Mangalore Refinery And Petrochemicals Ltd Auditor Reports

To The Members of

Mangalore Refinery and Petrochemicals Limited

Report on the Audit of the Standalone Financial Statements Opinion

We have audited the accompanyinStandalone Financial Statements of MANGALORE REFINERY AND PETROCHEMICALS LIMITED ("the Company"), which comprise the Standalone Balance Sheet as at March 31, 2026, and the Standalone Statement of Profit and Loss, (includinother comprehensive income), the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows for the year then ended, and notes to the Standalone Financial Statements, includina summary of the Material AccountinPolicies and other explanatory information ("the Standalone Financial Statements").

In our opinion and to the best of our information and accordinto 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 AccountinStandards prescribed under section 133 of the Act read with the Companies (Indian AccountinStandards) Rules, 2015 as amended ("Ind AS) and other accountinprinciples generally accepted in India, of the state of affairs of the Company as at March 31, 2026 and its profit, other comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for opinion

We conducted our audit in accordance with the Standards on Auditin("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 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 Financial Statements under the provisions of the Act and the Rules made there under, 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 on the Standalone Financial Statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Standalone Financial Statements of the current period. These matters were addressed in the context of our audit of the Standalone Financial Statements as a whole, and in forminour 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 fulfilled the responsibilities described in the auditors responsibilities for the audit of the Standalone Financial Statements section of our report, includinin 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, includinthe procedures performed to address the matters below, provide the basis for our audit opinion on the accompanyinStandalone Financial Statements.

Sr. No. The Key Audit Matters	Auditors Response
1. Property, Plant and Equipment (Refer Note No.5 of the Standalone Financial Statements)	Our audit procedures in relation to the carrying value of property, plant and equipment (PPE) and related depreciation included, among others:
The carrying value of property, plant and equipment (PPE) and the related depreciation involve significant management judgement. This includes decisions regarding the capitalisation versus expensing of costs, estimation of useful lives and	• Evaluating the design and testing the operating effectiveness of key controls over capital expenditure, including controls over capitalisation of major repairs, maintenance, and shutdown costs.
residual values at each reporting date, and the application of assumptions in determining measurement criteria, particularly in cases of disposal, replacement, derecognition, or reclassification of PPE	• Assessing the appropriateness of the Companys accounting policies with respect to capitalisation of refinery assets, including componentisation and treatment of overhaul and repairs on account of planned shutdown (other than replacement spare) in accordance with applicable accounting standards.
Considering the materiality of PPE balances in the Companys Balance Sheet and the degree of judgement and estimation involved, this area was considered to be of significance in our audit.	• Testing, on a sample basis, capital expenditure incurred during the year, including large projects and shutdown costs, to evaluate whether such costs met the criteria for capitalisation and were supported by relevant documentation.
	• Reviewing managements identification of significant components of refinery assets and assessing whether depreciation has been applied appropriately over their respective useful lives.
	• Evaluating the reasonableness of useful lives and residual values by comparing them with technical assessments, past trends, and industry practices.
	• Verifying, on a sample basis, the accuracy of depreciation calculations, including component-wise depreciation where ever applicable.
	• Assessing the accounting treatment of assets derecognised on replacement of components, disposals, or scrapping, including the recognition of any resulting gains or losses.
	• Assessing the adequacy and appropriateness of disclosures relating to PPE in the Standalone Financial Statements.
2. Evaluation of Contingent Liabilities and Recoverability of pre-deposit thereto (Refer Note No 45 of the Standalone Financial Statements)
The Company is involved in various claims and litigations pending before different judicial and regulatory authorities, which have not been recognised as liabilities but disclosed as contingent liabilities in the Standalone Financial Statements, based on managements assessment.	Our procedures included among others:
The determination of whether an obligation should be recognised as a liability or disclosed as a contingent liability requires significant management judgement, including evaluation of the likelihood of outflow of economic resources and the interpretation of applicable laws and regulations.	• Evaluating the design and testing the operating effectiveness of key controls over identification, assessment, and monitoring of legal and tax exposures.
Considering the number of such cases, its potential financial impact, and the significant judgement involved in assessing the outcomes of these matters, this area was considered to be significant in our audit.	• Obtaining a list of ongoing litigations and claims from management and assessing its completeness through inquiries with management and review of minutes of meetings, correspondence with regulatory authorities, and legal expenses.
	• Reviewing managements assessment of the likelihood of outflow of economic resources in respect of significant cases, including the assumptions and judgements applied.
	• Discussing key matters with in-house legal and finance personnel to understand the status and merits of significant cases.
	• Obtaining, in selected cases, direct confirmations from external legal counsel to corroborate managements assessment of the status of litigations and the likely outcome.
	• Assessing the appropriateness of managements conclusions on whether provisions are required or whether the matters should be disclosed as contingent liabilities, in accordance with applicable accounting standards.
	• Evaluating the adequacy and completeness of disclosures in the Standalone Financial Statements, including the nature of litigations and associated uncertainties.
3. Recognition and measurement of Deferred Tax Liability (Refer Note No.25 of the Standalone Financial Statements)
The Company has recognised a deferred tax liability (net) during the year as against a deferred tax asset(net) recognised in the previous year. This change is primarily driven by a reassessment of temporary differences, the Companys decision to opt for a lower income tax rate under the applicable tax regime, and the underlying assumptions relating to future taxable profits.	Our audit procedures in relation to the recognition and measurement of deferred tax balances included, among others:
The recognition and measurement of deferred tax balances involve significant management judgement, particularly in evaluating the recoverability of deferred tax assets, estimation of future taxable income, and interpretation of applicable tax laws.	• Evaluating the design, implementation, and operating effectiveness of key controls over the identification, recognition, and measurement of deferred tax assets and liabilities.
Considering the magnitude of the deferred tax balances and the significant judgement involved, this matter was considered to be of significance in our audit.	• Assessing the appropriateness of the Companys accounting policies in respect of deferred taxes in accordance with applicable accounting standards.
	• Obtaining an understanding of the basis for the change from deferred tax asset to deferred tax liability during the year, including managements reassessment of temporary differences and the decision to opt for a lower income tax rate.
	• Verifying the mathematical accuracy of deferred tax computations and recalculating deferred tax balances using the applicable enacted or substantively enacted tax rates.
	• Evaluating the recognition of deferred tax assets by assessing managements projections of future taxable profits and testing the underlying assumptions, on a sample basis.
	• Assessing the completeness and accuracy of temporary differences by reconciling tax bases with carrying amounts of assets and liabilities.
	• Evaluating the impact of the change in tax rate on deferred tax balances and assessing whether the remeasurement has been appropriately recognised in the Standalone Financial Statements.
	• Assessing the adequacy and appropriateness of disclosures made in the Standalone Financial Statements in respect of deferred tax balances.
4. Assessment of impact of newly implemented Labour Codes on employee benefit obligations (Refer Note No.51 of the Standalone Financial Statements)
The Company is subject to the Labour Codes which have become effective from November 21, 2025. These Codes introduce significant changes, particularly in the definition of wages, which may impact the computation of various employee-related obligations. The Management has carried out an assessment of the potential impact based on currently available information and has disclosed that there is no financial implication on the Standalone Financial Statements of the company at this stage. However, the detailed rules are still evolving, the assessment involves significant judgment and interpretation, and there is uncertainty regarding the extent of any additional liability that may arise. Accordingly, this matter required significant auditor attention and has been considered as a Key Audit Matter.	Our audit procedures in relation to the assessment of the impact of newly implemented Labour Codes on employee benefit obligations included, among others:
	• Evaluating the design and testing the operating effectiveness of key controls over the assessment of regulatory changes and their impact on employee benefit obligations.
	• Obtaining an understanding of the relevant provisions of the Labour Codes, particularly changes in the definition of wages, and assessing their potential implications on employee benefit computations.
	• Reviewing managements assessment of the impact of the Labour Codes, including the assumptions, interpretations, and judgements applied.
	• Assessing the completeness and accuracy of underlying employee data used in managements evaluation, on a sample basis.
	• Assessing the adequacy and appropriateness of disclosures made in the Standalone Financial Statements, including the description of uncertainties associated with the evolving regulatory framework.
	• Obtaining an understanding of the relevant provisions of the Labour Codes, particularly changes in the definition of wages, and assessing their potential implications on employee benefit computations.
5. Verification and valuation of inventories (Refer Note Nos 16 of the Standalone Financial Statements)	Our audit procedures in relation to the verification and valuation of inventories included, among others:
Inventories of the Company primarily comprise crude oil, stock in process, and finished petroleum products, which are significant in the context of the Standalone Financial Statements.	• Evaluating the design, implementation, and operating effectiveness of key controls over inventory monitoring, recording, and valuation.
The measurement and valuation of inventories involve significant management judgement, particularly in determining quantities, estimation of process losses, and assessment of net realisable value.	• Assessing the procedures followed by management for physical verification of inventories at various locations and evaluating whether such procedures are reasonable and adequate.
Further, the application of appropriate costing methodologies, including allocation of production overheads and conversion costs, requires the use of assumptions and estimates.	• Participating in the year-end physical verification of inventories at selected locations and performing independent test counts on a sample basis.
Considering the materiality of inventory balances and the significant judgement involved in their measurement and valuation, this area was considered to be of significance in our audit.	• For locations where physical verification could not be attended, reviewing managements physical verification reports and reconciling the same with inventory records.
	• In respect of inventories held at leased storage facilities, the Company has carried out physical verification wherever feasible. For locations where physical verification was not feasible, we obtained third-party confirmations and reconciled the same with the Companys records.
	• Evaluating the methods used by management for determining quantities of inventory and estimation of losses, where ever applicable.
	• Testing, on a sample basis, the valuation of inventories, including the cost of products, allocation of production overheads, and conversion costs.
	• Assessing the reasonableness of net realisable value by comparing carrying values with recent selling prices and market data, where available.
	• For inventory in transit, verifying supporting documentation such as purchase contracts, shipping documents (including bill of lading), and goods receipt records, and assessing whether such inventory has been appropriately recognised and valued as at the reporting date
	• Verifying the accuracy of inventory valuation and related accounting entries in the Standalone Financial Statements.

Information Other than Standalone Financial Statements and Auditors Report thereon

The Companys Board of Directors are responsible for the other information. The other information comprises the information included in the Companys Board of Directors Report includinAnnexure to Board of Directors Report, Management Discussion and Analysis, Business Responsibility Report, Corporate Governance and Shareholders Information, but does not include the Standalone Financial 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 Financial Statements does not cover the other information and we do not express any form of assurance conclusion thereon.

161

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 doinso, 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 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 Financial Statements that give a true and fair view of the financial position, financial performance, total comprehensive income, changes in equity and cash flows of the Company in accordance with the accountinprinciples generally accepted in India, includinthe Indian AccountinStandards specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accountinrecords in accordance with the provisions of the Act for safeguardinof the assets of the Company and for preventinand detectinfrauds and other irregularities; selection and application of appropriate accountinpolicies; makinjudgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial control that were operatineffectively for ensurinthe accuracy and completeness of the accountinrecords, relevant to the preparation and presentation of the Standalone Financial Statements that give true and fair view and are free from material misstatement, whether due to fraud or error.

In preparinthe Standalone Financial Statements, the Board of Directors is responsible for assessinthe companys ability to continue as a goinconcern, disclosing, as applicable, matters related to goinconcern and usinthe goinconcern basis of accountinunless 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 overseeinthe companys financial reportinprocess.

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 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 detectina material misstatement resultinfrom fraud is higher than for one resultinfrom error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understandinof 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 expressinan opinion on whether the company has adequate internal financial controls system in place and the operatineffectiveness of such controls.

• Evaluate the appropriateness of accountinpolicies used and the reasonableness of accountinestimates and related disclosures made by management.

• Conclude on the appropriateness of the managements use of the goinconcern basis of accountinand, 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 goinconcern. 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 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 auditors report. However, future events or conditions may cause the company to cease to continue as a goinconcern.

• Evaluate the overall presentation, structure and content of the Standalone Financial Statements, includinthe disclosures, and whether the Standalone Financial Statements represent the underlyintransactions 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) planninthe scope of our audit work and in evaluatinthe 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, amonother matters, the planned scope and timinof the audit and significant audit findings, includinany significant de_ciencies in internal control that we identify durinour audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regardinindependence, 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 significance in the audit of the Standalone Financial 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 doinso would reasonably be expected to outweigh the public interest benefits 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 specified in the paragraph 3 and 4 of the order, to the extent applicable.

2. Based on the verification of books of account of the Company and accordinto 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 Companys Board does not have the requisite number of Independent Directors as required under the provisions of the SEBI (ListinObligation and Disclosure Requirements) Regulations, 2015, the Department of Public Enterprises (DPE) Guidelines, and the Companies Act, 2013 for constitutina duly compliant Board and its sub-committees, includinthe Audit Committee. Consequently, in the absence of the required quorum, no meetings of the Audit Committee were held after March 27, 2026. In such circumstances, the functions ordinarily performed by the Audit Committee were carried out by the Board of Directors. Accordingly, the Standalone financial statements have been reviewed and approved by the Board of Directors. (Also refer Note No.57 to the Standalone Financial Statements)

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 Profit and Loss (includinother 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 Financial Statements comply with Indian AccountinStandards specified under Section 133 of the Act. e) In view of exemption given vide notification no. G.S.R. 463(E) dated June 5, 2015, issued by Ministry of Corporate Affairs, provisions of Section 164(2) of the Act regardindisqualification of directors, are not applicable to the Company, since it is a Government Company. f) With respect to the adequacy of the internal financial controls with reference to Standalone Financial Statements of the Company and the operatineffectiveness of such controls, refer to our separate report in

"Annexure - C". g) Beina Government Company, pursuant to the notification No GSR 463 (E) dated June 5, 2015 issued by Ministry of Corporate Affairs, the provisions of Section 197 of the Act as regards managerial remuneration are not applicable to the company. 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 accordin

(i) The Company has disclosed the impact of pendinlitigations on its financial position in its Standalone Financial Statements – Refer Note No. 45 to the Standalone Financial Statements; (ii) The Company did not have any long-term contracts includinderivative contracts for which there were any material foreseeable losses.

(iii) There has been no delay in transferrinamounts required to be transferred to the Investor Education and Protection Fund by the Company. (iv) a. The Management has represented that, to the best of its knowledge and belief, as disclosed in the Note no. 48.11 to the Standalone Financial 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), includinforeign entities ("Intermediaries"), with the understanding, whether recorded in writinor otherwise, that the Intermediary shall, 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. b. The Management has represented that, to the best of its knowledge and belief, as disclosed in the Note no. 48.12 to the Standalone Financial Statements, no funds have been received by the Company from any person(s) or entity(ies), includinforeign entities ("FundinParties"), with the understanding, whether recorded in writinor otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the FundinParty ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries. c. Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothinhas 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 dividend declared and paid durinthe year by the Company is in compliance with section 123 of the Act.

(vi) Based on our examination which included test checks, the company has used an accountinsoftware for maintaininits books of account which has a feature of recordinaudit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further, durinthe course of our audit, we did not come across any instance of audit trail feature beintampered with. Audit trail has been preserved by the company as per the statutory requirements for record retention in accordance with the requirements of Rule 11 (g) of the Companies (Audit and Auditors) Rules, 2014

"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 Refinery and Petrochemicals Limited ("the Company") on the Standalone Financial Statements for the year ended March 31, 2026] To the best of our information and accordinto 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 showinfull particulars, includinquantitative 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 verified by the management durinthe year. However, there is a regular programme of verification, which, in our opinion, is reasonable havinregard 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 verification. c. Accordinto 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 Financial Statements, the lease agreements/ title deeds for lands amountinto _1,965.94 million (Previous Year _1,888.15 million) are yet to be executed (Refer Note no. 6.2 and 48.1 to the Standalone Financial Statements). d. The Company has not revalued any of its Property, Plant and Equipment (includinright-of-use assets) and intangible assets durinthe year. e. As disclosed in Note No. 48.6 of the Standalone Financial Statements, the Company does not have any proceedings initiated or pendinfor holdinany benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder, (as amended in 2016). ii) a. Accordinto the information made available and based on the records examined by us, the Company is conductinphysical verification of inventories excludinGoods in Transit and inventories held at leased storage facilities where physical verification was not feasible (Also refer response to Key Audit Matter No.5 in our Independent Auditors Report) at reasonable intervals. The coverage and procedure of such verification by the management in our opinion, is appropriate havinregard 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 verification by the company. b. The Company has been sanctioned workincapital limits in excess of five crore rupees, in aggregate from banks 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 verification, the quarterly returns or statements filed by the Company with such banks and financial institutions are in agreement with the books of account of the Company. (Refer Note no 48.4 to the Standalone Financial Statements). iii) Durinthe year, the Company has not made any investments and/or granted loans, secured or unsecured, to companies, firms, Limited Liability Partnerships except loan to employees and certain category of Dealers. (a) The Company has provided loans and advances to other entities/parties includinemployees of the Company, durinthe year the details which are given below:

Particulars	Loans
Aggregate amount granted/provided durinthe year:
- Subsidiary	-
- Joint Venture	-
- Associate	-
- Others	640.22

 

Particulars	Loans
Balance outstandinas at balance sheet date in respect of above case:
- Subsidiary	-
- Joint Venture	-
- Associate	-
- Others	643.93

(b) In our opinion, the investments made and the terms and conditions of the grant of loans and advances durinthe year are 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) Accordinto 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 durinthe year, have been renewed or extended or fresh loan granted to settle the over dues of existinloans given to the same parties.

(f) In our opinion and accordinto 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 specifyinany terms or period of repayment. iv) In our opinion and accordinto 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) In our opinion and accordinto the information and explanations given to us, the Company has not accepted any deposits or amounts which are deemed to be deposits within the meaninof Sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules made there under. 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 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 determininwhether they are accurate or complete. vii) a. Accordinto 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 depositinundisputed statutory dues includinProvident Fund, Income Tax, Goods and Services Tax, Sales Tax, Duty of Excise and other statutory dues applicable to it durinthe 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 outstandinas at 31st March, 2026 for a period of more than six months from the date they became payable. b. Accordinto the information and explanations given to us and as per our verification 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 31st March, 2026 on account of disputes are given below.

(Amount in Rs. Millions)

NAME OF THE STATUTE	NATURE OF THE DUES	TOTAL DEMAND	TOTALTAX PAID UNDER PROTEST/ ADJUSTED	AMOUNT NOT DEPOSITED	PERIOD (FINANCIAL YEAR)	FORUM WHERE THE DISPUTE IS PENDING
Central Excise Act & Service Tax1944	Excise Duty / Service Tax / Interest / Penalty	4,386.18	87.53	4,298.65	1997-2018	CESTAT
		297.70	19.33	278.37	2016-17	GSTAT
		296.90	-	296.90	2017-2018	High Court - Karnataka
The Customs Act, 1962	Custom Duty/ Interest / Penalty	1,083.40	378.71	704.69	1997-2008 & 2017-18	CESTAT
		71.90	-	71.90	1997-2000	Supreme Court
		6,168.37	2,125.25	4,043.12	2015-2017	CESTAT
The Karnataka Sales tax Act,1957/ Central Sales Act, 1956	Tax/ Interest/ Penalty	4,341.60	4,341.60	-	1999-00 to 2009-10	Karnataka Appellate Tribunal
		34.97	22.66	12.31	2003-04	Gujarat Value Added Tax Tribunal
GST Act, 2017	Tax/ Interest/ Penalty	0.05	0.05	-	2023-24	Dy.Com. (Appeal), Madurai
		322.78	322.78		2019-20 to 2023-24	Addl. Commissioner of Central Excise & Central Tax, Mangaluru

viii) On our verification and based on the information made available to us, there are no instances of non-recordinof transactions in the books of accounts that have been surrendered/ disclosed as income durinthe year for tax assessment under Income Tax Act, 1961. ix) a. As per the information made available and based on our verification, 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 financial institution or other lender. c. Durinthe year the company has not obtained any Term Loan, hence reportinunder clause 3(ix)(c) of the order is not applicable. d. On an overall examination of the financial statement of the Company, funds raised on short term basis have, prima facie, not been used durinthe 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 reportinunder clause 3(ix)(e) of the order is not applicable. f. The company has not raised any loans durinthe 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 (includindebt instruments) durinthe year and hence reportinunder clause 3 (x)(a) of the Order is not applicable. b. Durinthe year, the Company has not made any preferential allotment or private placement of shares or convertible debentures (fully or partly or optionally) and hence reportinunder clause 3(x)(b) of the Order is not applicable. xi) a. As per the information and explanation provided to us, no material fraud by the company or any fraud on the company has been noticed or reported durinthe year. b. No report under sub-section (12) of Section 143 of the Companies Act has been filed in Form ADT-4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government, durinthe year and up to the date of this report. c. Accordinto the information and explanations given to us, no whistle blower complaints were received by the Company durinthe year. xii) The Company is not a Nidhi Company and hence reportinunder 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 financial statements as required by applicable accountinstandards. 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) Accordinto the information and explanations given 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 the directors durinthe 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, reportinunder paragraph (xvi) (a), and (b) of the Order is not applicable.

The Company is not a Core Investment Company (CIC) as defined in the regulation made by the Reserve bank of India. Accordingly, reportinunder paragraph (xvi) (c) of the Order is not applicable. Accordinto the information and explanations given to us, the Group does not have any CIC as part of the Group as per definition of Group contained in the Core Investment Companies (Reserve Bank) Directions, 2016 and hence the reportinunder paragraph (xvi) (d) of the order is not applicable. xvii) The company has not incurred cash losses either in the current financial year or in the precedinfinancial year. xviii) There has been no resignation of the statutory auditors of the Company durinthe year. xix) On the basis of analysis of information relatinto financial ratios, ageinand expected dates of realisation of financial assets and payment of liabilities, other information accompanyinthe financial statements, our knowledge of the Board of Directors and Management plans and based on our examination of the evidence supportinassumptions, nothinhas 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 meetinits liabilities existinat 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 reportinis based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities fallindue within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due. xx) a. As per the information and explanation provided and based on our verification of records there was no unspent amount towards Corporate Social Responsibility (CSR) other than ongoinprojects. Accordingly, reportinunder clause 3 (xx)(a) of the Order is not applicable for the year. b. In respect of ongoinprojects, the Company has transferred the unspent Corporate Social Responsibility (CSR) amount as at the end of the previous financial year, to a Special account as specified under Section 135(6) of the Companies Act within the time limit.

"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 Refinery and Petrochemicals Limited ("the Company") on the Standalone Financial Statements of the Company for the year ended March 31, 2026] Based on the verification of records of Mangalore Refinery and Petrochemicals Limited (the "Company") and accordinto 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:

"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 Refinery and Petrochemicals Limited for the year ended March 31, 2026] Report on the Internal Financial Controls Over the Financial Reportinunder Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reportinof Mangalore Refinery and Petrochemicals 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 establishinand maintainininternal financial controls based on the internal controls with reference to financial reportincriteria established by the Company considerinthe essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reportinissued by the Institute of Chartered Accountants of India (‘ICAI).These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operatineffectively for ensurinthe orderly and efficient conduct of its business, includinadherence to companys policies, the safeguardinof its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accountinrecords, 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 system with reference to the Standalone Financial Statements reportinbased on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reportin(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 financial 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 financial controls system with reference to these Standalone Financial Statements was established and maintained and if such controls operated effectively in all material respects. Our audit involves performinprocedures to obtain audit evidence about the adequacy of the internal financial controls system with reference to these Standalone Financial Statements reportinand their operatineffectiveness. Our audit of internal financial controls with reference to Standalone Financial Statements included obtaininan understandinof internal financial controls with reference to the Standalone Financial Statements, assessinthe risk that a material weakness exists, and testinand evaluatinthe design and operatineffectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgment, includinthe assessment of the risks of material misstatement of the Standalone 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 system with reference to these Standalone Financial Statements.

Meaninof Internal Financial Controls over Financial Reporting

A companys internal financial control system with reference to these Standalone Financial Statements is a process designed to provide reasonable assurance regardinthe reliability of financial reportinand the preparation of Standalone Financial Statements for external purposes in accordance with generally accepted accountinprinciples. A companys internal financial controls with reference to Standalone Financial Statements reportinincludes 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 Standalone Financial Statements in accordance with generally accepted accountinprinciples, and that receipts and expenditures of the company are beinmade only in accordance with authorisations of management and directors of the company; and (3) Provide reasonable assurance regardinprevention or timely detection of unauthorised acquisition, use, or disposition of the companys assets that could have a material effect on the Standalone Financial Statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial control system with reference to the Standalone Financial Statements, includinthe 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 Standalone Financial Statements to future periods are subject to the risk that the internal financial controls system with reference to Standalone Financial 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 accordinto the explanations given to us, the Company has, in all material respects, an adequate internal financial controls systems with reference to these Standalone Financial Statements and such internal financial controls system with reference to these Standalone Financial Statements were operatineffectively as at 31 March 2026, based on the internal control over financial reportincriteria established by the Company considerinthe essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reportinissued by the Institute of Chartered Accountants of India.

For YCRJ & ASSOCIATES	For BSJ & ASSOCIATES
Chartered Accountants	Chartered Accountants
Firm Registration No.: 006927S	Firm Registration No.: 010560S
Sd/-	Sd/-
CA YASHAVANTH KHANDERI	CA JOJO AUGUSTINE
Partner	Partner
Membership No: 029066	Membership No: 214088
UDIN:26029066RTTSLT7614	UDIN:26214088SKWTMF7693
Place: Mangaluru	Place: Mangaluru
Date: April 24, 2026	Date: April 24, 2026