms length basis and in the ordinary course of business. Further, there were no material related party transactions durinthe 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 Companys major related party transactions are generally with its HoldinCompany, Joint Venture Company and Associates. All the contracts/arrangements/transactions entered into with related parties were on arms length basis, intended to further the Companys interest. The Company has adopted a Related Party policy and procedure, which is available at the Companys 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 durinthe Financial Year 2025-26:

MRPL beina 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, regardinpolicy on Directors appointment and remuneration shall not apply in view of the MCA notification dated 05/06/2015.

Followinwere 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 outgoinDirectors & KMPs durintheir 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 followinstatement 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 alonwith proper explanation relatinto material departures; b) The Directors have selected such accountinpolicies 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 accountinrecords in accordance with the provisions of the Companies Act, 2013 for safeguardinthe assets of the Company and for preventinand detectinfraud and other irregularities; d) The Directors have prepared the Annual Financial Statements on a goinconcern 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 operatineffectively; 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 operatineffectively.

NUMBER OF BOARD MEETINGS

The Board of Directors of your Company had five (5) Meetings durinthe 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 ListinRegulation, 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 beinCentral 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/ Statutory%20Disclosures/MRPL%20Remuneration%20Policy%20for%20KMP,%20Directors%20and%20Employees.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 (ListinObligations & 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 15th 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.

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, accordinto 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. Durinthe Financial Year, an amount of _5,76,66,242 of unclaimed dividend and correspondin24,15,245 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 conductinbusiness includinadherence to Companys policies, safeguardinof its assets, the prevention and detection of frauds and errors, accuracy and completeness of accountinrecords 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 confirminthat they meet the criteria prescribed under the provisions of the Companies Act, 2013 and the SEBI (ListinObligations and Disclosure Requirements) Regulations, 2015.

AUDITORS

Joint Statutory Auditors

M/s YCRJ & Associates, Chartered Accountants, Mangalore and M/s BSJ & Associates, Chartered Accountants, Kannur were the Joint Statutory Auditors of the Company for the 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 alonwith other certification fees and reimbursement of expenses for the Financial Year 2025-26 amounted to _10 Million.

Secretarial Auditors

Your Company engaged M/s Ullas Kumar Melinamogaru & Associates, PractisinCompany Secretaries, Mangaluru for conductinAnnual Secretarial Audit for Financial Year 2025-26 pursuant to Section 204 of the Companies Act, 2013. M/s Ullas Kumar Melinamogaru & Associates, PracticinCompany 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 regardincomposition of the Board durinthe Financial Year due to shortfall in the requisite number of Independent Directors on the Board of the Company durinFinancial Year 2025-26. Further, Four (4) Independent Directors includinIndependent 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 durinFinancial year 2025-26.

Your Company beina 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 pursuinthe matter with the Administrative Ministry, for appointment of requisite number of Independent Directors includinan Independent Woman Director on the Board of MRPL to comply with the requirements of applicable provisions.

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 beinaudited by Cost Auditors M/s Bandyopadhyaya Bhaumik & Co, Kolkata.

The resolution for rati_cation of the proposed remuneration payable to M/s Bandyopadhyaya bhaumik & co, Kolkata to audit the cost records of the Company for the Financial Year endin31st March 2027, is beinplaced for the approval of the shareholders of the Company at the ensuinAGM.

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&AON 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&Aon the Auditors Report or on the Financial Statements for the year 2025-26.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of Regulation 34 of the SEBI ListinRegulations, 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 ListinRegulations, 2015 and has complied with all the mandatory provisions of Companies Act, 2013 and Rules made there under, SEBI ListinRegulation, 2015 relatinto 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 ListinRegulations, 2015, a certificate from PracticinCompany Secretary on Non-Disqualification of Directors, confirminthat no Director on the Board of the Company has been debarred or disqualified from beinappointed or continuinas 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 durinFinancial 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, confirminthe correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reportinof matters to the Audit Committee, forms part of this report as ‘Annexure-L BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

SEBI ListinRegulations, 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 Shippin(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 Companys achievements durinthe Financial Year 2025-26.

As regards Financial Reportincontrols, 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 Reportinand its operatineffectiveness as at 31st March, 2026.

	For and on behalf of the Board
	Sd/-
	(Arun Kumar Singh)
Place: New Delhi	Chairman
Date: 15/07/2026	(DIN: 06646894)