Dear Members,

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

STATE OF COMPANY'S AFFAIRS

Your Board is reporting the affairs of the Company for the FY 2022-23 as under:

Financial Performance

The standalone / consolidated financial highlights for the year ended 31/03/2023 are summarized below:

(Rs In Crore)

Your Company achieved a turnover of Rs 1,24,686 Crore during the financial year 2022-23 as against Rs. 86,067 Crore during the financial year 2021-22. The Company earned profit of Rs. 2,637 Crore (profit after tax) during the financial year 2022-23 against profit of Rs. 2,954 Crore during the Financial Year 2021-22. The Gross Refining Margin (GRM) for financial year 2022-23 was 9.88 $/bbl as against 8.60 $/bbl during the financial year 2021-22.

Impact of COVID/ Russia-Ukraine War on Financial performance

The Company has assessed the possible effect from COVID-19 pandemic / Russia-Ukraine War and ascertained that, there is no impact on the carrying amounts of Property, Plant and Equipment, Inventories, Receivables and Other Current Assets.

CREDIT RATING

ICRA Ltd has reaffirmed the long-term rating of "[ICRA] AAA" (pronounced ICRA "Triple A rating with stable outlook") and the short-term rating of "ICRA] A1"+ (pronounced ICRA "A one plus") on the RS. 19,200 Crore bank facilities and also reaffirmed the rating of "[ICRA]A1+" (pronounced ICRA "A one plus") for RS. 4,000 Crore Commercial Paper (CP) / Short Term Debt (STD) programme. ICRA has also reaffirmed rating of "[ICRA] AAA" (pronounced as ICRA "Triple A rating with stable outlook") for the RS. 2,560 Crore Non-Convertible Debenture (NCD) Program of Mangalore Refinery and Petrochemicals Limited. ICRA has also reaffirmed the rating of "[ICRA] AAA" (pronounced ICRA "Triple A rating with stable outlook") on the Issuer Rating.

CRISIL Ratings Ltd has reaffirmed "CRISIL AAA/Stable" (pronounced "CRISIL triple A rating with stable outlook") for the RS. 2,560 Crore Non-Convertible Debenture, reaffirmed its Corporate Credit Rating (CCR) "CCR AAA/Stable", assigned short-term rating of RS. 1,000 Crore "CRISIL A1+" and also assigned the rating of "CRISIL A1+" for the RS. 3,500 Crore Commercial Paper (CP) / Short Term Debt (STD) programme on Mangalore Refinery and Petrochemicals Limited.

CARE Ratings Ltd has reaffirmed "CARE AAA/Stable" (pronounced "Triple A rating with stable outlook") for the RS. 5,000 Crore Non-Convertible Debenture and the short-term rating of "CARE A1+" for the RS. 3,000 Crore Commercial Paper (CP) / Short Term Debt (STD) program of Mangalore Refinery and Petrochemicals Limited.

India Ratings (Fitch Group) has reaffirmed "IND AAA/Stable" (pronounced "Triple A rating with stable outlook") for the RS. 5,000 Crore Non-Convertible Debenture program, long-term Rating of "IND AAA/Stable" for the RS. 987.51 crore Rupee Term Loan Programme and also reaffirmed foreign currency loan ratings of "IND AAA / Stable" for $524.66 Million programme of Mangalore Refinery and Petrochemicals Limited.

OPERATIONAL PERFORMANCE FOR FY 2022-23

Some of the major Highlights for the year 2022-23 are as under:

> Highest Gross Crude Throughput of 17.116 MMT was achieved (Previous best was 16.23 MMT during 2018-19).

> For Q3 of FY 2022-23, 4.459 MMT was the highest crude throughput in a quarter (Previous best was 4.43 during Q-3 FY2017-18).

> Ever Highest Capacity Utilization of PFCC (117.9%) & DCU (98.3%) were achieved during the year.

> Visbreaker unit was operated as Feed Preparation Unit for Delayed Coking Unit (DCU) for sustaining Short Residue (SR) stocks.

> Aromatic complex was operated on reformate mode during the year based on economics.

> Energy consumption in terms of MBN of 71.30 is the lowest. (Previous best was 73.45 during FY 21-22).

> The company has achieved 10.47% Ethanol Blending as a part of Ethanol Blending Programme (EBP) as per Gazette Notification dated 01/11/2022.

> The company has reduced specific Energy Consumption by 3.05% over previous year.

New Crudes processed

> New Crudes namely Kuwait Super Light crude (Kuwait), Khafji crude (Saudi), CPC BLEND (Kazakhstan), Okwuibome (Nigeria) were processed for the first time.

Power import

> Highest ever grid power import to Refinery and Aromatic complex during year at 23.11 MW/h (208 Million Unit).

Product sales and dispatches

> 65 TMT Aviation Turbine Fuel (ATF) cargo exported for the first time in the month of November-22

> HSD 10 PPM with Guaranteed Cloud Point & CFPP exported for the first time in the month of November- 22. In total 240 TMT of such special property diesel exported during the year.

> MFO premiums linked to product Sulfur for better realization during the year.

> 30 TMT Reformate Cargo from aromatic complex dispatched for the first time in the month of August-22.

> Highest ever transfer of products through PMHBL 3.894 MMT (Previous best of 3.5 MMT - FY 2017-18).

> Petcoke dispatch of more than 1 million Tons & with over 200 rakes for the first time.

> Highest domestic sale of SulphuRs. 217 TMT. (Previous best 170 TMT in FY 2021-22).

Retail Outlet

> The company has successfully commissioned 31 Retail Outlets during FY 2022-23.

MARKETING AND BUSINESS DEVELOPMENT

> Your Company continues to maintain major share of the direct sales segment of petroleum products market in Karnataka and adjoining states. Your Company maintained leadership position in its marketing zone for all direct sales products such as Bitumen, Diesel, Sulphur, Petcoke, ATF (thru'2 JV), Polypropylene, Xylol (Xylenes) etc. The total domestic sales volume of all products during FY 2022-23 has been 2.3 MMT with a sales value of RS. 13,428 Crores against sales volume of 1.9 MMT with a sales value of RS. 11,033 Crores in FY 2021-22.

> Retail marketing plan: Your Company successfully commissioned 31 retail outlets in FY 2022-23 increasing the count to a total of 63 operational retail outlets as on 31.03.2023, with anotheRs. 20 retail outlets under advanced stages of construction. Your company is continuously focusing on its retail expansion in the states of Karnataka & Kerala and has drawn plans for release of dealer selection advertisement in Tamil Nadu with plans to enter new geographical areas of Andhra Pradesh and Telangana in near to medium term. Plans are in place for adding 150 new retail outlets every year for the next 5-10 year

> Your Company's Polypropylene (PP) Production has once again achieved the 440 KTPA Name plate capacity with annual PP Sales of434 KTPA during FY 2022-23. MRPL has been continuously expanding its polymer footprints in the country by targeting Northern and Eastern locations for garnering more volumes. In order to sustain and increase MRPL's Market share in the core areas, 5 additional DCA cum CS were appointed in FY 2022-23.

> Your Company's Joint Venture Shell MRPL Aviation Fuel and Services Limited has steadily acquired business for sale of Aviation Turbine Fuel (ATF) at Indian airports. The company achieved a turnover of Rs. 1,633.39 Crores during FY 2022-23 against turnover of Rs. 673.19 Crores in the previous FY 2021-22.

RECOGNITION

1. The company has been recognised as "Global Water Management and Conservation Company of the Year" by Global Energy and Environment Foundation.

2. NMPA excellence Award for Handling of the highest volume of product at POL.

3. NMPA Excellnce Award for Handling of the highest volume of liquid bulk cargo (Crude Oil).

4. Has bagged "Best Furnace Efficiency Award" as part of‘SAKSHAMRs. 2020 campaign. This award was received from Honourable Minister MoPNG during the Energy Technology Meet held in Bangalore.

5. Has received award for "Best Innovation in Refinery foRs. 2021-22" by MoPNG. This award too was received from Honourable Minister MoPNG during the Energy Technology Meet held in Bangalore.

6. The company has been awarded in 8 categories during the annual conference of Public Relations Council of India held at Kolkata.

7. The company has bagged 2 awards incorporated by Public Relation Society of India during its National Conference held at Bhopal.

8 Has received "International Greentech EHS Award 2023" from Greentech Foundation.

9. Is conferred with 4^th Prize in recognition of the efforts during Swachhta Pakhwada - 2022 by the MoPNG.

10. Top Performer Designated Consumer Award for Petroleum Refining Sector under PAT Program

11. The company has been awarded prestigious FICCI - GIZ Gold award from FICCI.

12. Karnataka State Safety Award for Aromatic Complex

13. The company has been conferred with Platinum award during the event, Grow Care India Sustainability Award 2022.

PROCUREMENT OF GOODS AND SERVICES FROM MSMEs

In line with Public Procurement Policy, 2012 issued by Ministry of Micro, Small and Medium Enterprises, your Company has achieved 28.09%, i.e., RS. 731.23 Crores procurement of Goods and Services from Micro and Small Enterprises for the year 2022-23 against the target of 25%.

In line with the Govt. guidelines, your Company has enhanced the procurement value through GeM portal during the year 2022-23 and achieved procurement of RS. 763.89 Crores which is 29.35% of the Total Procurement value during the year against the total target of 25%.

PROJECTS

Marketing Terminal at Devangonthi

Marketing Terminal at Devangonthi, Bengaluru is being constructed to cater to business primarily in the state of Karnataka. The terminal would receive finished petroleum products (MS, HSD and ATF) through the existing PMHB pipeline from MRPL. The supplies of petroleum products to the retail outlets / customer / aviation stations would be met through road tankers. Construction activities are in progress and the Terminal is scheduled to be completed by third quarter of FY 2023-24.

2G Ethanol

The project envisages setting up of Rs. 60 KLPD 2G Ethanol plant at Harihara, Davangere. Ethanol will be produced from Agro residues viz Corn Cob, Cotton stalk etc. The Ethanol produced will be used for blending in Petrol. Land for the same has been allotted by the Karnataka Industrial Area Development Board. Technology for the project has been selected and Detailed Feasibility Report has been prepared. Viability Gap funding for the project is approved by GoI. Environmental clearance for the Project is obtained. Mechanical Completion of the project is targeted in first quarter of FY 2025-26.

CCR-1 Revamp

CCR-1 converts heavy naphtha feedstock into high octane reformate for gasoline blending and produces hydrogen for hydro-treating / hydrocracking. Revamp of Regenerator section of CCR-1 is being carried out to increase Regenerator Coke burn capacity thereby resulting in overall capacity increase to 80 m3/hr (from current 75 m3/hr). All equipments are delivered to site. Site activities are in advanced stage. Mechanical Completion of the project is achieved in May 2023. The project is commissioned and Performance Guarantee Test Run was completed successfully in June 2023.

PFCC Stack Wet Gas Scrubber System

Petrochemical Fluidized Catalytic Cracking (PFCC) unit processes unconverted oil from Hydrocracker units, straight run low sulphur vacuum gas oil and hydro treated heavy coker gas oil and converts into value added products such as propylene, LPG and gasoline. During this process, carbon is deposited on the catalyst which reduces the ability of the catalyst to aid the cracking process. The carbon is then burnt off and the catalyst is regenerated. The regeneration process produces flue gas which passes through a system of cyclones and separators to remove catalyst fines. The project is conceived to reduce SPM limit in flue gas of PFCC as pollution control measure. Ordering of all equipment is in advanced stage and site activities are in progress. Mechanical Completion of the project is scheduled in second quarter of FY 2023-24.

PFCC LPG + Propylene Amine Scrubber

While processing feed with high Sulphur content in Petrochemical Fluidized Catalytic Cracking (PFCC), higher Hydrogen Sulfide (H2S) is expected in LPG and Propylene stream. Current system to meet H2S in LPG and Propylene product is caustic wash. Amine Scrubber System reduces dependency on caustic wash to a large extent. The system removes H2S in the LPG and Propylene streams and minimizes the spent caustic generation in existing Caustic Treatment System. Ordering of all equipment is in advanced stage and site activities are in progress. Mechanical Completion of the project is scheduled in second quarter of FY 2023-24.

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

The project envisages setting up of additional Bitumen Blowing Train with a capacity of 144 KTPA as part of extension of existing Bitumen Blowing Unit to cater to the simultaneous demand of VG-30 and VG-40 grades of bitumen to leverage market demand. Ordering of all equipment is in advanced stage and site activities are in progress. Mechanical Completion of the project is scheduled in third quarter of FY 2023-24.

Grid Power Upgradation Project

The project envisages enhancement of Grid Connectivity and Refinery System upgradation which includes implementation of Grid connectivity at 220kV level to Refinery, Grid connectivity at 110/33kV to Aromatics, Refinery Electrical system upgradation and Steam and Cooling Water system upgradation / modifications along with other enabling activities. Mechanical Completion of the project is scheduled in second quarter of FY 202526.

Bio ATF Demo Plant

The project envisages setting up of 20 KLPD Bio ATF Demo plant integrated to the Refinery complex at Mangalore using technology CSIR-IIP and EIL. ATF will be produced from Vegetable oils and Tree borne oils. ATF produced will be used for blending with regular Mineral ATF. Order is placed on M/s Engineers India Limited for preparation of Basic Design Package and Detailed Feasibility Report. Mechanical Completion of the project is targeted in third quarter of FY 2025-26.

DEVELOPMENT OF INFORMATION TECHNOLOGY, SOFTWARE, HARDWARE ETC.

Information technology has become an essential part of every organization, regardless of its size or industry. With the ever-growing technological advancements, it has become essential to keep up with the latest trends to ensure the organisation's success. With the view to support organizational demands and for effectively utilizing Information technology, MRPL has been undertaking several digital transformation initiatives.

Upgradation of SAP system to S/4 HANA:

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

Robust IT security:

Ensuring robust IT security has become increasingly crucial, given the growing number of cyber threats. MRPL has implemented several measures to ensure the safety and security of its IT infrastructure. MRPL has implemented Information Security Management System (ISMS) and got certification for ISO 27001:2013. As part of this exercise, various Security policies and processes are defined and implemented. All possible risks for different IT assets have been identified and a comprehensive risk treatment plan has been formulated.

The organisation also conducts regular security audits to identify vulnerabilities and take corrective actions. SECRETARIAL STANDARDS

The Secretarial Auditor has certified that your Company has complied with the applicable Secretarial Standards,

i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors' and ‘General Meetings', respectively, during the financial year 2022-23.

HEALTH, SAFETY & ENVIRONMENT PERFORMANCE Occupational Health

1. Health

• MRPL recognize that a healthy workforce is critical to our success, and our healthcare facilities aim to provide a conducive and safe environment for our employees and their families. MRPL has established two state-of-the-art Occupational Health Centres and a Hospital within the Refinery premises to provide quality healthcare services to our stakeholders.

• The MRPL Hospital is equipped with 24x7 ambulance services, emergency medical aids, essential medicines, and antidotes, qualified paramedics, and Specialist & Super Specialist consultation services on a weekly, fortnightly, and monthly basis. The hospital has a team of experienced medical professionals, including physicians and specialists, who provide prompt and reliable medical care to our stakeholders in case of emergencies. In addition, we have appointed Ayurvedic and Homeopathic specialists to provide free consultations, thereby promoting alternative forms of medicine for the benefit of our stakeholders.

• To promote health awareness, your Company conducted several programs in 2022-23. First Aid and Basic Life Support training programs were organized for employees and medical staff to equip them with the skills necessary to respond to emergencies. Additionally, MRPL organized free cardiology camps for employees and their dependents to identify and manage any cardiac-related issues.

• Conducted the awareness programs for end cancer, stroke, and the "END TB PROGRAM" for medical staff to raise awareness about these critical health issues. Our aim is to prioritize the well-being of our stakeholders and foster a culture of health and safety within the organization. We believe that investing in the health and safety of employees and their families is essential for achieving business goals and creating long-term value for stakeholders.

• Various medical camps that were organised for the wellbeing of stakeholders in the 2022-23 are as below:

• Opthalmic camps - 185 beneficiaries

• Audiometric camp - 70 beneficiaries

• Blood donation camps - 159 people donated

• Dental screening - DPS school children 1st to 5th Standard

• Bone Mineral Density check - 70 beneficiaries

• Eye camp - 900 DPS school children covered

In addition, Industrial Hygiene survey was carried out at Refinery Complex.

• As part of mass campaign to eliminate TB, your Company organised pledges for Pradhana Mantri TB Mukt Bharat Abhiyaan. Also a Memorandum of Understanding was signed between MRPL & District TB Office, National Tuberculosis Elimination.

• Street play on Tobacco use was organised at strategic locations near Refinery Complex.

• MRPL received first prize in outstanding initiatives for promoting Medical and Health at 44^th All India Public Relations Conference held at Bhopal during December, 2022.

2. Safety

• MRPL successfully achieved ZERO Reportable Lost Time Injuries (RLTI) for the FY 2022-23.

• MRPL achieved 1003 & 2711days without Reportable Lost Time Injuries (RLTI) as on 31/03/2023 in case of Refinery and Aromatics respectively.

• MRPL bagged following safety awards:

> Gold award by Federation of Indian Chambers of Commerce & Industry for excellence in Industrial Disaster Risk Management

> First prize in Karnataka State Level Safety award 2023

> MRPL Aromatic complex bagged "Karnataka State Level Safety Award 2023" in the Petrochemical industries category from the Department of Factories & Boiler

• State Level Offsite Mock Exercise was conducted at MRPL in 2022, in association and in presence of Karnataka State Disaster Management Authority & National Disaster Management Authority.

• Mock Drill on Road Transportation emergency was conducted in October, 2022 as per "Petroleum and Natural Gas Regulatory Board (PNGRB) Regulations, 2010".

• Oil Spill Response mock exercises were carried in February 2022 & NovembeRs. 2022 at MRPL- SPM facility in coordination with Indian Coast Guard, NMPA and MRPL.

• In view of Chemical Disaster Prevention Day-2022, MRPL hosted one day workshop on "Disaster Management Strategies - Potential challenges & Interventions" wherein nearby industries participated in large numbers.

• Safety Audit of Refinery Complex was carried out in Nov 2022 by British Safety Council for the year 2022-23.

• Safety Audits of Aromatics unit and MRPL-SPM facility was carried out by OISD in the year 202223.

• Seven employees from Fire & Safety Department were felicitated by the hon'ble Union Minister of State - Petroleum & Natural Gas and Labour & Employment for bravely fighting the fire at MSEZ.

• Environmental clearance & Consent for Operation granted by MoEF&CC and KSPCB, respectively for Capacity Expansion of Refinery to 18.2 MMTPA.

• Environmental Clearance granted by State Environmental Impact Assessment Authority, GoK for proposed 2G-Ethanol project at Davangere.

• Consent for Establishment for Modernization Project granted by KSPCB.

• Terms of Reference received from MOEF&CC for Bio-ATF Project.

• 1273 MT of Oily Sludge & 1428 MT of PFCC Spent catalysts have been Co-processed in SPCB authorized cement industries.

• 368 MT of Spent catalysts has been disposed through SPCB authorized Recyclers/ Re-processors.

• 14.89 MT of Waste White Oil have been disposed to SPCB authorized incineration facility.

• 292.4 MT of Non-Recyclable/ Non-Reusable Hazardous waste handed over to Hazardous Waste Treatment, Storage and Disposal Facility (TSDF).

• 61,09,555 M³ (3.68 MGD average) of Tertiary Treated Municipal Sewage water from Mangalore city was utilized in MRPL during FY 2022-23.

• 21,92,386 M³ (1.32MGD average) of desalinated water from desalination plant was utilized in MRPL during FY 2022-23.

• SRU7 commissioned in 2022 was made operational in 2022-23 which extended good control on emissions by providing flexibility in handling Amine Acid Gas generated in Phase-1&2 units.

• MRPL bagged the prestigious award "Global Water Management and Conservation Company of the Year 2022" from Energy and Environment Foundation - New Delhi.

• MRPL won "Greentech Intl. EHS Award 2023" for best practices in EHS.

With climate change becoming an increasingly pressing issue, businesses have a critical role to play in promoting sustainable development. As a responsible and forward-thinking company, MRPL has recognized this responsibility and have made sustainability a key priority in its operations. Some of the key sustainability initiatives MRPL has undertaken in the past year were as follows:

• Renewable Energy: MRPL has continued to produce renewable energy through solar power to reduce our carbon footprint. In addition, we have implemented energy-efficient technologies and practices to reduce our energy consumption. In FY 2022-23 total solar energy generated by MRPL was 10,293 MWh and total solar energy consumed by the company was 17,895 MWh (including the solar energy imported).

• Waste Management: MRPL is having a robust waste management system, which includes recycling, reusing, and responsible disposal of hazardous waste. Hazardous waste generated in Refinery Complex is co-processed through cement industries where it is used as alternate source of energy. Spent catalyst is recycled through SPCB authorized recyclers and precious metals are recovered. In FY 2022-23, 66.6% of total hazardous and non-hazardous waste were recycled and re-used. Balance waste disposed to Hazardous Waste Treatment, Storage and Disposal Facility (TSDF). Oily sludge generated in ETP is re-used in the DCU unit as an effective method of reducing waste.

• Water conservation: MRPL have implemented many water-saving measures. MRPL invested in water treatment and recycling technologies to reduce water footprint. In FY 2022-23, 69.8% of ETP feed flow was recycled and re-used in the Refinery. To mitigate the risk of river water as a single source of water, Rs. 30 MLD Desalination plant was commissioned and inaugurated by Honourable Prime Minister Shri Narendra Modi. 21,92,386 M³ of desalinated water from the plant was utilized in MRPL during FY 2022-23. In addition to the de-salination plant, MRPL is utilizing Mangalore city treated sewage water to reduce use of fresh river water. In FY 2022-23, total Mangalore city treated sewage water utilized in the refinery was 61,09,555 M³.

• Afforestation initiatives: MRPL has taken several greenbelt development and compensatory afforestation initiatives to increase its green cover. MRPL has developed 50 acres of Greenbelt in Pilikula Biodiversity Park with approximately 4,000 numbers of different western ghat plant species. MRPL has developed green belt in 25 acres at Bengre near Thannirbhavi sea shore and raised approximately 4,000 numbers of plants saplings in co-ordination with Karnataka Forest Department. 2,231 numbers of saplings were planted in the refinery area during the FY 2022-23.

• Community Engagement: MRPL has actively engaged with local communities to promote sustainability awareness and educate them on the importance of responsible environmental practices. MRPL has also supported environmental initiatives and programs to promote sustainable development. Few of the activities include providing drinking water facility, Solar Street lights to nearby villages. MRPL has conducted various community awareness programs in nearby villages to raise awareness on environment mainly related to, domestic waste management, plastic waste, importance of tree planation etc., among local community and school children.

• These initiatives are part of MRPL's ongoing efforts to promote sustainable practices throughout operations and value chain. MRPL has been honoured with "Grow Care India Sustainability Award 2022" Platinum award for various initiatives under taken towards Sustainability.

Your Company's social welfare and community development initiatives focus on the key areas of education, health care & sanitation and overall development of basic infrastructure in and around its operational area/ Dakshina Kannada & Udupi District/Karnataka State. These projects are largely in accordance with Schedule VII of the Companies Act, 2013.

The key objectives of the MRPL's CSR Policy is to ensure an increased commitment at all levels in the organization, to operate its business in an economically, socially and environmentally sustainable manner, while recognizing the interests of all its stakeholders.

The Company has identified following focus areas for CSR engagement:

1. Shiksha Samrakshan

2. Arogya Samrakshan

3. Bahujan Samrakshan

4. Prakruti Samrakshan

5. Sanskrithi Samrakshan

The CSR & SD Policy may be accessed on the Company's website at http://www.mrpl.co.in/CSR. The

Annual Report on CSR activities for FY 2022-23 is annexed herewith as "Annexure-A"

The Audited Consolidated financial statements for the year ended 31^st March, 2023 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.

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.

The Board of Directors have decided to retain the entire amount of profit for Financial Year 2022-23 in the Statement of Profit & Loss as at March 31, 2023.

The Board has not recommended any dividend for the FY 2022-23. The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), is available on the Company's website:https://mrpl.co.in/sites/default/files/Statutory%20Disclosures/Dividend%20Distribution%20Policy_1482132372.pdf

Your Company has not accepted any deposits during the Financial Year pursuant to Section 73 of the Companies Act, 2013 and Rules there under.

There have been no loans / guarantees given or securities provided during FY 2022-23 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.

The Company has not issued any shares during FY 2022-23. The Issued, Subscribed and Paid up Equity Share Capital of your Company as on 31/03/2023 was about RS. 1,753 Crore. The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise and also sweat equity shares to employees of the Company under any scheme during the FY 2022-23.

DISCLOSURE OF ACCOUNTING TREATMENT:

In the preparation of Annual Financial Statements for the year ended March 31, 2023, the applicable Ind AS have been followed. So there is no treatment different from that prescribed in Indian Accounting Standards.

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

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

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

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

HUMAN RESOURCES Compensation & Welfare Benefits:

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

The Company offers best in class welfare benefits to the employees like House Building Advance, Medical Benefits, Provident Fund (PF), Gratuity, Conveyance Advance, Post-Retirement Medical Benefit Facility (PRMBF), Maternity-Paternity leaves, Performance Related Pay (PRP). These welfare benefits of the Company are being revised from time to time with the industry practice so as to enable employees to get enhanced benefits.

Employee Relations:

Your Company holds its employees in the highest esteem and accordingly follows the best in-class HR practices, reviews them periodically and strives to further improve upon that. As a result, the employee relations continue to be cordial and harmonious. As in the past years, this year too, MRPL is happy to report that not a single man-hour was lost on account of any industrial disturbance in the year 2022-23.

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

The Company adheres to all relevant statutory requirements and abides by guidelines / requirements ofthe relevant local authorities wherever it is operating. 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.

Training & Development:

Recruitment:

During the financial year 2022-23, Company has recruited 84 employees including of 15 Scheduled Caste (SC) employees and 4 Scheduled Tribe (ST) employees and 8 women employees.

Employee Grievance Redressal:

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. Further Collectives and Officers associations are engaged at every stage to discuss and negotiate policy issues and address concerns.

Diversity and Inclusion

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

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

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

Digitalisation Initiatives:

MRPL developed an in-house online Contract Management System (CMS). This initiative has not only saved the cost by developing it in-house but also helped the Company in having the records of each and every contract worker working with various contractors in MRPL. This in turn helped in strengthening the security of the premises, having the exact number of workers in place, having the online records of each workman, which can be accessible anytime from anywhere.

Also developed an Online on boarding System for new joinees in order to reduce the manual paper work and time for on boarding process.

Reporting on SC / ST / PWD

Presidential Directives and other Guidelines issued by Department of Public Enterprises, Ministry of Petroleum & Natural Gas, Ministry of Social Justice and empowerment from time to time with regard to reservation in services for Scheduled Castes, Scheduled Tribes, other backward castes and persons with disabilities have been complied with. An adequate monitoring mechanism has been put in place for sustained and effective compliance. Liaison officers are appointed to ensure implementation of the Government Directives. Reservation Rosters are maintained as per the directives and are regularly inspected by the Liaison Officer of the Company as well as the officials from MoP&NG to ensure proper compliance of the Directives. MRPL also complies with provisions under "The Persons with Disabilities (Equal Opportunities, Protection of Rights and Full Participation) Act, 1995 relating to providing employment opportunities for Persons with Disabilities (PWDs). As on 31/03/2023, there are 42 permanent employees with disabilities on the role of MRPL.

During the Year 2022-23, the Company devoted 6703 Mandays for training, development and learning, which amounts to 2.65 average Mandays per employee for Management staff and 3.30 Mandays per employee for NonManagement staff.

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

WOMEN EMPOWERMENT

Prevention of Sexual Harassment at Workplace (POSH) Framework:

Women employees constituted 9 percent of the Company's workforce. The provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, have been implemented across the Company with clear objective of providing protection to women against sexual harassment at the workplace and for the prevention and redressal of complaints of sexual harassment. Internal Committee (IC) has been set up in the Company headed by senior-level women employee to deal with sexual harassment complaints, if any.

MRPL conducts regular workshops especially for women employees to bring awareness about their rights and facilities at workplace and emphasising the provisions of the Act. Gender sensitisation programmes for the male employees are also conducted regularly. Newly recruited employees in the Company are made aware ofthe provisions of the Act and the measures adopted by the Company to prevent such incidents.

There have been no cases reported to the internal committee for the FY 2022-23. Annual Return pertaining to Sexual Harassment of Women at workplace is attached at ‘Annexure -C'.

OFFICIAL LANGUAGE

MRPL is implementing Official Language Policy in letter and spirit as per the Annual Programme prescribed by the Department of Official Language under Ministry of Home Affairs, Govt. of India. In order to propagate and promote Hindi among the employees, Hindi Workshops, Hasya Kavi Sammelan, Seminars were organized on a regular basis. Further to promote usage of Hindi in the Company, in-house Hindi Journal namely "MRPL PRATIBIMB" is also being published annually. MRPL conducted All India Level Hindi Essay Competition for all OIL PSUs employees where in a significant no. of employees participated. Training programmes were conducted regularly for employees to qualify in Prabodh, Praveen & Pragya Examinations.

MRPL participated at Town Official Language Implementation Committee (TOLIC) level Hindi competitions and won twelve prizes and stood First at the TOLIC level competitions. In recognition, your Company has been awarded First prize for the outstanding performance in the field of Official Language implementation by TOLIC, Mangaluru.

RIGHT TO INFORMATION ACT, 2005

Your Company has established a framework to address matters pertaining to the Right to Information Act (RTI Act), 2005. This includes appointing a Nodal Officer at the Registered Office in Mangalore, a First Appellate Authority (FAA), one Central Public Information Officer (CPIO), and two Assistant Public Information Officers (APIOs). Furthermore, the Company has published an RTI manual on its website in compliance with Section 4(2) of the RTI Act. Your Company has also integrated with the online RTI portal launched by DoPT and handles all applications and appeals received through this platform. Quarterly and Annual Reports are submitted through the online portal of the Central Information Commission within the stipulated time frame. Information regarding RTI applications received and disposed of by the Company can be accessed online at www.mrpl.co.in/Content/RTI.

SECURITY MEASURES

Security measures at MRPL Refinery are designed to comply with the Oil Sector Infrastructure Protection Plan (OSIPP) and the recommendations provided by the Ministry of Home Affairs (MHA) through periodic security audits.

Physical protection of the Refinery is entrusted to the Central Industrial Security Force (CISF) who are equipped with advanced gadgets and weapons to handle any potential security threats. In addition, the Refinery has a cutting- edge electronic surveillance system, including CCTV and Electronic Intrusion Detection, which is monitored from a Central Command & Control Centre.

The Company prioritize security and undertake periodic mock drills to ensure preparedness. The Company also organizes Security Awareness Weeks to promote awareness among all stakeholders regarding potential security issues.

As part of commitment towards security, the Company is undertaking a major upgradation of physical security infrastructure at the Gates of the Refinery. This project includes state-of-the-art automation technologies for access control, vehicle checking, and overall security. These upgrades will further enhance the security of refinery.

VIGILANCE FUNCTION

Your Company is a Minirathna Company under the administrative control of Ministry of Petroleum and Natural Gas (MoPNG), Government of India. The Company is a subsidiary of Oil and Natural Gas Corporation Limited (ONGC). Company has developed a structured mechanism of vigilance functions. Its practices are focused towards creation of value to stakeholders. The practices involve multi-layer checks and balances to improve transparency. Vigilance awareness and preventive vigilance activities were continuously carried out during the year.

Your Company has adopted a complaint handling procedure in accordance with CVC regulations, in which all complaints received from various sources are documented and investigated by vigilance. The details on the best vigilance practices and links to various useful websites are also provided in the MRPL Corporate website. The Company has achieved high compliance level with regard to e-procurement, e-tender and e-payment. Vigilance function focus on regular study of systems and procedures for continuous improvement and enhanced efficiency. Company is always looking forward to implement Technology based Innovation to ensure greater transparency and accountability. In line with instructions of CVC, Company had conducted Vigilance Awareness programs for spreading awareness on Integrity. Various sensitization programmes were conducted on the importance of ethics and moral values in public life for employees and secondary workforce across all level.

During the FY 2022-23, total 4 PIDPI complaints were received and investigation reports submitted in all 4 PIDPI complaints. FurtheRs. 19 complaints were received from other sources (Non-PIDPI) out of which 17 complaints were disposed -off. Investigation is in progress foRs. 2 (Non-PIDPI) complaints as on 31/03/2023.

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, one complaint was received under Whistle Blower Policy and the same was disposed off.

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

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

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES:

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

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

ANNUAL RETURN :

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 the Annual Return as on 31/03/ 2023 is available on the Company's website on https://www.mrpl.co.in/sites/default/files/DRAFT-ANNUAL- RETURN-FY-2022-23.

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

All transactions entered with related parties during the FY 2022-23 were on arm's length basis and in ordinary course of business. Further, there were no material related party transactions during the year with the Promoters, Directors or Key Managerial Personnel and no related party transactions were made which could have had a potential conflict with interests of the Company at large. The Company's major related party transactions are generally with its Holding Company, Joint Venture Company and associates. All the contracts/arrangements/ transactions entered into with related parties were on arm's length basis, intended to further the Company's interest. The Company has adopted a Related Party policy and procedure, which is available at Company's website.

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

DIRECTORS & KEY MANAGERIAL PERSONNEL :

Changes in the Board of Directors and Key Managerial Personnel during the financial year 2022-23

MRPL being a Central Public Sector Enterprise (CPSE), Directors on the Board of the Company are appointed by

the Administrative Ministry i.e., Ministry of Petroleum and Natural Gas (MoP&NG), Government of India and therefore the provisions of Section 134(3) ofthe Companies Act, 2013 regarding policy on Directors' appointment and remuneration shall not apply in view of the MCA notification dated 05/06/2015.

• Smt. Pomila Jaspal, Director (Finance) & Chief Financial Officer (CFO), resigned from the post of Director (Finance) & CFO w.e.f 18/04/2022 consequent upon her appointment as Director (Finance), Oil and Natural Gas Corporation Limited.

• Shri Yogish Nayak S., has been appointed as Chief Financial Officer w.e.f. 27/04/2022.

• Shri Asheesh Joshi has been appointed as Director (Govt Nominee) by Ministry of Petroleum & Natural Gas (MoP&NG), Government of India w.e.f 14/06/2022.

• Smt. Esha Srivastava ceased to be a Director (Govt Nominee) w.e.f. 14/06/2022 upon withdrawal of nomination by MoP&NG.

• Shri Om Prakash Singh, (ONGC Nominee) ceased to be a Director w.e.f 23/06/2022, consequent upon the withdrawal of nomination by Oil and Natural Gas Corporation Limited.

• Shri R T Agarwal (Independent Director), has vacated the office of Independent Director w.e.f. 12/07/2022 on completion of his tenure of 3 year

• Smt. Pomila Jaspal (ONGC Nominee) has been appointed as Director on the Board of MRPL w.e.f. 15/07/2022.

• Dr. Alka Mittal, Chairperson - MRPL ceased to be Director & Chairperson w.e.f 31/08/2022 consequent to her superannuation from the services of Oil and Natural Gas Corporation Limited on 31/08/2022.

• Shri Rajesh Kumar Srivastava (ONGC Nominee) has been appointed as Director/Chairman w.e.f 07/09/2022.

• Shri Vinod Shenoy, (HPCL Nominee) ceased to be Director w.e.f 01/10/2022 consequent to his superannuation from the services of Hindustan Petroleum Corporation Limited.

• Shri S Bharathan (HPCL Nominee) has been appointed as Director on the Board of MRPL w.e.f. 04/10/2022.

• Shri Rajesh Kumar Srivastava, Chairman - MRPL ceased to be Director w.e.f 16/12/2022, consequent upon the withdrawal of nomination by Oil and Natural Gas Corporation Limited.

• Shri Arun Kumar Singh was nominated as the Chairman on the Board of MRPL by ONGC w.e.f. 21/12/2022. The Board places on record its appreciation for the valuable services rendered by the outgoing Directors during their respective tenures.

Changes in the Board of Directors afteRs. 31/03/2023

> Shri Vivek Chandrakant Tongaonkar (DIN: 10143854), is appointed by Ministry of Petroleum and Natural Gas (MoP&NG) vide its letter dated 28/04/2023 as Director (Finance), on the Board of MRPL for a period of 5 years from the date of assumption of charge of the post or till the date of his superannuation or until further orders, whichever is earliest, and he took charge w.e.f. 02/05/2023.

> Shri Dheeraj Kumar Ojha (DIN: 09639759) (Govt. Nominee) has been appointed as Additional Director by the Board of MRPL w.e.f 16/05/2023 upon the nomination received by the Ministry of Petroleum Natural Gas (MoP&NG) vide its letter dated 16/05/2023 for a period of 3 years on co-terminus basis or until further order from Ministry of Petroleum & Natural Gas, Government of India, Whichever is earlier.

> Shri Rohit Mathur (DIN: 08216731) (Govt. Nominee) ceased to be Director w.e.f16/05/2023 upon withdrawal of nomination by Ministry of Petroleum & Natural Gas.

> Shri M Venkatesh (DIN: 07025342) Managing Director & CEO has vacated the office of Managing Director w.e.f 01/06/2023 on completion of his tenure of five years as Managing Director & CEO.

> Shri Sanjay Varma (DIN: 05155972) Director (Refinery) has been assigned the additional charge of Managing Director w.e.f 01/06/2023 till 30/06/2024 i.e., the date of his superannuation or till the appointment of regular incumbent to the post or until further orders from MoP&NG, whichever is the earliest.

Changes in the Key Managerial Personnel afteRs. 31/03/2023

> Shri Vivek Chandrakant Tongaonkar (DIN: 10143854) Director (Finance) has been appointed as Chief Financial Officer (CFO) in place of Shri Yogish Nayak S w.e.f 24/05/2023.

> Shri M Venkatesh (DIN: 07025342) Chief Executive Officer has vacated the office of Chief Executive Officer w.e.f 01/06/2023 on completion of his tenure of five years as Managing Director & CEO.

> Shri Sanjay Varma (DIN: 05155972) Managing Director (Additional Charge) and Director (Refinery) has been appointed as Chief Executive Officer w.e.f 03/07/2023.

FORMAL ANNUAL EVALUATION

Being a Government Company, policy on directors' appointment and remuneration is not applicable and also evaluation of their performance is exempted under the Companies Act, 2013. The Company made a representation to DPE seeking similar exemption under Listing Regulations.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to provisions of Section 134 of the Companies Act, 2013, the Board of Directors of your Company has made the following statement for FY 2022-23:

a) In the preparation of the Annual Financial Statements for the year ended March 31, 2023, 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 eleven (11) Meetings during the FY 2022-23. The maximum interval between any two meetings did not exceed 120 days as prescribed in the Companies Act, 2013. Details of the Board Meetings held, have been furnished in the Corporate Governance Report which forms part of this Report.

AUDIT COMMITTEE

The Audit Committee has been constituted as per the terms of reference prescribed under Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014, Regulation 18 of SEBI Listing Regulation, 2015 and Guidelines on Corporate Governance for Central Public

Sector Enterprise issued by Department of Public Enterprise, Government of India. There have been no instances where the recommendations of the Audit Committee were not accepted by the Board of Directors. The details of Audit Committee are disclosed in the Corporate Governance Report which forms part of this Report.

NOMINATION & REMUNERATION COMMITTEE (NRC) :

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

Pursuant to Section 178 of the Companies Act, 2013 and 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 on the Nomination & Remuneration are disclosed in Corporate Governance Report which forms part of this report.

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

RISK MANAGEMENT POLICY :

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS:

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

CORPORATE GOVERNANCE :

The Companies Act, 2013 and SEBI (LODR) Regulations, 2015 have strengthened the governance regime in the country. Your Company is in compliance with the governance requirements provided under the Companies Act, 2013, SEBI Listing Regulations, 2015 and has complied with all the mandatory provisions of Companies Act, 2013 and Rules made there under, SEBI Listing Regulation, 2015 relating to the Corporate Governance requirements and mandatory guidelines on Corporate Governance for CPSEs issued by DPE, Government of India. The Corporate Governance Report for the FY 2022-23 forms part of this Report.

Pursuant to Schedule V of the SEBI Listing Regulations, 2015, the compliance certificate from Practicing Company Secretaries regarding compliance of conditions of Corporate Governance also forms part of the Annual Report. The Secretarial Auditors have made observations on non-availability of requisite number of Independent Directors on the Board of the Company from 01/04/2022 to 31/03/2023 and Nomination and Remuneration Committee from 01/04/2022 to 21/07/2022. The matter for appointment of requisite number of independent Directors is being pursued with MoP&NG and the same is under active consideration of MoP&NG.

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

INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

SEBI Listing Regulations, 2015 mandated inclusion of Business Responsibility and Sustainability Report (BRSR) as part of the Annual Report for top 1,000 listed entities based on market capitalization. In compliance with the Regulations, BRSR for the FY 2022-23 forms part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

In terms of Regulation 34 of the SEBI Listing Regulations, 2015 the Management Discussion and Analysis (MDA) Report for the FY 2022-23 forms part of this Report.

INTERNAL FINANCIAL CONTROL:

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

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

As regards Financial Reporting controls, the internal auditor verifies the adequacy and effectiveness of controls. Your Company has also obtained a certificate from the Joint Statutory Auditors under Sec 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 2023.

AUDITORS:

Joint Statutory Auditors

M/s Sankar & Moorthy, Chartered Accountants, Kannur and M/s Ram Raj & Co, Chartered Accountants, Bengaluru were the Joint Statutory Auditors of the Company for the FY 2022-23. They have audited the Financial Statements for FY 2022-23 and submitted their report which forms part of this report. There is no qualification in the Auditors Report on the financial statements of the Company. Notes to the Accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any comments. Total fees paid to the Joint Statutory Auditors for the financial year 2022-23 was Rs. 33 lakh (excluding applicable taxes) on consolidated basis.

Secretarial Auditors

Your Company engaged M/s Ullas Kumar Melinamogaru & Associates, Practising Company Secretaries, Mangaluru for conducting Annual Secretarial Audit for FY 2022-23 pursuant to Section 204 of the Companies Act, 2013. M/s Ullas Kumar Melinamogaru & Associates, Practising Company Secretaries, Mangaluru has issued Secretarial

Audit Report for the FY 2022-23 which forms part of this report as ‘Annexure-F'. The Auditors have made observations on the composition of the Board with regard to requisite number of Independent Directors on the Board of the Company. The matter for appointment of requisite number of independent Directors is being pursued with MoP&NG and the same is under active consideration of MoP&NG.

Cost Auditors

Pursuant to Section 148 ofthe Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Cost Accounts maintained by the Company for the FY 2022-23 are being audited by Cost Auditors M/s. Musib & Co. Cost Accountant, Mumbai.

COMMENTS OF C&AG ON THE JOINT STATUTORY AUDITORS' REPORT ON THE CONSOLIDATED AND STANDALONE FINANCIAL STATEMENTS FOR THE FY 2022-23

The Comments of Comptroller & Auditor General of India (C&AG) forms part of this report and are attached as ‘Annexure-G'. You would be pleased to know that there are no comments from C&AG on the Auditor's Report or on the Financial Statements for the year 2022-23.

CERTIFICATE OF NON-DISQALIFICATION OF DIRECTORS

M/s Ullas Kumar Melinamogaru & Associates, Practing Company Secretaries (PCS), has issued a certificate of Non-Disqualification of Directors dated June 26, 2023 as required under Schedule V Para C Clause (10)(i) of Listing Regulations, confirming that none of the directors on the Board of the company has been debarred or disqaulified from being appointed or continuing as director of companies by the SEBI / Ministry of Corporate Affairs or any such statutory authority.

DECLARATION BY INDEPENDENT DIRECTORS:

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

ACKNOWLEDGEMENT

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

Your Directors gratefully acknowledge support and direction provided by the parent Company, Oil and Natural Gas Corporation Limited (ONGC) and the support of Hindustan Petroleum Corporation Limited (HPCL) as Promoters of the Company. Your Directors acknowledge the continuous cooperation and support received from New Mangalore Port Trust, Financial Institutions, Banks and all other stakeholders. Your Directors recognize the patronage extended by the valued customers for the products of the Company and promise to provide them the best satisfaction. The Board would like to express its sincere appreciation for the dedicated efforts made and valuable services rendered by all the employees collectively and concertedly as a team known as "Team MRPL" towards the Company's achievements during the year 2022-23.