To
The Members of Chennai Petroleum Corporation Limited Report on the Audit of the Standalone Financial Statements
Opinion
We have audited the accompanying standalone financial statements of M/s.Chennai Petroleum Corporation Limited (hereinafter referred as "the Company"), which comprise the Balance Sheet as at March 31, 2026, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows and Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, including material accounting policies and other explanatory information (hereinafter collectively referred as "standalone financial statements").
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements, give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standard) Rules, 2015, as amended ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs (financial position) of the Company as at March 31, 2026 and, its total comprehensive income (comprising of profit
Key Audit Matters
and other comprehensive income), its cash flows and the changes in equity for the year ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing ("SAs") specified under Section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditors Responsibilities for the audit of the standalone financial statements section of this report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI), together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Companies Act, 2013 and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Emphasis of Matter
We draw attention to Note No. 44.1 of the standalone financial statements, which discusses the Companys investment and other funds deployed as per the Joint Venture agreement in Cauvery Basin Refinery Petrochemicals Limited. Our opinion is not modified in respect of this matter.
Key Audit Matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the financial year. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Measurement of Inventories (excluding stores and spares and inventory in-transit)
As at 31 March 2026; the value of inventory (excluding stores
and spares and inventory in - transit) is Rs. 6,387.92 Crores. This constitutes significant percentage of the total inventory of the Company.
The inventories are initially measured by volume by using various scientific / technical parameters by the Companys in-house experts.
The closing inventory of finished products is a result of processes which results in production of several joint products. The product cost of these joint products is derived based on allocation of raw materials and other overheads on the basis of Gross Refinery Margin computed based on the selling price and products costs incurred.
Considering that the quantity is measured using various technical
/ scientific parameters and the valuation is based on these quantities computed and allocation of cost based on specific parameters which includes significant amount of management judgements and estimates, hence it is considered as a key audit matter.
(Please refer Note No 9 and Material Accounting Policies in Note No 1A, Sub Note 7)
We have evaluated the appropriateness of the methodology used
to record the physical quantity of stock.
We participated in the managements exercise to physically verify the inventory at year end on a test check basis.
In case of finished products and intermediate products which involve significant amount of measurement including the use of scientific and technical parameters and conversion metrics, we tested the same on sample basis and compared the book quantities with derived values to ensure its accuracy and independently validated the input data from external sources of information.
In case of primary raw material i.e., crude oil, we have test checked the correctness of the computation of the weighted average cost.
In case of intermediate products (stock-in-process) and finished products, we have verified the methodology of valuation including consistency in the manner of allocation of costs within the joint products and assumptions used.
We have compared the cost vis-?-vis net realisable value of the inventory and tested the requirements, if any, for the write down of the inventories to net realisable value.
Property, Plant and Equipment
The major items in Companys Property Plant and Equipment (PPE) constitutes Plant and Equipment, Office Equipment, Buildings, Roads and other infrastructure and Land (Freehold and Leasehold).
Though the Companys refinery is at a single site, pipelines constitute significant portion of the asset are laid both within and outside the refinery to enable transfer of raw material and finished goods, and other assets require technical estimates on its useful life. The land on which the Company operates its assets includes freehold land and leasehold land; some of which the title deeds are yet to be transferred to the name of the Company (Refer Note No 2).
Considering the complexities of the PPE, ensuring its ownership, technical estimates required for determining the life and challenges in physical verification, we have considered PPE as a key audit matter.
Review of the process of maintenance of PPE Register, additions and disposals of PPE and process of physical verification.
Review of the title deeds of immovable properties.
On a sample basis, vouched for the additions and disposals of PPE during the year.
Reviewed the exercise of physical verification of PPE by the management.
Provisions (excluding employee benefit related) and Contingent Liabilities
The Company has disclosed contingent liabilities in Note No. 33 B, relating to dues disputed with statutory authorities including Central Excise, Customs, Service Tax, Sales Tax, Goods and Services Tax, Income Tax and other statutes
The above contingent liabilities related to disputes under various statutes which require significant amount of judgement to determine possible outcome which may or may not have a financial impact; and hence disclosed unless there is possibility of outflow of economic resources is considered remote.
The assessment of the risks associated with the litigations is based on complex assumptions which require the use of significant judgement, and such judgement relates primarily to the assessment of the uncertainties connected to the prediction of the outcome of the proceedings and to the adequacy of the disclosures in the standalone financial statements. Because of the judgement required, the materiality of such litigations and the complexity of the assessment process, the areas is a key matter of our audit
Assessment of the process and relevant controls implemented to identify legal and tax litigations and pending administrative proceedings.
Assessment of assumptions used in estimating the possible outcome of such disputed claims / cases against the Company based on records and judicial precedents made available.
Inspection of the key relevant documentation and inquiry with the legal and tax departments, obtaining status update and the opinion of the legal counsel representing the Company on the matters involving various legal disputes.
Analysis of opinion received from the experts wherever available.
Review of the adequacy of the disclosures in the notes to the standalone financial statements
Other Matters
The Company did not have the minimum number of Independent Directors including one Woman Independent Director required in terms of the provisions contained in the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, throughout the reporting financial year in respect of the composition of its Board of Directors.
Further, the requirement of having two third of Independent Directors on the Audit Committee and Nomination & Remuneration Committee was not complied with from March 29, 2026, till the date of reporting. We are informed that the appointment of Independent Directors including One Woman Independent Director are in consideration of the Government of India as on the date of reporting.
Our opinion is not modified in respect of the above matters.
Other Information
The Companys Management and the Board of Directors are responsible for the other information. The other
information comprises of financial performance highlights. Boards Report includes annexures to the Boards Report and other information included in the Annual Report but does not include the standalone and consolidated financial statements and our report thereon. The matters to be included in the Annual Report is expected to be made available to us after the date of this auditors report. Our opinion on the standalone financial statements does not cover the other information and will not express any form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements, or our knowledge obtained in the audit or otherwise appears to be materially misstated. When we read the other information, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance for appropriate action and if left uncorrected, bring the material misstatement to attention of the user.
Responsibilities of Management and Those Charged With Governance for the standalone financial statements
The Companys Management and the Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act.
This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, the Board of Directors is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. The Board of Directors is also responsible for overseeing the Companys financial reporting process.
Auditors Responsibilities for the audit of the standalone financial statements:
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance but it is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)
(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report to the related disclosures in the financial statements or if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure, and contents of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and
(ii) to evaluate the effect of any identified misstatements in the standalone financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate
with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
Report on Other Legal and Regulatory Requirements
As required by the Companies (Auditors Report) Order, 2020 ("the Order") issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the "Annexure 1", a statement on the matters specified in paragraphs 3 and 4 of the Order to the extent applicable.
Based on the verification of records of the Company and based on information and explanations provided to us during the audit, we provide here with a report on the Directions issued by the Comptroller and Auditor General of India in terms of Section 143(5) of the Act as Annexure 2.
As required by sub-section (3) of Section 143 of the Act, we report that:
We have sought and obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit.
In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows dealt with by this report are in agreement with the books of account.
In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act.
This being a Government Company, in terms of Notification No. G.S.R.463(E.) dated June 5, 2015; issued by the Ministry of Corporate Affairs, Government of India, the provisions of Section 164(2) of the Act does not apply.
With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure 3". Our report expresses an unmodified opinion on the adequacy and the operating effectiveness of the internal financial controls with reference to standalone financial statements.
This being a Government Company, in terms of Notification No.G.S.R.463(E.) dated 5 June
2015; issued by the Ministry of Corporate Affairs, Government of India, the provisions of Section 197 read with Schedule V of the Act does not apply.
With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements in Note No. 33B.
The Company has made provision as required under the applicable law or accounting standards for material foreseeable losses, if any, on the long-term contracts including derivative contracts to the standalone financial statements; and
There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
(a) The Management has represented that, to the best of its knowledge and belief, other than as disclosed in the notes to the accounts, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
The Management has represented, that, to the best of its knowledge and belief, other than as disclosed in the notes to the accounts, no funds have been received by the company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
Based on such audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to their notice that has caused them to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (i) and (ii) above, contain any material misstatement.
Compliance u/s 123 of the Act:
The final dividend for the previous year ending 31 March 2025 has been paid within the timeline prescribed under Section 123 of the Act.
During the financial year 2025-26, the Company had declared interim dividend which has been paid within the timelines prescribed under Section 123 of the Act.
Refer Note 12 and Note 16 of the standalone financial statements for the details of unclaimed dividend of Rs.173.87 Crores (Rs.150.56 Crores as of 31 March 2025) which includes amount to be claimed by M/s. Naftiran Intertrade Company Limited for the financial year ending March 31, 2022 to March 31, 2026, which, we are informed, could not be remitted due to repatriation restrictions on the part of bankers.This amount has been kept in a separate bank account.
Based on our examination which included test checks, the Company has used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software and has been preserved appropriately.
For R.G.N. Price & Co., K Venkatakrishnan
Chartered Accountants Partner
FRN: 002785S Membership No. : 208591
UDIN: 26208591RYNZTZ9397
Place: Chennai Date: April 24, 2026
Annexure 1 to the Independent Auditors Report
Annexure 1 referred to in Paragraph 1 of Report on Other Legal and Regulatory Requirements of our report of even date to the members of Chennai Petroleum Corporation Limited on the standalone financial statements of the Company, for the year ended March 31, 2026.
Based on the information and explanation provided to us, including inquiries with management, and representations received and based on our examination of records, we report that:
(a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment (PPE).
(B) The Company has maintained proper records showing full particulars of intangible assets.
The PPE are physically verified by the Management according to a phased programme designed to cover all the items over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the PPE has been physically verified by the Management during the year and no material discrepancies have been noticed on such verification.
The title deeds of immovable properties (freehold land) are held in the name of the Company except in case of certain freehold lands given below:
|
Nil |
Nil |
40.69 Acres |
The Tamil Nadu Government has allotted the land for which permission to enter upon the - Not Applicable. Since 1990 land GO No. 695 dated April 26, 1990 is available. However, assignment deed is not yet executed. |
||
|
0.18 |
0.18 |
50.93 Acres |
GO No. 605 dated May 31, 1984 directs to handover the - Not Applicable. Since 1984 possession of property to Company. However, assignment deed is not yet executed. |
||
|
Nil |
Nil |
95.31 Acres |
The Tamil Nadu Government has allotted the land for which Since 2001 permission to enter upon - Not Applicable. and 2009 the land dated 03.12.2001 & 20.02.2009 in respect of 95.31 acres. However, assignment deed is not yet executed. Government Order (GO) is not |
||
Nil |
Nil |
30.36 |
CPCL |
Not Applicable |
Since 1991 yet issued by the
Government
of Tamil Nadu for poramboke lands. |
0.33 |
0.33 |
5.85 |
CPCL |
Not Applicable |
Since 2023 GO issued on 17.02.2021 |
52.38 |
52.38 |
32.6 |
CPCL |
Not Applicable |
Since 2023 GO issued on 06.07.2023 |
The Company has not revalued any of its Property, Plant and Equipment (including Right of Use assets) or intangible assets during the year.
There are no proceedings that have been initiated or pending against the Company for holding any benami property under The Benami Transactions (Prohibition) Act, 1988 (45 of 1988), and rules made thereunder.
(a) The physical verification of inventory has been conducted at reasonable intervals by the management and in our opinion, the coverage and procedure of such verification by the management is appropriate. We did not observe any discrepancies of 10% or more in the aggregate value of inventories.
The Company during the year was sanctioned working capital limits in excess of Rupees Five Crores, in aggregate, from banks and financial institutions on the basis of security of current assets. The quarterly returns or statements filed by the Company with such banks or financial institutions are in agreement with the books of the Company and we did not find any material discrepancies.
(a) During the year the Company has not provided loans or provided advances in the nature of loans, or stood guarantee, or provided security to any other entity including Joint Ventures or Associate. Further the Company does not have any subsidiary. Consequently, the provisions of paragraphs 3(iii)(a)(A) and 3(iii)(a)(B) are not applicable to the Company
During the year, the Company has made investments in the Associate i.e., issue of share warrants for consideration other than cash, the details of which are given below and, in our view, this is not prejudicial to the interest of the Company. Further, the Company has not given loans or provided advances in the nature of loans, or stood guarantee, or provided security to any other entity including Joint Ventures or Associate. Further, the Company does not have any subsidiary.
CauveryBasin Refineryand Petrochemicals
Limited
Associate Issue of share warrants for consideration other
than cash
Nil 84.75 84.75
The Company has not given any loans and advances in the nature of loans and hence reporting under Paragraph 3(iii)(c), 3(iii)(d), 3(iii)(e), 3(iii)(f) are not applicable.
In our opinion and according to the information and explanations given to us, the Company did not grant any loan, make any investment and given guarantees or security during the year which requires compliance under Section 186 of the Act. In respect of loans to parties covered under Section 185, provisions of Section 185 of the Act have been complied with.
The Company has not accepted any deposits or deemed deposits in compliance to the provisions prescribed for accepting deposits under Section 73 to 76 of Companies Act, 2013, and any other relevant provisions of the Act and rules made thereunder. We have been informed by the Management that no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal in this regard.
We have broadly reviewed accounts and records maintained by the Company pursuant to rules made by the Central Government for the maintenance of cost records under Section 148(1) of the Act, in respect of Companys products to which the said rules are made applicable and are of the opinion that, prima facie the prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of records with a view to determine whether they are accurate.
(a) The Company is regular in depositing material undisputed statutory dues including Goods and Services Tax, Provident Fund, Employees State Insurance, Income-Tax, Sales-Tax, duty of Customs, duty of Excise, Cess, and other statutory dues to the appropriate authorities and there were no material undisputed amounts payable in respect of Goods and Service tax, Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax, duty of Custom, duty of Excise, Value Added Tax, Cess, and other material statutory dues in arrears as at March 31, 2026 for a period of more than six months from the date they became payable.
There are no dues of income tax, sales tax, value added tax, service tax, goods and service tax, duty of customs, duty of excise and other material statutory dues which have not been deposited with the appropriate authorities on account of any dispute as on March 31, 2026 other than those given below:
* Gross amount includes penalty and interest, wherever applicable
Based on our examination of records and inquiry with the management, there are no transactions in the nature of undisclosed income or income surrendered under the Income Tax Act, 1961, which needs to be accounted in the books of accounts.
(a) As per the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of loans or other borrowings to any lender during the year.
The Company has not been declared a defaulter by any bank, financial institution, or any other lender.
The Company has utilised the money obtained by way of term loans during the year for the purposes for which they were obtained
According to the information and explanations given to us, and the procedures performed by us, and an overall examination of the standalone financial statements of the Company, we report that no funds raised on short-term basis have been used for long-term purposes by the Company.
The Company has not raised loans during the year on the pledge of securities held in its joint ventures or associate. The Company does not have any subsidiary.
(a) The Company has not raised funds from a public offer (equity or debt capital) as per the Initial Public Offer / Follow
on Public Offer during the year, hence reporting under this clause does not apply.
The Company has not made private placement or preferential allotment of shares or convertible debentures (fully, partially, or optionally convertible) under Section 42 and Section 62 of the Act during the year.
(a) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company, noticed and reported during the year, nor have we been informed of any such case by the Management.
In our opinion and as per the information and explanation given to us, and based on our examination of records, there were no whistle-blower complaints received during the year.
The Company is not a Nidhi Company and therefore the reporting under this clause does not apply.
In our opinion, the related party transactions entered into by the Company are in compliance with Sections 177 and 188 (to the extent where the Audit Committee was constituted as referred in the Other Matter Paragraph in our report) of the Act where applicable, and the details of such transactions have been disclosed in the standalone financial statements, as required by the applicable accounting standards.
(a) The Company has an internal audit system commensurate with the size and nature of its business, but has scope for improvising the effectiveness of Internal Audit function and Governance structure.
We have considered, the internal audit reports for the year under audit, issued to the Company during the year and till date, in determining the nature, timing and extent of our audit procedures.
According to the information and explanation provided to us and based on our examination of records, the Company has not entered into any non-cash transactions with directors or persons connected with them.
(a) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934 (2 of 1934), and hence reporting under this clause does not apply.
The Company has not conducted any Non-Banking Financial or Housing Finance activities without a valid Certificate of Registration (CoR) from the Reserve Bank of India as per Reserve Bank of India Act, 1934 and hence reporting under this clause does not apply.
The Company is not a Core Investment Company as defined in the regulations made by RBI and hence reporting under this clause and in sub-clause (d) does not apply.
On an overall examination of the financial statements of the Company, the Company has not incurred any cash loss during the current year or in the immediately preceding financial year.
There has been no resignation of statutory auditors and hence reporting under this clause does not apply.
According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date.
We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.
(a) The Company does not have any projects classified as other than ongoing requiring to transfer the unspent amount to a Fund specified in Schedule VII to the Companies Act within a period of six months of the expiry of the financial year in compliance with second proviso to sub-section (5) of section 135 of the said Act
In respect of ongoing projects, the Company has transferred the unspent CSR amount to a special account within a period of thirty days from the financial year in compliance with provisions of section 135(6) of the Act.
For R.G.N. Price & Co., K Venkatakrishnan
Chartered Accountants Partner
FRN: 002785S Membership No. : 208591
UDIN: 26208591RYNZTZ9397
Place: Chennai Date: April 24, 2026
Annexure 2 to the Independent Auditors Report
Annexure 2 referred to in Paragraph 2 of Report on Other Legal and Regulatory Requirements of our report of even date on the standalone financial statements of the Company for the year ended March 31, 2026:
Based on the audit procedures performed by us and based on the information and explanations given to us, we give below a report on the directions issued by the Comptroller and Auditor General of India (C&AG) in terms of Section 143(5) of the Act:
Assess the fair valuation of all the investments, both quoted and unquoted, made directly by the Company or through Trusts, for Post retirement benefits of the employees. This includes verifying valuation methodologies, ensuring consistency with Ind AS and reviewing supporting documentation. The auditor shall provide a brief note on the valuation approach, its reasonability, and compliance with applicable regulations, reporting any material deviations or misstatements.
Whether the Company has a system in place to process all the accounting transactions through IT system? If yes, whether review of this system and controls that are significant to the Companies financial reporting process as well as cyber security has been done by Information Security Auditing Organisations empanelled by Cert-In at a minimum frequency of once in a year and material discrepancies found, if any, have been suitably reported? The implications of processing of accounting transactions outside IT system on the integrity of the accounts along with the financial implications may also be reported.
Where transactions of the company have been processed in IT systems, whether review of cyber security has been done and material discrepancies found, if any, have been suitably reported?
Whether funds (grants/ subsidy etc.) received/ receivable for specific schemes from Central/State Government or its agencies were properly accounted for as per the applicable accounting standards or norms and whether the received funds were utilised as per its terms and conditions? Whether accounting of interest earned on grants received has been done as per terms and conditions of the Grant. List the cases of deviation.
Whether the Company has identified the key Risk areas? if yes, whether the Company has formulated any Risk Management Policy to mitigate these risks? if yes, (a) whether the Risk Management Policy has been formulated considering global best practices? (b) whether the Company has identified its data assets and whether it has been valued appropriately?
The Fair valuation of plan assets in respect of Provident Fund, Gratuity and Post Retirement Medical Scheme Fund are done by the independent Actuary/Insurer.
All Investment held by CPCL Provident Fund is of quoted securities only. There are no unquoted securities held by CPCL Provident Fund. Hence, all quoted Debt securities are valued based on the valuation methodology prescribed by the Fixed Income Money Market and Derivatives Association of India (FIMMDA).
As per the information and explanation furnished to us and based on the audit procedures performed by us, the Company has a system in place to process all the accounting transactions through IT system.
Based on the audit procedures performed by us, reports of reviews conducted by the management, reports of reviews conducted by specialists engaged by the management, the same and controls is reviewed and controls that are significant to the Companies financial reporting process as well as cyber security has been done by Information Security Auditing Organisations empanelled by Cert-In. Our perusal of those reports did not reveal any material weakness in such IT systems and controls, which may result in material misstatement of the financial statements of the entity.
There are few other accounting processes such as valuation of inventory, interest calculation with respect to borrowings, ageing in case of trade receivables and payables, ageing of capital work-in-progress are performed through excel spreadsheets wherein we did not observe any implications on the integrity of the accounting transactions based on our audit procedures performed on a sample basis.
As per the information and explanations furnished to us and based on the audit procedures performed by us, the funds received /receivable by the Company for specific schemes from Central/State agencies were properly accounted as per the term and conditions.
The Company has identified the key risk areas and has formulated a risk management policy to mitigate these risks. As per the information and explanations furnished to us and based on the procedures performed by us, the risk management policy has been formulated considering the global best practices.
The Company has identified its data assets (Intangible assets including computer software, technical know-how and licences) in accordance with the applicable financial reporting framework. The data assets have also been valued, wherever required, in accordance with the applicable financial reporting framework.
Whether the Company is complying with the Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable rules and regulations of SEBI, Department of Investment and Public Asset Management, Ministry of Corporate Affairs, Department of Public Enterprises, Reserve Bank of India, Telecom Regulatory Authority of India, CERT-IN, Ministry of Electronics and Information Technology and National Payments Corporation of India wherever applicable? If not, the cases of deviation may be highlighted
The Company is complying with the Securities and Exchange Board of India (SEBI) (Listing Obligation and Disclosure Requirements) Regulations, 2015, and other applicable rules and regulations of SEBI, Ministry of Corporate Affairs, Department of Investment and Public Asset Management, Ministry of Corporate Affairs, Department of Public Enterprises, Reserve Bank of India, Telecom Regulatory Authority of India, CERT-IN, Ministry of Electronics and Information Technology and National Payments Corporation of India wherever applicable except in respect of:
Regulation 17(1)(b) of SEBI LODR and Section 149(4) of the Companies Act, 2013 on having minimum number of independent directors in the Board and Regulation 18(1)
(a) of SEBI LODR and Section 177(2) of the Companies Act, 2013 on having minimum number of independent directors in the Audit Committee, from March 29, 2026 till the date of this letter,
Regulation 17(1) (a) of SEBI LODR and Section 149(1) of the Companies Act, 2013 on having at least one woman director on the Board throughout the financial year till the date of this letter.
For R.G.N. Price & Co., K Venkatakrishnan
Chartered Accountants Partner
FRN: 002785S Membership No. : 208591
UDIN:26208591RYNZTZ9397
Place: Chennai Date: April 24, 2026
Annexure 3 to the Independent Auditors Report
Annexure 3 referred to in Clause (f) of Paragraph 2 of Report on Other Legal and Regulatory Requirements of our report of even date on the standalone financial statements of the Company for the year ended March 31, 2026:
We have audited the internal financial controls with reference to standalone financial statements of Chennai Petroleum Corporation Limited (the Company) as of March 31, 2026, in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.
Managements Responsibility for Internal Financial Controls
The Companys Management is responsible for establishing and maintaining internal financial controls based on the internal control with reference to standalone financial statements established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls with reference to standalone financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") and the Standards on Auditing, to the extent applicable to an audit of internal financial controls, both issued by the Institute of Chartered Accountants of India. Those Standards and Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to standalone financial statements were established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to standalone financial statements and their operating effectiveness. Our audit of internal financial controls with reference to standalone financial statements included obtaining an understanding of internal
financial controls with reference to standalone financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls with reference to standalone financial statements.
Meaning of Internal Financial Controls with reference to standalone financial statements
A Companys internal financial controls with reference to standalone financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of standalone financial statements for external purposes in accordance with generally accepted accounting principles. A Companys internal financial controls with reference to standalone financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Companys assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls with reference to standalone financial statements
Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future periods are subject to the risk that the internal financial controls with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
According to the information and explanation given to us and based on our audit, the Company has, in all material respects, an adequate internal financial controls with reference to standalone financial statements and such internal financial controls with reference to standalone financial statements were operating effectively as at March 31, 2026 based on
the internal financial controls with reference to financial statements criteria established by the Company considering the essential components of the internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by Institute of Chartered Accountants of India.
For R.G.N. Price & Co., K Venkatakrishnan
Chartered Accountants Partner
FRN: 002785S Membership No. : 208591
UDIN: 26208591RYNZTZ9397
Place: Chennai Date: April 24, 2026
Corrigendum to the Independent Auditors Report on the Standalone Financial Statements
For the Financial Year Ended 31st March 2026
Date of Original Audit Report: 24th April 2026
Date of this Corrigendum: 23rd June 2026
Background
This Corrigendum is issued to the Board of Directors of Chennai Petroleum Corporation Limited (hereinafter "the Company") to correct an inadvertent omission in the Independent Auditors Report on the Standalone Financial Statements for the financial year ended 31st March 2026 ("the Original Report").
The Original Report addressed the requirements of Rule 11 (g) of the Companies (Audit and Auditors) Rules, 2014 (as amended by the Companies (Audit and Auditors) Amendment Rules, 2021) in respect of the audit trail (edit log) maintained by the Company. However, the explicit affirmative assertion that the audit trail had not been tampered with was inadvertently omitted from the text of the Original Report on the standalone financial statements of the company for the year ended 31st March 2026.
We confirm that the audit procedures necessary to support this assertion were fully completed prior to the date of the Original Report, and the conclusion was reached and documented in our audit working papers before the Original Report was signed. The omission was one of expression in the report and not of substance in the audit work.
For the avoidance of doubt, we also confirm that the said assertion was duly and correctly reported in our Independent Auditors Report on the Consolidated Financial Statements of the Company for the same financial year, reflecting the consistent conclusion reached from audit procedures.
Correction
The following correction is made to the paragraph under the heading "Report on Other Legal and Regulatory Requirements" Rule l l(g) in the Original Report:
Based on our examination of the books and records of
the Company and the information and explanations given to us, we report that the Company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has been operated throughout the year for all relevant transactions recorded in the software. The audit trail feature has been enabled throughout the year and the audit logs so maintained have been retained and preserved as per the applicable statutory requirements.
Based on our examination of the books and records of
the Company and the information and explanations given to us, we report that the Company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has been operated throughout the year for all relevant transactions recorded in the software. The audit trail feature has been enabled throughout the year, the audit trail has not been tampered with and the audit logs so maintained have been retained and preserved as per the applicable statutory requirements.
The bold text in the "Corrected Text" column above represents the specific assertion that was omitted from the Original Report and is hereby incorporated.
Effect on Audit Opinion and Other Reporting
Save as set out in Section 2 above, all other statements, conclusions, and reporting in the Original Report- including the audit opinion on the standalone financial statements remain unchanged and unaffected by this Corrigendum.
This Corrigendum does not indicate any change in the audit opinion expressed on the standalone financial statements, nor does it reflect any adverse finding on the Companys accounting software, audit trail, or internal controls.
Distribution and Effective Date
This Corrigendum should be read together with the Original Report dated 24th April 2026 and shall form part of the audit report for all purposes, including inclusion in the Annual Report of the Company for the financial year ended 31st March 2026.
This Corrigendum is effective from the date of its issue.
For R.G.N. Price & Co., K Venkatakrishnan
Chartered Accountants Partner
FRN: 002785S Membership No. : 208591
UDIN: 26208591ESQDDQ2448
Place: Chennai
Date: 23rd June 2026
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