Mangalore Refinery And Petrochemicals Ltd Auditor Reports

To The Members of

Mangalore Re nery and Petrochemicals Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone nancial statements of MANGALORE REFINERY AND

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PETROCHEMICALS LIMITED ("the Company"), which comprise the Standalone Balance Sheet as at 31 March 2024, and the Standalone Statement of Pro t and Loss, (including other comprehensive income), the Standalone Statement of Changes in Equity and the Standalone Statement of Cash ows for the year then ended, and notes to the Standalone Financial statements, including a summary of the Material Accounting Policy Information and other explanatory information (hereinafter referred to as the "standalone nancial statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone nancial 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 accounting principles generally accepted in India,

including the (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and the relevant rules issued

thereunder, of the state of affairs of the Company as at 31 March 2024, and its pro t (including other comprehensive

income), changes in equity and cash ows for the year ended on that date.

Basis for opinion

We conducted our audit in accordance with the Standards on Auditing ("SAs") speci ed 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 nancial statements section of our 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 nancial statements under the provisions of the Companies Act, 2013 and the rules made there under, and we have ful lled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is suf cient and appropriate to provide a basis for our opinion on the standalone nancial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most signi cance in our audit of the standalone nancial statements of the current period. These matters were addressed in the context of our audit of the standalone nancial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key audit matters to be communicated in our report. We have ful lled the responsibilities described in the auditors responsibilities for the audit of the Standalone Financial Statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the Standalone Financial Statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying Standalone Financial Statements.

Sr. No	The Key Audit Matters	Auditors Response
1.	Property, Plant and Equipment - Refer Note No.5
	There are areas where management judgement impacts the carrying value of property, plant and equipment, and their respective depreciation rates.	We assessed the controls in place over the Property, Plant & Equipment, evaluated the appropriateness of capitalisation process, performed tests checks on costs capitalised, and the de-recognition criteria for assets disposed, replaced, and reclassi ed.
	These include the decision to capitalise or expense costs; the review of useful life and residual value on reporting date; the use of management assumptions and estimates for the determination or the measurement criteria for Property, Plant and Equipment (PPE) derecognised upon disposal, replacement, deduction and reclassi cation.	In performing these procedures, we reviewed the judgements made by management including the nature of underlying costs capitalised; the appropriateness of useful life and residual value considered for calculation of depreciation; the useful lives of assets prescribed in Schedule II to the Companies Act and the useful lives of certain assets as per the technical assessment of the management.
	Due to the materiality in the context of the Balance Sheet of the Company and the level of judgement and estimates required, we consider this to be as area of signi cance.
		We observed that the management has regularly reviewed the aforesaid judgements and there are no material changes.
2.	Evaluation of Contingent Liabilities and Recoverability of pre-deposit thereto (Refer Note No 45)
	Contingent liabilities disclosed are in respect of items which in each case are above the threshold limit. There are several claims and litigations pending before various forums against the company which have not been acknowledged as debt by the company and are disclosed as contingent liabilities. These claims and litigations involve signi cant judgment to determine the possible outcome of these disputes. In view of signi cant management estimate and judgement involved, we considered this as a key audit matter	The following audit procedures were carried out in this regard:
		We examined items above the threshold limit for determination of contingent liabilities and obtained details of Excise, customs, VAT/ Sales Tax/ Entry Tax, Goods and Services Tax, Income tax assessments/demands as well as other disputed claims against the Company as on March 31, 2024. Obtained an understanding of the nature of litigations pending against the Company and discussed the developments during the year for key litigations with the management and legal department of the company.
		We have assessed the Managements underlying assumptions in estimating the possible outcome of such disputed claims/ cases against the Company, based on records and judicial precedents made available.
3.	Recognition and measurement of Deferred Tax Assets (Refer Note No.25)
	As per "Ind AS 12 Income Taxes", Deferred Tax Assets are the amount of income tax recoverable in future periods in respect of (a) deductible temporary differences (b) the carry forward of unused tax losses and (c) the carry forward of unused tax credits A deferred tax asset shall be recognised for the carry forward of unused tax losses and unused tax credits to the extent that it is probable that future taxable pro t will be available against which the unused tax losses and unused tax credits can be utilised.	Our audit procedure included, but was not limited to the following:
		Considered the companys past and current years taxable pro ts, taxes paid, obtained details of carry forward losses under income tax and details of estimates of future taxable pro ts.
		Tested the period over which the deferred tax assets on such unused tax losses and unused tax credits would be recovered against future taxable income.
	Determination of probable future taxable pro t is a matter of judgment based on convincing evidence. Considering the managements involvement in estimation and judgment of determining the future taxable pro ts which have a degree of uncertainty, this matter has been determined as a key audit matter.	Tested the managements underlying assumptions and judgments in estimating the probable future taxable pro ts and the existence of suf cient taxable temporary difference against which the unused tax losses or unused tax credits can be utilised by the company Assessed the adequacy and appropriateness of the disclosures in the Standalone nancial statements.
4.	Performance related pay
	The provision for performance related pay for nancial year 2023-24 is made based on Department of Public Enterprises (DPE) guidelines. The rating factors are yet to be approved by Board of directors.	The following audit procedures were carried out in this regard:
		We have reviewed the circular issued by DPE and veri ed the computations shared by the management for FY 2023-24 to satisfy that the methodology as prescribed in the circular have been followed and the provision made is reasonable.
		We have veri ed the evaluation report of Memorandum of Understanding (MOU) for the FY 2022-23 to determine reasonability of assumptions used for FY 2023-24.

Information Other than Standalone Financial Statements and Auditors Report thereon

The Companys Board of Directors is responsible for the other information. The other information comprises the information included in the Companys Board of Directors Report including Annexure to Board of Directors Report, Management Discussion and Analysis, Business Responsibility Report, Corporate Governance and Shareholders Information, but does not include the standalone nancial statements and our auditors report thereon. The above referred information is expected to be made available to us after the date of this auditors report.

Our opinion on the standalone nancial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone nancial statements, our responsibility is to read the other information identi ed above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone nancial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. When we read the information, if, we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and take appropriate actions necessitated by the circumstances and the applicable laws and regulations.

Responsibilities of Management and those charged with governance for the Standalone Financial Statements

The Companys Board of Directors is responsible for the matters stated in Section 134(5) of the the Companies Act, 2013 with respect to the preparation of these standalone nancial statements that give a true and fair view of the nancial position, nancial performance, total comprehensive income, changes in equity and cash ows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards speci ed 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 of 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 nancial control that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone nancial statement that give true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone nancial 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 responsible for overseeing the companys nancial reporting process.

Auditors Responsibilities for the audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone nancial 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 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 in uence the economic decisions of users taken on the basis of these standalone nancial 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 nancial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is suf cient 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 controls 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 an opinion on whether the company has adequate internal nancial 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 the 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 signi cant 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 auditors report to the related disclosures in the standalone nancial 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 auditors report. However, future events or conditions may cause the company to cease to continue as a going concern.

? Evaluate the overall presentation, structure and content of the standalone nancial statements, including the disclosures, and whether the standalone nancial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone nancial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone nancial statements may be in uenced. 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 identi ed misstatements in the standalone nancial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and signi cant audit ndings, including any signi cant de ciencies 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.

From the matters communicated with those charged with governance, we determine those matters that were of most signi cance in the audit of the standalone nancial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest bene ts of such communication.

Report on Other Legal and Regulatory Requirements

1. 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 Companies Act 2013, we give in the "Annexure - A", a statement on the matters speci ed in the paragraph 3 and 4 of the order, to the extent applicable.

2. Based on the veri cation of books of account of the Company and according to the information and explanations given to us, we give in "Annexure - B" a report on the directions issued by The Comptroller and Auditor General of India in terms of sub-section 5 of Section 143 of the Act.

3. The company does not have the required number of Independent Directors on its Board due to vacancy arising out of end of term of the existing independent directors, from September 2020 onwards hence being non-compliant with relevant Regulations of SEBI Listing Obligation and Disclosure Requirements (LODR) Regulations, 2015. Also refer Note No.56 to the Standalone nancial statement.

4. As required by Section 143(3) of the Act, we report that: a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit; b) 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; c) The Standalone Balance Sheet, Standalone Statement of Pro t and Loss (including other comprehensive income), the Standalone Statement of Cash Flows and the standalone statement of changes in Equity dealt with by this Report are in agreement with the books of account; d) In our opinion, the aforesaid standalone nancial statements comply with Indian Accounting Standards speci ed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. e) In view of exemption given vide noti cation no. G.S.R. 463(E) dated June 5, 2015, issued by Ministry of Corporate Affairs, provisions of Section 164(2) of the Act regarding disquali cation of directors, are not applicable to the Company, since it is a Government Company. f) With respect to the adequacy of the internal nancial controls with reference to nancial statement of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure -C". g) As per Noti cation No GSR 463 (E) of Ministry of Corporate Affairs dated June 5, 2015, provisions of Section 197 of the Act as regards managerial remuneration are not applicable to the company, since it is a Government Company and h) 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: (i) The Company has disclosed the impact of pending litigations on its nancial position in its standalone nancial statements Refer Note No. 45 to the Standalone Financial Statements; (ii) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

(iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company. Hence the question of reporting delay in depositing dues does not arisen. (iv) a. The Management has represented that, to the best of its knowledge and belief, as disclosed in the Note 48.11 to the standalone nancial statements, 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, directly or indirectly lend or invest in other persons or entities identi ed in any manner whatsoever by or on behalf of the Company ("Ultimate Bene ciaries") or provide any guarantee, security or the like on behalf of the Ultimate Bene ciaries. b. The Management has represented that, to the best of its knowledge and belief, as disclosed in the note 48.12 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, directly or indirectly, lend or invest in other persons or entities identi ed in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Bene ciaries") or provide any guarantee, security or the like on behalf of the Ultimate Bene ciaries. c. Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e) of the Companies (Audit and Auditors) Rules, 2014, as provided under (a) and (b) above, contain any material mis-statement.

(v) The interim dividend declared and paid during the year by the Company is in compliance with Section

123 of the Act.

As stated in Note No.21.7 to the standalone nancial statements, the Board of Directors of the Company have proposed nal dividend for the year, which is in accordance with Section 123 of the Act to the extent it applies to declaration of dividend. (vi) 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. Further, during the course of our audit, we did not come across any instance of audit trail feature being tampered with.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under Rule 11 (g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the nancial year ended March 31, 2024.

For YCRJ & ASSOCIATES	For BSJ & ASSOCIATES
Chartered Accountants	Chartered Accountants
Firm Registration Number: 006927S	Firm Registration Number: 010560S
Sd/-	Sd/-
CA YASHAVANTH KHANDERI	CA THOMAS MATHEW
Partner	Partner
Membership No: 029066	Membership No: 224211
UDIN: 24029066BKAILT7924	UDIN: 24224211BKFDUG3767
Place: Bengaluru	Place: Bengaluru
Date: 03-05-2024	Date: 03-05-2024

"ANNEXURE - A" TO THE INDEPENDENT AUDITORS REPORT

[Referred to in paragraph 1 of "Report on Other Legal and Regulatory Requirements" of our Report of even date to the members of Mangalore Re nery and Petrochemicals Limited ("the Company") on the Standalone Ind AS Financial Statements of the Company for the year ended March 31, 2024] To the best of our information and according to the explanations provided to us by the management of Company and the books of account and records examined by us in the normal course of audit, we state that: i) In respect of the Companys Property, Plant and Equipment and intangible assets; a. (i) The Company has maintained proper records showing full particulars, including quantitative details and situation of the Property, Plant and Equipment and relevant details of right of use assets.

(ii) The Company has maintained full particulars of the Intangible Assets. b. As per information and explanations given to us and the records of the company examined by us, all the Property, Plant and Equipment have not been physically veri ed by the management during the year. However, there is a regular programme of veri cation, which, in our opinion, is reasonable having regard to the size of the Company and nature of its assets. As per the reports submitted by the Company, no material discrepancies have been noticed on such veri cation. c. According to the information and explanations given to us and the records of the company examined by us, the title deeds of immovable properties are held in the name of the company except in respect of immovable properties taken on lease and disclosed as right-of-use-assets in the standalone nancial statements, the formal lease agreements/ title deeds for lands amounting to Rs 2,571.49 million (Previous Year Rs 1,869.07 million) are yet to be executed (Refer Note no. 6.2 and 48.1 to the standalone nancial statements). d. The Company has not revalued any of its Property, Plant and Equipment (including right-of-use assets) and intangible assets during the year. e. As disclosed in Note No. 48.6 of the Standalone Financial Statements, the Company does not have any proceedings initiated or pending for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder, as amended. ii) a. According to the information made available and based on the records examined by us, the Company is conducting physical veri cation of inventories (excluding goods in transit) at reasonable intervals. The coverage and procedure of such veri cation by the management in our opinion, is appropriate having regard to the size of the company and nature of its business. As per the reports made available there are no discrepancies of 10% or more in aggregate for each class of Inventory have been noticed on such veri cation by the company. b. The Company has been sanctioned working capital limits in excess of ve crore rupees, in aggregate from banks or nancial institutions on the basis of security of current assets. As per the information obtained and explanations given to us and as disclosed/ demonstrated by the records/reconciliations produced to us for our veri cation, the quarterly returns or statements led by the Company with such banks and nancial institutions are in agreement with the books of account of the Company. (Refer Note no 48.4 to the standalone nancial statements). iii) During the year, the Company has made investments in, granted loans, secured or unsecured, to companies, rms, Limited Liability Partnerships and other parties during the year, in respect of which: (a) The Company has provided loans to other entities/parties including employees of the Company, during the year the details which are given below:

Particulars	Loans
Aggregate amount granted/provided during the year:
- Subsidiary	-
- Joint Venture	-
- Associate	-
- Others	455.18
Balance outstanding as at balance sheet date in respect of above case:
- Subsidiary	-
- Joint Venture	-
- Associate	-
- Others	552.87

(b) In our opinion, the investments made and the terms and conditions of the grant of loans during the year

are prima facie, not prejudicial to the companys interest.

(c) In respect of loans granted by the Company, the schedule of repayment of principal and payment of interest has been stipulated and repayment of principal amounts and receipts of interest have generally been regular and as per stipulation.

(d) In respect of loans granted by the Company, there is no overdue amount for more than ninety days as at

the balance sheet date.

(e) According to the information and explanations given to us, no such cases were found where the loan or advance in the nature of loan granted which have fallen due during the year, have been renewed or extended or fresh loan granted to settle the over dues of existing loans given to the same parties.

(f) In our opinion and according to the information and explanations given to us, no such cases were found where the Company has granted any loans or advance in the nature of loans either repayment on demand or without specifying any terms or period of repayment. iv) According to the information and explanations given to us, in respect of loans, investments, guarantees, and security, the Company has complied with provisions of Sections 185 and Section 186 of the Companies Act, 2013. v) According to the information and explanations given to us, the Company has not accepted any deposits or amounts which are deemed to be deposits within the meaning of Sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules made thereunder. Hence, the provisions of clause (v) of paragraph 3 of the Order are not applicable to the company. vi) We have broadly reviewed the records maintained by the Company pursuant to the rules prescribed by the Central Government for maintenance of cost records under Subsection (1) of Section 148 of the Companies Act, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the same with a view to determining whether they are accurate or complete.

vii) a. According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Income Tax, Goods and Services Tax, Sales Tax, Duty of Excise and other statutory dues applicable to it during the year with appropriate authorities.

Further we report that, there were no undisputed amounts payable in respect of Provident Fund, Income Tax, Goods and Service Tax, Sales Tax, Duty of Excise and other statutory dues outstanding as at 31 March, 2024 for a period of more than six months from the date they became payable.

b. According to the information and explanations given to us and as per our veri cation of records of the Company, the statutory dues referred to in sub-clause (a) above which have not been deposited with the appropriate authorities as at 31 March, 2024 on account of disputes are given below.

(Amount in Rs Millions)

NAME OF THE STATUTE	NATURE OF THE DUES	TOTAL DEMAND	TOTAL TAX PAID UNDER PROTEST/ ADJUSTED	AMOUNT NOT DEPOSITED	PERIOD (FINANCIAL YEAR)	FORUM WHERE THE DISPUTE IS PENDING
Direct Tax Vivad Se Vishwas Act, 2020	Income Tax / Interest / Penalty Income	49.98	-	49.98	2007 -08	Karnataka High Court Centralized
Income Tax Act, 1961	Tax / Interest Income	0.82	-	0.82	2021 -22	Processing Center Income Tax Department Centralized
Income Tax Act, 1961	Tax / Interest	0.03	-	0.03	2022 -23	Processing Center Income Tax Department
Central Excise Act &	Excise Duty / Service	4,648.03	80.58	4,567.45	1997 - 2018	CESTAT
Service Tax1944	Tax / Interest / Penalty	251.30	9.70	241.60	2016 -17	Com (Appeals)
The Customs Act, 1962	Custom Duty /	1007.30	379.40	627.90	1997 - 2008 & 2017 -18	CESTAT
	Interest / Penalty	71.90	-	71.90	1997 - 2000 2015 - 2017	Supreme Court
		6,168.37	2125.25	4,043.12		CESTAT
The Karnataka Sales tax Act,1957/ Central Sales	Tax/ Interest/	4,341.60	4,341.60	-	1999 -00 to 2009 - 10	Karnataka Appellate Tribunal
Act, 1956	Penalty	34.97	22.66	12.31	2003 -04	Gujarat Value Added Tax Tribunal
GST Act, 2017	Tax/ Intere st/ Penalty	0.05	0.05	-	2023 -24	Dy.Com. (Appeal), Madurai

viii) On our veri cation and based on the information made available to us, there are no instances of non-recording of transactions in the books of accounts that have been surrendered/ disclosed as income during the year for tax assessment under Income Tax Act, 1961. ix) a. As per the information made available and based on our veri cation, we report that, the company has not defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any lender. b. The company is not a declared wilful defaulter by any bank or nancial institution or other lender. c. During the year the company has not obtained any Term Loan, hence reporting under clause 3(ix)(c) of the order is not applicable. d. On an overall examination of the nancial statement of the Company, funds raised on short term basis have, prima facie, not been used during the year for long-term purposes by the Company. e. The Company has not taken any funds from any entity or person on account of or to meet the obligation of its subsidiaries, associates or joint ventures and hence reporting under clause 3(ix)(e) of the order is not applicable. f. The company has not raised any loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies. x) a. The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) during the year and hence reporting under clause 3 (x)(a) of the Order is not applicable. b. During the year, the Company has not made any preferential allotment or private placement of shares or convertible debentures (fully or partly or optionally) and hence reporting under clause 3(x)(b) of the Order is not applicable. xi) a. According to the information and explanation provided to us and as represented by the Management and based on our examination of books and records of the company in accordance generally accepted auditing practices in India, no material case of frauds by the company or on the company has been noticed or reported during the year. b. No report under sub-section (12) of Section 143 of the Companies Act has been led in Form ADT-4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year and up to the date of this report. c. According to the information and explanations given to us, no whistle blower complaints were received by the Company during the year. xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of paragraph 3 of the Order are not applicable to the company. xiii) The Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the Companies Act. The details of such related party transactions have been disclosed in the nancial statements as required by applicable accounting standards. xiv) a. In our opinion the company has an adequate internal audit system commensurate with the size and nature of its business. b. We have considered the reports of the internal auditor for the period under audit, provided to us till date. xv) According to the information and explanations given to us, the Company has not entered into any non-cash transactions with directors or persons connected with the directors during the year. Hence, the provisions of Section 192 of the Companies Act are not applicable to the Company. xvi) As per the information and explanations given to us, the Company is not required to registered under Section 45-IA of Reserve Bank of India Act, 1934. Hence, reporting under paragraph (xvi) (a), and (b) of the Order is not applicable.

The Company is not a Core Investment Company (CIC) as de ned in the regulation made by the Reserve bank of India. Accordingly, reporting under paragraph (xvi) (c) of the Order is not applicable. According to the information and explanations given to us, the Group does not have any CIC as part of the Group as per de nition of Group contained in the Core Investment Companies (Reserve Bank) Directions, 2016 and hence the reporting under paragraph (xvi) (d) of the order is not applicable. xvii) The company has not incurred cash losses either in the current nancial year or in the preceding nancial year. xviii) There has been no resignation of the statutory auditors of the Company during the year. xix) On the basis of analysis of information relating to nancial ratios, ageing and expected dates of realisation of nancial assets and payment of liabilities, other information accompanying the nancial statements, our knowledge of the Board of Directors and Management plan and based on our examination, evidence and supporting assumptions, we are of the opinion that no material uncertainty exist on the date of audit report and the company is capable of meeting its existing liabilities at the date Balance Sheet as and when they fall due within one year from the date of Balance Sheet. xx) a. As per the information and explanation provided and based on our veri cation of records there was no unspent amount towards Corporate Social Responsibility (CSR) other than ongoing projects. Accordingly, reporting under clause 3 (xx)(a) of the Order is not applicable for the year. b. In respect of ongoing projects, the Company has transferred the unspent Corporate Social Responsibility (CSR) amount as at the end of the previous nancial year, to a Special account as speci ed under Section 135(6) of the Companies Act within the time limit.

For YCRJ & ASSOCIATES	For BSJ & ASSOCIATES
Chartered Accountants	Chartered Accountants
Firm Registration Number: 006927S	Firm Registration Number: 010560S
Sd/-	Sd/-
CA YASHAVANTH KHANDERI	CA THOMAS MATHEW
Partner	Partner
Membership No: 029066	Membership No: 224211
UDIN: 24029066BKAILT7924	UDIN: 24224211BKFDUG3767
Place: Bengaluru	Place: Bengaluru
Date: 03-05-2024	Date: 03-05-2024

"ANNEXURE - B" TO INDEPENDENT AUDITORS REPORT

[Referred to in paragraph 2 of "Report on Other Legal and Regulatory Requirements" of our Report of even date to the members of Mangalore Re nery and Petrochemicals Limited ("the Company") on the Standalone Financial Statements of the Company for the year ended March 31, 2024] Based on the veri cation of records of Mangalore Re nery and Petrochemicals Limited (the "Company") and according to 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 the Section 143(5) of the Act:

Sr. No	Directions under Section 143(5) of the Act	Auditors Comments
1.	Whether the Company has system in place to process all the accounting transactions through IT system? If yes, the implications of processing of accounting transactions outside IT system on the integrity of the accounts along with the nancial implications, if any, may be stated.	The Company has a system in place to process all the accounting transactions through its implemented IT system (SAP). Based on the audit procedures carried out and as per the information and explanations given to us, there are few other accounting processes being undertaken through excel spreadsheet like inventory valuation wherein suf cient controls for data integrity have been observed. There is however a need of automation of such processes to ensure complete data integrity.
2.	Whether there is any restructuring of an existing loan or cases of waiver/ write off of debts/loans/ interest etc. made by a lender to the company due to the companys inability to repay the loan? If yes, the nancial impact may be stated Whether such cases are properly accounted for?	Based on the audit procedures carried out and as per the information and explanations given to us , there is no restructuring of an existing loan or cases of waiver/write off of debt/loans/ interest etc. made by lender to the company due to the companys inability to repay the loan.
3.	Whether funds (grants/subsidy etc.) received/receivable for speci c schemes from Central/ State Government or its agencies were properly accounted for/utilized as per its term and conditions? List the cases of deviation.	Based on the audit procedures carried out and as per the information and explanations given to us, grants/subsidy including the bene t in the form of interest free loan/tax deferment received being recognised as grant as per applicable Indian Accounting Standards, from the Central/State Government or its agencies were properly accounted for/utilised as per its terms and conditions.

 

For YCRJ & ASSOCIATES	For BSJ & ASSOCIATES
Chartered Accountants	Chartered Accountants
Firm Registration Number: 006927S	Firm Registration Number: 010560S
Sd/-	Sd/-
CA YASHAVANTH KHANDERI	CA THOMAS MATHEW
Partner	Partner
Membership No: 029066	Membership No: 224211
UDIN: 24029066BKAILT7924	UDIN: 24224211BKFDUG3767
Place: Bengaluru	Place: Bengaluru
Date: 03-05-2024	Date: 03-05-2024

"ANNEXURE - C" TO THE INDEPENDENT AUDITORS REPORT

[Referred to in paragraph 4(f) under "Report on Other Legal and Regulatory Requirements" in our Independent Auditors Report of even date on the Standalone Financial Statements to the members of Mangalore Re nery and Petrochemicals Limited for the year ended March 31, 2024]

Report on the Internal Financial Controls Over the Financial Reporting under Clause (i) of Sub-section 3 of

Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal nancial controls over nancial reporting of Mangalore Re nery and Petrochemicals Limited ("the Company") as of March 31, 2024 in conjunction with our audit of the Standalone Ind AS nancial 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 nancial controls based on the internal controls with reference to nancial reporting criteria 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 (ICAI).These responsibilities include the design, implementation and maintenance of adequate internal nancial controls that were operating effectively for ensuring the orderly and ef cient 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 nancial information, as required under the Act.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal nancial controls system with reference to the standalone nancial statements reporting 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, issued by ICAI and deemed to be prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal nancial controls with reference to Standalone Financial Statements. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal nancial controls system with reference to these standalone nancial statements was 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 nancial controls system with reference to these standalone nancial statements reporting and their operating effectiveness. Our audit of internal nancial controls with reference to standalone nancial statements included obtaining an understanding of internal nancial controls with reference to the standalone nancial 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 judgment, including the assessment of the risks of material misstatement of the standalone nancial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is suf cient and appropriate to provide a basis for our audit

opinion on the Companys internal nancial controls system with reference to these standalone nancial statements.

Meaning of Internal Financial Controls over Financial Reporting

A companys internal nancial control system with reference to these standalone nancial statements is a process designed to provide reasonable assurance regarding the reliability of nancial reporting and the preparation of Standalone nancial statements for external purposes in accordance with generally accepted accounting principles. A companys internal nancial controls with reference to standalone nancial statements reporting includes those policies and procedures that

(1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly re ect the transactions and dispositions of the assets of the company; (2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of standalone nancial 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 standalone nancial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal nancial control system with reference to the standalone nancial 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 nancial controls with reference to standalone nancial statements to future periods are subject to the risk that the internal nancial controls system with reference to standalone nancial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal nancial controls systems with reference to these standalone nancial statements and such internal nancial controls system with reference to these standalone nancial statements were operating effectively as at 31 March 2024, based on the internal control with reference to these standalone nancial statements criteria 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.

For YCRJ & ASSOCIATES	For BSJ & ASSOCIATES
Chartered Accountants	Chartered Accountants
Firm Registration Number: 006927S	Firm Registration Number: 010560S
Sd/-	Sd/-
CA YASHAVANTH KHANDERI	CA THOMAS MATHEW
Partner	Partner
Membership No: 029066	Membership No: 224211
UDIN: 24029066BKAILT7924	UDIN: 24224211BKFDUG3767
Place: Bengaluru	Place: Bengaluru
Date: 03-05-2024	Date: 03-05-2024