Chennai Petroleum Corporation Ltd

2024-25

To the family of CPCL Shareowners,

On behalf of the Board of Directors of your Company, I am glad to present the 59^th Annual Report and the 3^rd Integrated Annual Report, on the business and operations of your Company, together with the Audited Statement of Standalone and Consolidated Accounts, Auditors' Report and the Report of the Comptroller & Auditor General of India on the Accounts for the year ended March 31, 2025.

I am delighted to announce that your Company has been upgraded from Schedule B to Schedule A Category PSU company on 01.08.2024. This is a recognition for our consistent performance, strategic initiatives and the commitment to excellence demonstrated by the dedicated Team of CPCL. This also adds increased financial autonomy, better career progression opportunities, along with greater recognition and prestige for the company. Our continuous improvement in operations, finance, reliability, safety and sustainability will further enhance our image and establish our caliber among the top players in the Schedule A arena.

The summary of the Standalone and Consolidated Financial Results are as under:

Rs in Crore

During the fiscal year 2024-25, your Company achieved a crude throughput of 10.454 MMT, representing 99.6% capacity utilization, despite a planned turnaround undertaken during the year. This performance reflects your Company's strong operational discipline, focus on reliability, and effective capacity utilization. Operating consistently near full capacity, amidst scheduled shutdowns, has become a defining strength of your Company's capabilities, reflecting its commitment to sustained excellence and operational resilience.

The Company achieved a significant milestone in operational efficiency during the fiscal year 2024-25 by recording its lowest-ever fuel and loss at 8.51%, reflecting sustained efforts in energy optimization and process improvement. Energy efficiency indicators reached new highs through achievement of best-ever annual Specific Energy Consumption (MBN) of 72.0 and Energy Intensity Index (EII) of 87.4 highlighting efficient energy usage.

For the fiscal year 2024-25, the Gross Refining Margin (GRM) was recorded at US$ 4.22 per barrel (Singapore GRM: $3.80 per barrel), compared to US$ 8.64 per barrel (Singapore GRM: $6.61 per barrel) in the previous financial year. Our current GRMs have consistently outperformed Singapore GRMs over the last two years, largely due to crude procurement strategies, optimized refinery production, operational reliability, enhanced product slate, and efficient secondary units processing capabilities.

The PAT of Rs174 crore in FY 2024-25 was lower mainly due to lower margins prevailing in international market and lower thruput on account of turnaround of one of the crude units in FY 2024-25.

During the year 2024-25, there is no change in the share capital of the company. No securities were issued during the year.

Article 114 of the Articles of Association and Guidelines on Capital Restructuring of Central Public Sector Enterprises dated 27^th May, 2016 issued by the Ministry of Finance, Department of Investment and Public Management (DIPAM), Government of India together constitute the Dividend Distribution Policy of the Company and the same is hosted on the website of the Company under the link https://www.cpcl. co.in/Policies/2018/dividend%20distribution%20policy.pdf

Our Board has recommended a Dividend of 6.65% on the paid-up outstanding preference share capital of the Company, representing Rs0.665 per preference share amounting to

Rs33.25 crore for the year 2024-25.Considering the profit levels and need to reward the minority shareholders, the Board has recommended a dividend of 50% on paid-up Equity Share Capital of the Company of Rs5/- per share as on 31.03.2025 amounting to Rs74.46 Crore.

The reserves and surplus as on 31^st March 2025 is Rs7789.59 crore as compared to Rs8444.05 crore as on 31^st March, 2024.

The book value per share of your Company as on 31.03.2025 is Rs533.11 as compared to Rs577.05 as on 31^st March 2024.

The value addition during the year 2024-25 is Rs1530 Crore as compared to Rs5040 Crore in the previous year.

Your company has achieved 100% digital transactions during the financial year 2024-25.

Your Company has been regularly contributing to both State and Central Exchequers in the form of duties and taxes. The details are as under:

Rs in Crore

Your Company has incurred Capital Expenditure of Rs680.82 crore for the year 2024-25 as compared to Rs611.15 crore in the previous year 2023-24.

Your Company has not accepted any public deposit during the year 2024-25 and no public deposit was outstanding as on 31^st March, 2025.

The company's financial prudence is reflected in the strong credit ratings assigned by the Credit Rating agencies. The details of Credit Ratings are as under:

A sum of Rs1,76,80,383/- representing unclaimed dividend for the year 2016-17 along with the underlying 29,688 shares were transferred to the Investor Education & Protection Fund (IEPF) as per Section-124 of the Companies Act, 2013 during the year 2024-25.

A sum of Rs2,88,23,203/- was transferred to IEPF in respect of the dividend declared for the financial year 2023-24 on the company's shares held with the IEPF.

(TMT = Thousand Metric Tonnes)

Your Company achieved a crude throughput of 10.454 MMT in 2024-25 which was 99.6% of the design capacity, a significant achievement considering two critical phases of M&I shutdowns while achieving the highest ever daily crude throughput of 36.0 TMT per day on 26^th March 2025.

Distillate yield of 75.7% was achieved as against 76.2% in the previous year. Consumption of Regasified Liquefied Natural Gas (RLNG), a cleaner fuel, rose by 1.2 times over the previous year, reaching an all-time high of 527 TMT, surpassing the earlier best of 441 TMT in 2023-24 contributing to 4.7% of CO₂e reduction, equivalent to 113.0 TMT of CO₂e.

On the energy front, the specific energy consumption (MBN) recorded the best-ever at 72.0 as against the previous best of 72.2 in the year 2023-24. Fuel & Loss achieved was the best-ever at 8.51% during the year as compared to 8.81% in the previous year. These milestones reflect your company's continued focus on energy efficiency and process optimization.

Your Company clocked the highest ever production and despatch for the year in respect of the following:

• Successfully processed two new crude grades-Kuwait Super Light and ONGC's KG-D-98/2.

• Production and sales of new value added product viz., Pharma grade Hexane commenced in September'24, diversifying the product portfolio with high value offerings

• A total of nine Very Large Crude Carrier (VLCC) tankers were efficiently handled during FY 2024-25, underscoring CPCL's growing scale and operational capabilities. As part of logistics cost optimization, term cargoes were smartly co-loaded with IOCL's Paradip and Vadinar shipments, reflecting enhanced synergy and supply chain efficiency.

• Reduced water consumption from 6.6 Millions of Gallons per Day (MGD) in 2023-24 to 5.4 MGD in 2024-25 by implementing various water conservation measures and by scaling up the concept of Reduce, Reuse and Recycle

• In March 2025, your Company operated at peak efficiency, driving exceptional performance across several secondary processing units and product production and dispatches, which achieved record monthly highs:

- Once-Through Hydrocracker Unit (OHCU), Delayed Coking Unit (DCU), and Continuous Catalytic Reforming Unit (CCR) recorded their highest-ever monthly throughputs at 229.4 TMT, 201.9 TMT, and 41.3 TMT respectively.

- Highest-ever Mineral Turpentine Oil (MTO) dispatch was achieved at 8.6 TMT.

- Motor Spirit (MS) production reached 108.5 TMT.

- Lean Butene, a petrochemical feedstock, dispatch hit 787 MT.

• Your Company also continued to innovate in the following areas:

- Co-processing trial run using Used Cooking Oil (UCO) was successfully completed for production of Sustainable Aviation Fuel (SAF) in OHCU. The SAF product conformed to ASTM D1655 Jet A-1 and DEF Standard 91-091 Issue 17 specifications.

- Trial production of Mineral Turpentine Oil (MTO) (Textile Grade) in DHDT during November 2024.

• Your company was conferred with the Federation of Indian Petroleum Industry (FIPI) "Innovator of the Year - Special Commendation” at the FIPI Annual Awards 2023 on 26^th November 2024 for "Indigenously Manufacturing Rocket Propellant Fuel” - a testament to your Company's commitment to national self-reliance.

- This prestigious award acknowledges CPCL's trailblazing achievement in indigenously manufacturing rocket propellant fuel ISROSENE for ISRO and fuel equivalent to JP7 for DRDO, showcasing its commitment to advancing innovation and self-reliance in strategically vital sectors

- The citation lauds Shri P. Kannan, Director (Operations), and his dedicated team for their relentless efforts, collaboration, and commitment that led to this landmark accomplishment.

Your Company was awarded the "Environment Health and Safety (EHS) Excellence Award 2024” by Confederation of Indian Industries (CII) for the second consecutive year on 15^th May 2024, underlining the Company's unwavering focus on Safety as an integral part of the Organisational culture.

• Your Company portrayed technological advancements and showcased the various initiatives and innovation, for more than 60 years since inception, including the recently developed niche fuels for supply to DRDO & ISRO, diversification of the product basket and strides towards sustainability under the overarching spirit of Atmanirbhar Bharat.

• Your Company earned the prestigious Global Refining and Petrochemicals Congress (GRPC) "Refinery of the Year 2024” award on 10^th July 2024 in recognition of its continuous strive for Operational Excellence and delivering value to all stakeholders.

Your Company has received "Excellent” rating for its performance during FY 2023-24 with respect to the MoU signed with its holding Company, Indian Oil Corporation Limited (IOCL). Further, your Company signed MoU with IOCL for FY 2024-25, as per the guidelines issued by the Department of Public Enterprises (DPE)

Your Company has been granted license by Government of India to exercise Retail Marketing Rights for the distribution of Motor Spirit (MS) and High-Speed Diesel (HSD) .This historic milestone enables us to transition from a refining-centric entity to an integrated energy company with a direct presence in the consumer market. Further this development signifies not merely an expansion of operational horizon, but a fundamental evolution in your Company's strategic posture. Indian Oil Corporation Ltd., the holding company, markets most fuel products and Petroleum, Oil and Lubricants (POL) produced by CPCL. Apart from the above, the details of sale of products through direct marketing by your Company during 2024-25 as compared to the previous year 2023-2024 are given below:

Your Company achieved several marketing milestones during FY 2024-25, reflecting strong customer engagement and operational excellence.

• Sales of directly marketed products (excluding Petcoke and Sulphur) increased by about 7% year-on-year, reaching 234.18 TMT.

• Your Company recorded its highest-ever annual sales in FY 2024-25, with Mineral Turpentine Oil (MTO) at 54,450 MT, Hexane at 29,775 MT, and Lean Butene at 6,346 MT—reflecting growing demand and operational excellence.

• In terms of monthly performance, your Company achieved its highest-ever monthly sale of MTO at 8,679 MT in March 2025, wax at 3,687 MT in January 2025, and Lean Butene at 787 MT, also in March 2025—marking new benchmarks in product offtake and dispatch efficiency.

• A significant product diversification milestone was the launch of Pharma Grade Hexane along with Sustainable Aviation Fuel, by Shri Pankaj Jain (IAS), Secretary, Ministry of Petroleum and Natural Gas.

• Your Company also commenced the first-ever supply of Ultra-Low Sulphur Naphtha by tanker trucks on 6^th December 2024 to customers beyond ISRO, expanding its market reach.

• Your Company also achieved a notable milestone in logistics, with efficient and pollution-free Petcoke dispatches by rake reaching an all-time high of 54 rakes, totaling 200 TMT in FY 2024-25, as against 40 rakes in the previous year—demonstrating sustainable supply chain practices.

• In line with its customer-focused approach, your Company continues to strengthen market presence through regular engagement and feedback. As one such initiative, a customer meet held in Madurai during the year witnessed enthusiastic participation, reflecting CPCL's commitment to building strong and lasting relationships.

• A key digital milestone was the implementation of a new weighbridge software digitally integrated with SAP via API (Application Programming Interface), enabling seamless real-time data exchange between systems. This integration has significantly improved invoicing and logistics operations by enhancing accuracy, reducing manual intervention, and improving turnaround time— benefiting both your Company and its holding company, IOCL.

Your Company's R&D plays a vital role in providing support to refinery operations.

During the year, various studies were carried out as under:

• Quality improvement (Viscosity Index) of Group-1 LOBS by doping Unconverted Oil (UCO) with Inter Neutral (IN) Raffinate. Necessary infrastructure developed and the plant trial completed.

• Fractionation of products like ATF/MTO/PCK/LSATF from DHDT treated diesel.

• Development of a process for the production of textile grade MTO from DHDT and the plant trial completed.

• Identification of Alternate Crude Source for Wax production besides Mumbai High Crude Study on wax potential conducted for KG DWN 98/2 crude sample and based on the study, a trial run in wax plant conducted successfully by using HVGO fraction of KG DWN 98/2 crude.

• A research study in progress to produce speciality product Dearomatized Kerosene (DAK) from refinery streams.

• Enhancement of wax potential of Mumbai High crude LVGO component by extraction of aromatics and removal of diesel fraction.

• Production of speciality product Jute Batching Oil (JBO) from refinery streams.

Following initiatives were undertaken as part of Industry- Academia Collaboration:

• Signed MoU with Indian Institute of Technology Madras (IITM), Chennai, Tamil Nadu and Rajiv Gandhi Institute of Petroleum Technology (RGIPT) Amethi, Uttar Pradesh to conduct collaborative research projects.

• Created CPCL-IITM Research Cell (CIRC) to provide solutions to refinery problems via collaborative research projects. As a part of CIRC, the following three collaborative research projects have been initiated:

• Developed a "Corrosion Inhibitor Formulation to mitigate the corrosion induced by Ethanol Blended Petrol (EBP)” in collaboration with RGIPT.

• Established the Proof of concept for "Green Hydrogen generation from Reverse Osmosis (RO) Reject through Alkaline Water Electrolysis” in collaboration with IITM.

• Engaged in a Collaborative project with RGIPT on "Production of Nanocellulose from Rice Straw”.

Your Company has filed a patent on the invention "Composition and method for inhibiting corrosion in steel in ethanol blended fuel environment” jointly by RGIPT and CPCL. A technical paper on "Fractionation of ATF from DHDT treated Diesel - A diesel reduction methodology” was presented at 14^th "International Symposium on Fuels and Lubricants (ISFL 2025)” organized by IOCL R&D Centre, Faridabad during March 20-22, 2025.

• Your company achieved a significant milestone with the installation of a 1.04 MW Solar Power Plant in Manali Refinery, demonstrating its commitment to sustainability and advancing Company's dedication to renewable energy. Nestled amidst expansive fields of photovoltaic panels, this state-of-the-art facility serves as a beacon of hope for a greener tomorrow.

• Consumption of Regasified Liquefied Natural Gas (RLNG), a cleaner fuel, rose by 1.2 times over the previous year, reaching an all-time high of 527 TMT, surpassing the earlier best of 441 TMT in 2023-24 contributing to 4.7% of CO₂e reduction, equivalent to 113.0 TMT of CO₂e.

• Reduction in Green House Gases (GHG) emission to 2.43 MMTCO₂e from 2.83 MMTCO₂e from previous year through a slew of energy conservation and sustainability initiatives.

Your Company invested a total of Rs680.82 Cr. in CAPEX, surpassing the budgeted estimate for FY 2024-25 by 135.9%, projecting its commitment to strategic investment and growth initiatives.

Your company successfully completed and commissioned the revamp of existing conventional column internals with Divided Wall Column (DWC) Technology for production of 35000 MTPA of Pharma Grade Hexane in the Isomerization Unit (ISOM), at an estimated cost of Rs 69.91 Cr (incl GST) in August 2024.

Your company engaged consultant M/s. WAPCOS, a Public Sector Enterprise for providing consultancy services for drainage and water management in your Refinery to strengthen the water management system and to tackle excess water from reservoir discharges & discharge levels in Buckingham canal. The report with recommendations were submitted in September 2024 and the same are complied.

Your company completed the construction of 3 new storm water ponds in Manali Refinery in October 2024 thereby increasing the holding volume of stormwater by 1.5 times, based on the comprehensive study by M/s. WAPCOS.

Your company installed a New CRWS unit, having a capacity of 100 m3/hr, in Mandatory Tank Farm (MTF) area in Manali Refinery which ensures oil removal followed by a Two-stage filtration using Dual Media Filters (DMF) and Activated Carbon Filters (ACF) for Total Suspended Solids (TSS). The unit was commissioned in December 2024.

Your company is laying 22 km long new 28” Desal Water Pipeline and new 10” RO Reject water Pipeline between Manali Refinery and its Desalination plant at Ennore, at an estimated cost of Rs205 Cr ? 10% (incl of GST), to improve reliability of Desal water supply to Manali Refinery. The anticipated completion will be end of December 2025.

Your company is installing 1 No. of Quick Release Mooring Hook (QRMH) and 3 Nos. of Bollards at Bharathi Dock-1 (BD-1) to enable simultaneous berthing of Product Tankers to improve the TRT (Turnaround Round time i.e.,the time taken between the arrival of a vessel and its departure) and operational efficiency of the tanker.

Your company is installing floating solar panels in CPCL reservoirs for a total capacity of 1140 KW to enhance renewable energy portfolio of CPCL at an estimated cost of Rs7.23 Cr. (Incl of GST) and the anticipated completion will be end of September 2025.

CPCL intends to implement the 'LOBS Project' for production of Group-M/III Lube Oil Base Stocks, at its Manali Refinery. The project involves revamp modification of the existing HydroCracker Unit from 2.25 to 2.35 MMTPA and installation of a new Catalytic Dewaxing Unit to produce 256 TMTPA of finished Group-II/III LOBS. The project is estimated to cost Rs1,620 Crore. Chevron Lummus Global USA is the Process Licensor and Engineers India Limited is the PMC for the Project. Environmental Clearance has been obtained from MoEFCC.

CPCL has received approval from its holding company, Indian Oil Corporation Ltd (IOCL), for the investment proposal to implement the LOBS Project, with an implementation schedule of 31 months.

The Project benefits from reducing the Nation's Lube Base Oil Import and promoting Atmanirbhar Bharat. Besides being lucrative, the project offers synergy for supply of premium Lube Base oils to IOCL's upcoming Servo Integrated Lube Complex at Amullavoyal, Chennai.

i) Sustainable Aviation Fuel

As per Government guidelines, CPCL plans to co-process Used Cooking Oil (UCO) and produce SAF of about 10 KTPA by 2030.

ii) Green Hydrogen Plan by 2030

As per the Government guidelines, CPCL plans to install Green Hydrogen Generation Unit of 10 KTPA by 2030. As a first step, a tender for 2 KTPA has already been floated and the same is under evaluation.

iii) Carbon capture and Utilization by 2030

CPCL has plans to install facilities to Capture & Recover about 400 Tons of CO₂ per day from existing Grey Hydrogen Generation Unit.

Several health promotion programs were conducted during the year and the significant among them include the following:

• 50 Doctors enrolled in the AFIH (Associate Fellowship in Industrial Health) program conducted by ESIC Medical College and Hospital,Chennai under the guidance of Director General of Factory Advisory Services and Labour Institute (DGFASLI) who visited OHS on the 20^th May 2024 as part of the curriculum. The training Doctors were appraised on the activities of OHS and were enlightened on the Safety measures taken and the safety facility in the company.

• In a significant effort to enhance employee well-being and safety, cooling vests were introduced to mitigate heat stress, particularly for team members working in hot, humid, and confined environments. These vests were developed by M/s Sukoon, an IIT-M incubated start-up. The adoption of these vests reinforces CPCL's commitment to improving the well-being and efficiency of its workforce.

• Awareness campaign was conducted by OHS group and Banners / Posters on "Beat the Heat” positioned in strategic locations in the refineries premises. Medical Mitigation Measures undertaken for Beating the Heat wave during the period of May to June 2024. Special Mobile Medical Team Rounds in plant area - between 12:00 to 15:00 hours to ensure all employees are well hydrated. Distributed ORS - Oral Rehydration Salt sachets / tetra packs.

• Organised Free Eye Care Camps in coordination with Sankara Nethralaya for the benefit of the public in and around Ennore as part of Corporate Social Responsibility (CSR) Health program, covering complete eye check up including refraction errors detection, fundus examination and Tele ophthalmology consultation with specialists . Spectacles were provided free of cost for needy patients with refraction error. Cataract removal with Intraocular Lens (IOL), surgery were performed for the needy and the entire cost for IOL surgery, transportation and food was borne by CPCL.

• Launched medical health checkups and motivation sessions for students of CPCL Super 30 scheme of Residential Coaching for JEE Mains and Advance at CPCL Polytechnic College in July - August 2024.

• Organized a Voluntary Blood Donation at CPCL Polytechnic College, in coordination with Institute of Child Health and Hospital for Children(ICH & HC) Egmore Chennai, in February 2025

• Voluntary Blood Donation Camp organized at Occupational Health Services (OHS) on the eve of "CPCL DAY 2024”, in coordination with Government Stanley Medical College and Hospital Blood Centre Chennai on 19^th December 2024.

• "Women Health & Wellness 2024” Training Program organised by Women Cell and Occupational Health Services (OHS), on 23^rd December 2024, at CPCL RESOT. Dr. Pushpa Saravanan MD Dip. Diabetology, Associate Professor, Rajiv Gandhi Govt. General Hospital, delivered a lecture on "Women's Health & Wellness ".Dr Bhamini Dietician & Nutritionist had talked about the Diet requirements and essentials for Women. Around 30 Women Employees participated in this program.

• As part of "100 day Intensified Campaign on Tuberculosis Elimination", in collaboration with Indian Council for Medical Research and National Institute of Research in Tuberculosis, Chennai , your Company organised an awareness lecture on TB Free India in line with Nikshay Mitra Pradhan Mantri TB Mukt Bharat Abhiyan at CPRC Premises in February 2025. 120 Contract workers participated in this awareness program.

Your Company firmly believes that progress cannot be sustained without maintaining commitment to safety and recognizes the need for stronger communication channels within the organization, particularly when it comes to documenting and sharing lessons learnt or root causes of safety-related events.

Your company has always strived hard for Zero Incidents target. The safety statistics of Manali Refinery as on 01.04.2025 are as under:

Significant safety initiatives undertaken during the year include

the following:

• Usage of AI Cameras for monitoring PPE Compliance & UAs/UCs during Ref-II Shutdown.

• National Safety Week (March 4-10, 2025) saw participation from about 1200 employees, with contests and safety training conducted.

• Conducted Onsite Emergency Mock Drills as per Emergency Response Disaster Management Plan and PNGRB Guidelines.

• Conducted Monthly Mock drills with different scenarios of Risk Analysis Report to check the preparedness of systems and healthiness of the equipment.

• Published Monthly Safety theme on different safety topics. Discussed case studies of Incidents at other locations as well as High potential NMI Reports , in the monthly safety pamphlets to spread awareness.

• Procured 40 Nos. Toxic gas neutralizers and provided to all control rooms. This is new and first of its kind safety equipment.

• Conducted Electrical Safety Awareness programme in July 2024 during Electrical safety week in coordination with CEA.

• Conducted Level-11 Mock Drill at OHCU on 22.11.2024 with the involvement of NDRF Personnel.

• Identified 24 nos. HiPo NMIs in the year and steps taken to avoid recurrence.

• Carried out Exclusive Canteen Audit in Nov. '24 to identify and address potential hazards to ensure a safe and healthy environment for employees & canteen workers. Recommendations are being implemented.

• During the year, your company commissioned the new ERMC, which is a testament to your Company's commitment to proactive emergency preparedness. This can be used for the Manali Industries Association (MIA) also during emergency showing the commitment of your Company to the Industries around CPCL.

• Your company installed 6 Nos. of LLC in November 2024 at a cost of Rs1.51 crore at various locations viz Ref-I, Ref-II, Ref-III, Mounded bullets & at ETP-II in Manali Refinery for providing a dedicated space for workers to rest, rejuvenate, and promote their well-being.

• As a responsible organization, your company extended safety expertise to other industries. Live Fire Drills conducted for IOCL Employees. More than 200 Employees covered in 5 different sessions during the year.

• Modified Near Miss System to improve its effectiveness in tracking liquidations. More than 90% of NMIs were attended within 90 days and alternative measures were put in place for remaining jobs.

• Organized a comprehensive Work at Height Training and Rescue Demonstration in collaboration with the renowned safety solutions provider, M/s Karam Safety, on 19^th March 2025, benefiting over 50 contract supervisors and safety officers. The hands-on session enhanced preparedness for high-risk tasks and reaffirmed your company's commitment to fostering a strong safety culture.

• Your Company is focused on intensifying its efforts in advocating for and implementing environmental measures on responsible plastic use, prudent e-waste management and overall pollution control . Your Company remains ever vigilant about its environmental footprint and focused on its mission to align its operational success with sustainability goals.

• Your Company made notable strides in environmental sustainability and emissions reduction during the year.

- As mentioned earlier, RLNG consumption increased from 440.6 TMT in 2023-24 to 527 TMT, contributing to a 4.7% reduction in CO₂e emissions, equivalent to 113.0 TMT of CO2e.

- Through a series of targeted energy conservation and sustainability initiatives, total Greenhouse Gas (GHG) emissions were brought down to 2.43 MMTCO2e, from 2.83 MMTCO2e in the previous year.

- In addition, your Company's windmill at Pushpathur generated 23,869 MWh of green power, resulting in an estimated reduction of 19,811 MT of CO2 emissions.

• Celebrated World Environment Day (WED) on 05.06.24 with the theme "Land Restoration, Desertification and Drought Resilience” to spread awareness amongst employees and stakeholders about the need to protect environment and focus on restoring degraded land.

-As a part of creating awareness for environmental conservations, saplings were planted and jute bags were distributed to the public.

- Pre-emission check for vehicles in Manali and Thiruvottiyur areas was also done to increase awareness about vehicle maintenance and pollution due to emissions.

• Your Company undertook significant green initiatives during the year, including

- Planting and maintenance of 55,000 Casuarina seedlings in Nagapattinam District through the Nagapattinam Wildlife Division

- Distribution of 3,700 saplings to schools and Government hospitals in the Manali and Thiruvottiyur areas

- Registration under the Green Credit Programme developed by Ministry of Environment, Forest and Climate Change (MoEFCC). As part of this program, 211 hectares of land in Tiruvannamalai and Tiruvallur districts have been earmarked for green cover development aimed at generating green credits.

• Contributed to public awareness on environmental issues by

- Supporting the Tamil Nadu Pollution Control Board in its initiatives to educate the public, students, and industries on the harmful effects of Single-Use Plastics (SUP) and promote eco-friendly alternatives.

- Undertaking on-ground awareness activities, including vehicle emission checks and the display of digital scrolling messages in public locations to promote fuel and energy conservation.

Your company is keen on conserving the energy by implementing several energy conservation measures.

• As mentioned earlier during the year, your Company achieved its best-ever performance in Specific Energy Consumption (MBN) and Energy Intensity Index (EII), registering values of 72.0 and 87.4 respectively.

• 14 numbers of energy conservation measures were implemented successfully during the year, which resulted in energy savings of 33352 Standard Refinery Fuel Tonne (SRFT) per annum corresponding to approximately 0.30% reduction in F&L. The details of energy conservation measures are given in Annexure I.

• As part of awareness-building initiatives, your Company actively observed the Oil & Gas Conservation Fortnight (SAKSHAM 2025) from 14^th to 28^th February 2025, in line with the directives of the Ministry of Petroleum and Natural Gas (MoP&NG). Themed "Cleaner Environment through Green and Clean Energy,” the fortnight included activities such as

- Auto emission checks at Indian Oil petrol bunks in Anna Nagar and Tiruvanmiyur,

- A walkathon at Velammal Engineering College and creative Arts competitions for the employees' families.

- A technical seminar for the Manali Industries Association.

• A Furnace Efficiency Audit, conducted by CHT external auditors as part of SAKSHAM 2025, highlighted a significant improvement in performance, with overall furnace efficiency increasing from 84.7% in 2023 to 86.9% in 2025

Your Company has undertaken several targeted measures to enhance the reliability of its operations, reflecting a strong commitment to safety, continuity, and performance excellence. The key initiatives include:

• Inline inspection of the 10" LPG pipeline (non-piggable) from the Refinery to the Bottling Plant was successfully carried out, ensuring pipeline integrity and operational safety.

• RFID-based corrosion probes were installed at critical pipeline sections, enabling continuous and real-time monitoring of corrosion behaviour—a forward step in predictive maintenance.

• Health assessment of Delayed Coker Unit (DCU) coke drums was conducted using advanced laser scanning and strain analysis techniques, reinforcing your Company's focus on equipment integrity and lifecycle management.

• High-performance gaskets were introduced to prevent flange leaks, reducing the risk of emissions and unplanned shutdowns, thereby improving reliability.

• Next-generation furnace skin thermocouples were installed to enhance proactive monitoring of heater coil health, accuracy and prevention of failures during operation.

• As the oil and gas industry continues to evolve, your company has proactively embraced this transformation, recognizing the immense value that digital integration, real-time data analytics, and intelligent automation bring to refining operations. Through these efforts, not only safety and operational efficiency is enhanced but also the resilience needed to thrive in today's competitive environment.

• With strong progress in immersive training, predictive maintenance, and automation, the company continues to build internal capabilities and foster a digitally enabled workforce. With artificial intelligence poised to play a central role, the focus remains on building a digitally empowered workforce and creating a smarter, more agile, and future- ready CPCL.

• Signed a Memorandum of Understanding (MoU) with the parent company, Indian Oil Corporation Limited (IOCL), on 18^th December 2024—a significant step towards adopting and implementing IOCL's flagship i-DRIVE digital transformation initiatives. This collaboration aims to accelerate digital maturity and foster data-driven decision-making, drive optimization models, and digitalise operations.

• Implemented Robotic Process Automation (RPA) for automated reporting, including vendor payment status

tracking for MSMEs and general vendors, leading to improved transparency and efficiency.

• Developed and implemented an Advanced Process Control (APC) Monitoring Dashboard for one of the crude units, enabling real-time tracking of APC utilization and enhanced process optimization.

• Launched a state-of-the-art Virtual Reality (VR) Training Lab, equipped with Meta Quest Pro headsets and high- performance workstations, offering immersive, hands-on training to strengthen workforce preparedness.

• Introduced smart helmets with remote assistance capabilities, allowing technicians to receive expert guidance on-site—boosting operational efficiency and safety in the field.

• Deployed an Artificial Intelligence powered video analytics solution during the Fluid Catalytic Cracking Unit (FCCU) and Crude Distillation Unit - II (CDU-II) Maintenance & Inspection (M&I) turnaround in October 2024, reinforcing focus on safety through real-time monitoring and proactive risk management.

• A Workshop Management Application was introduced to streamline electrical workshop operations and improve task tracking, while the Failure Analysis & Reporting of Incidents (FARI) platform digitized incident reporting and root cause analysis.

• Introduced the E-Safe View system, an integrated safety monitoring platform providing real-time situational awareness across key safety metrics including work permits, radiography monitoring, and firewater isolation.

• Digital Twin ML model development for complex refinery units such as the Fluid Catalytic Cracking Unit (FCCU) and the Delayed Coking Unit (DCU) to enhance process optimization and improve throughput is in process

• Preparatory work also commenced for deploying an AI/ML- based (Artificial Intelligence/Machine Learning) Predictive Asset Maintenance (PAM) system to enhance asset reliability and reduce unplanned downtime.

Information technology continued to play a pivotal role in the growth of your company's business with the implementation of various initiatives aimed at harnessing the advancements in technology, which were carefully infused with our core values of innovation, passion and trust.

Initiatives taken on the areas of information technology include the following:

• Introduction of QR code-based vendor registration system using Microsoft Forms integrated with MicroSoft SQL databases, streamlining and securing the vendor onboarding process with a fully mobile-friendly, paperless approach.

• Successfully implemented the Information Security Management System (ISMS) in compliance with ISO/IEC 27001:2022 as part of our commitment in establishing a robust Information Security framework and obtained the corresponding certification in November 2024. This accomplishment demonstrates your Company's continuous commitment in developing and upholding a strong Information Security system.

Your Company has put in place a fully operational Security Operations Centre (SOC) providing 24x7 and 365 days of continuous monitoring to ensure real-time detection and response to cyber threats and as a result there were no cyber incidents to date.

Cybersecurity status and posture are reviewed at the board level, as per the directives of the Ministry of Petroleum and Natural Gas, demonstrating Company's commitment to strategic oversight and continuous improvement in safeguarding our digital infrastructure.

Various proactive security measures include

- Quarterly Vulnerability Assessment and Penetration Testing (VAPT) conducted by a CERT-In empanelled agency for public facing IPs, Monthly Vulnerability Assessments (VA) of internal IPs to identify and remediate potential weaknesses

- Annual IT audit for entire IT infrastructure and Quarterly Information Security Steering Committee (ISSC) meetings with the South Director of National Critical Information Infrastructure Protection Centre (NCIIPC) for review of overall cybersecurity posture.

• To cultivate a strong security culture across the organization, regular phishing simulation drills and cybersecurity awareness trainings are conducted to ensure that employees remain vigilant and informed.

Your Company recognizes that preserving and developing the intellectual resources is essential for the organization to successfully meet the challenges of the industry. Accordingly, several initiatives have been taken for the growth and development of employees to face future challenges.

• The total strength of employees as on 31^st March, 2025 was 1413 out of which 83 were women employees. The total number includes 732 Executives and 681 Non-executives.

• To further the cause of apprenticeship training in the country, the Company engaged 154 apprentices under various categories like Trade, Technician, and Graduate which constitutes 10.8% of the total workforce. The apprentices were imparted practical inputs with a structured monitoring and assessment methodology.

Your Company has made significant progress on this front, to develop employees at all levels on both Technical and Managerial fronts. During the year 2024-25, your company has achieved 3.03 Training Mandays.

Major highlights include:

• Adoption of Micro-Learning approach to improve the efficacy of the training in line with the changing trends in Training which fetched an award at the 5^th Federation of Indian Chambers of Commerce and Industry (FICCI) Innovation summit. Your Company's win solidifies its position as an emerging organisation in innovative workplace solutions.

• Conferred with National Award for HR Excellence in PSU category for implementation of various Best Practices in HR.

• New training initiatives include

- Bite-sized learning i.e., breaking down learning into digestible chunks, which is easier for learning to provide daily chunks of small learnings on various topics related to the refining business.

- Development and administration of pilot module on Personal Protective Equipment (PPE), in three languages- English, Hindi and Tamil.

- Development of a Knowledge Hub with collection of white papers & videos to bring together a diverse range of resources to promote continuous learning among CPCL employees, covering various topics like Technology, Operations, Maintenance, HSE, Quality Control, Finance, Technical Services, Information Systems etc, with over 30,000 pages of white papers and about 120 hours of videos

- Launched new updated manuals on Basic Refinery Chemistry, Power & Utilities and Process Units for the benefit of employees.

• Some of the distinguished training programs conducted include:

- Cybersecurity awareness and AI (Artificial Intelligence) Work Tools program to promote awareness and productivity among employees.

- Competency Development Program for officers through Premier Institutes like IIMB, IIMT and XLRI, focussing on eight critical leadership competencies.

- Wellness programs like Yoga, Stress Management and Meditation .

- Health, Safety & Environment Training covering more than 600 employees

Your Company meticulously follows the Presidential Directives and guidelines issued by Government of India regarding the reservation in services for SC / ST / OBC / PwBD (Persons with Benchmark Disabilities) / Ex-Servicemen / EWS (Economically Weaker Section) to promote inclusive growth.

• Rosters are maintained as per the directives and are regularly inspected by the Liaison Officer(s) of the Company as well as the Liaison Officer of the Government of India to ensure proper compliance. In accordance with the Presidential Directive, the details of representation of SCs/STs/OBCs in the prescribed proforma are attached as Annexure II.

• Out of the total manpower, there were 283 SC employees (previous year: 286) and 53 ST employees (previous year: 50) as on 31^st March, 2025, constituting 20.02 % and 3.75 % of the total manpower respectively.

• The provision of 4% reservation for persons with benchmark disabilities, in line with the Government of India's guidelines / instructions were implemented by the Company. Necessary concessions / relaxations in accordance with the rule in this regard were extended to physically challenged persons in the recruitment.

During the year, cordial industrial relations were maintained. Your Company provides comprehensive welfare facilities to its employees to take care of their health, efficiency, economic betterment, etc., and to enable them to give their best at the workplace. The Company supports participative culture in the management of the enterprise and has adopted a consultative approach with collectives, establishing a harmonious relationship for industrial peace, thereby leading to higher productivity.

The provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, have been implemented across the Company with clear objective of providing protection to women against sexual harassment at the workplace and for the prevention and redressal of complaints of sexual harassment. Internal Committees have been set up, headed by senior-level women employee to deal with sexual harassment complaints, if any. A hand-book on Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 released by the Ministry of Women and Child Development, Government of India, has been uploaded on the intranet to sensitise all employees about the provisions of the Act. Regular workshops were organized, especially for women employees to bring awareness about their rights and facilities at the workplace emphasizing the provisions of the Act. There were no complaints of sexual harassment during the year.

Your Company gives special focus to the various facets of women development plans and programmes. As on 31^st March, 2025, 83 women employees are on the rolls of the Company, of whom 72 are in the supervisory cadre and 11 are in non-supervisory cadre, constituting 11.34 % of the total supervisory employees and 1.61 % of the total non-supervisory employees.

• Management has conducted meeting with the representatives of Women Cell to encourage the well-being of women employees.

• International Women's Day was celebrated on 8^th March 2025 with great enthusiasm and spirit. The event featured an inspiring address by eminent speakers and a selfdefense demonstration, all aligning the year's empowering theme: "To Create Our Own Sunshine.”

• A variety of events were organized to showcase the talents of women and foster camaraderie among participants. These activities witnessed enthusiastic participation from numerous female employees, making the celebration both meaningful and memorable.

Your Company's Corporate Social Responsibility (CSR) is an integral part of its corporate governance framework, aligning with CPCL's Vision of creating value for stakeholders and its Mission to proactively fulfil social responsibilities, including environmental and safety commitments.

Guided by this principle, the Company has defined its CSR Vision as:

"Strive for an Educated, Healthy, Economically Developed, and Environmentally Protected community around the Refineries.”

The CSR Policy of the Company is available on its official website at: https://www.cpcl.co.in/company/overview/our- policies/

To realize this vision, the Company implements CSR projects designed to enhance the economic and social well-being of communities in its operational areas, promote the selfsustainability of CSR initiatives, and support environmental sustainability.

During the year, the Company spent Rs4959.63 lakhs on various CSR initiatives, primarily focused on its refinery operations and project sites in Chennai and Nagapattinam, Tamil Nadu. These

initiatives largely centered on Health and Nutrition, Education and Skill Development, Community Development, Welfare of Persons with Benchmark Disabilities, and Environmental Sustainability. The aim was to uplift living standards and bridge socio-economic and environmental disparities.

CSR programmes are primarily implemented in areas surrounding the Company's key installations to enhance the quality of life for local communities, with special attention to marginalized groups, including SCs, STs, OBCs, and persons with disabilities.

A detailed report on the CSR activities undertaken during the year, in accordance with the Companies Act, 2013, along with key CSR highlights, is provided in Annexure-III.

Your Company has initiated CPCL Super-30 Project, under its Corporate Social Responsibility, which is dedicated to offering free residential coaching to students from underprivileged and economically weaker sections of society. The aim is to provide level playing field, enabling these students to compete on equal footing with other competitors for securing admission to prestigious institutions such as IITs, NITs etc.

In recognition of its various CSR initiatives, your Company received the following awards / accolades during the year:

• Received Visionary Partnership Award at the Indian Institute of Technology (IIT) Madras CSR Summit & Awards 2024 recognizing your company's longstanding collaboration and commitment to social impact under CSR through contributions to the Energy Consortium, driving innovation in clean energy and carbon capture.

• For excellence in innovation, and sustainability, your Company was honoured with the esteemed Excellence in CSR - "Best Corporate Social Responsibility Practices” by Stars of the Industry Awards, which was presented on 21^st March 2025.

The Vigilance Department of your company has developed a structured mechanism of vigilance functions to ensure high integrity within the organization. It not only investigates complaints but also promotes transparency through technology and Preventive Vigilance activities. The department focuses on system improvement measures, leveraging technology and ensuring accountability. Additionally, it creates awareness to external stakeholders through awareness programs conducted during 'Vigilance Awareness Week'.

The Department is also making following efforts to establish transparent Systems and Procedures for the benefit of external stakeholders.

• Various Training programs were conducted for employees on topics such as Preventive Vigilance, Organizational Behavior and Ethics, Code of Conduct, System and Procedures of Organization, Cyber Security, etc., by internal and external faculties.

• Vigilance Officers also participated in Training program on Complaint Handling Mechanism, conducted by Central Vigilance Commission (CVC) in Chennai.

• Vigilance Awareness Week- 2024 was observed from 28^th October 2024 to 3^rd November 2024 on the theme given by Central Vigilance Commission - "Culture of Integrity for Nation's Prosperity”

• Various events and competitions on the theme were held for Employees, Spouses of Employees, School and College students. A walkathon was also organised to promote awareness on Vigilance and Public Interest Disclosure and Protection of Informers (PIDPI) resolution. Programs like Interactive sessions with Contractors and Service providers and Customers were also organized. Public awareness through Media / Social Media for Vigilance Awareness was also done.

There are no pending disciplinary proceedings or prosecution cases as on 31^st March, 2025.

Your Company is committed to redress the public grievances on time. Contact details of Public Grievance Officer is displayed on the website of the Company under the link

During the year 2024-25, 9 public grievances were received and disposed of in time.

A separate section on Corporate Governance forms part of this Integrated Annual Report, in line with the SEBI Listing Obligations and Disclosure Requirements (LODR) Regulations, 2015 and DPE Guidelines on Corporate Governance.

The certificate received from the Auditors of the Company regarding compliance of conditions of corporate governance, as required under SEBI (LODR) Regulations, 2015 as well as compliance with the guidelines on corporate governance issued by the Department of Public Enterprises, Government of India, is annexed and forms part of this Report (Annexure-IV).

• As required under SEBI (LODR) Regulations 2015, Management's Discussion and Analysis Report is annexed and forms part of the Integrated Annual Report (Annexure-V).

In accordance with SEBI (LODR) Regulations 2015, the Business Responsibility and Sustainability Report forms part of the Integrated Annual Report and is being hosted on the website of the company

As a leadership initiative on the Governance, your company has voluntarily adopted for third party reasonable assurance on the Business Responsibility and Sustainability Reporting (BRSR) core principles and limited assurance on the Integrated Reporting framework from 2023-24 onwards.

The composition of the Committee as on 31^st March, 2025 is as under:

• Mr. Ravi Kumar Rungta- Independent Director - Chairman

• Dr. C.K.Shivanna, Independent Director - Member

• Mr.Deepak Srivastava - Government Nominee Director - Member

Note: Mr.Manoj Kumar Pandey, Independent Director was inducted as a member effective 16.05.2025.

Director (Finance), CPCL is the permanent invitee.

The recommendations of the Audit Committee during the year were accepted by the Board.

The Board of Directors of your Company has formulated a code of conduct for the Directors and Senior Management Personnel, which was circulated to all concerned and hosted on the Company's website. The code can be accessed at https://www.cpcl.co.in/codeofconduct/. The Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct and the same was informed to the Board at the meeting held on 25.04.2025.

Your Company has a well-developed Risk Assessment & Management system and has also constituted a Risk Management Committee. The composition of Risk Management Committee as on 31.03.2025 is as under:

• Mr. H.Shankar, Managing Director (I/C) and Director (Technical) - Chairman

• Mr. Rohit Kumar Agrawala, Director (Finance) - Member

• Mr. P.Kannan, Director (Operations) - Member

• Mr. Ravi Kumar Rungta, Independent Director- Member

• Mr. M. Anna Durai, Nominee Director, IOCL - Member

Note: Mr. M. Anna Durai was inducted as a Member in place of Mr. Subhajit Sarkar with effect from 13.12.2024.

The Action Taken Report on the Risk Management Policy for FY 2024-25 containing the mitigation measures on various

High & Medium Risks along with the Risks on Radar were reviewed by the Risk Management Committee on 24.04.2025 and by Audit Committee and Board on 25.04.2025

Your Company has put in place adequate systems of internal controls and documented procedures covering all financial and operating functions commensurate with the size of the Company and the nature of its business to provide reasonable assurance with regard to maintaining proper accounting controls, monitoring economy & efficiency of operations, protecting assets from unauthorized use or losses and ensuring reliability of financial and operational information.

Your Company has an Internal Audit Department headed by a Deputy General Manager with a mix of qualified professionals to carry out extensive audits throughout the year. Internal audit plans and functions are reviewed by the Audit Committee.

The Statutory Auditors, in their report dated 25.04.2025, opined that the Company has in all material respects, adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31^st March, 2025 based on internal control over financial reporting criteria established by the Company, considering the essential components of internal control stated in the Guidance Note on Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

M/s. R.G.N. Price & Co, Chartered Accountants, were appointed as Statutory Auditors of the Company for the financial year 2024-25 by the Comptroller and Auditor General of India. The Auditors have confirmed that they are not disqualified from being appointed as Auditors of the Company.

The Board of Directors of the Company fixed a remuneration of Rs 26 Lakhs towards statutory audit fees in addition to out- of-pocket expenses, if any, and applicable GST.

The Auditors had expressed an unmodified opinion on Standalone and Consolidated Financial Statements for Financial Year 2024-25 vide their report dated 25^th April 2025.

Supplementary Audit of Financial Statements: The Standalone and Consolidated Financial Statement for the Financial Year ended March 31, 2025, were submitted to the C&AG for supplementary audit.

The C&AG have conducted supplementary audit and the certificate of the C&AG under section 143(6)(b) of the Companies Act, 2013 forms part of the annual report.

M/s. M. Krishnaswamy and Associates, Cost Accountants, Chennai were appointed as the Cost Auditor of the Company for the Financial Year 2025-26 at the remuneration of Rs 2.75 Lakhs plus applicable taxes and out-of-pocket expenses, if any, to conduct the audit of Cost Accounts maintained by the Company subject to ratification by the shareholders in the Annual General Meeting.

M/s. Madhavan Mohan & Associates, Cost Accountants, Chennai were appointed as Cost Auditors for FY 2023-24 and FY 2024-25. The cost audit for the year 2023-24 was carried out and the cost audit report was filed with the Ministry of Corporate Affairs in the prescribed form within the stipulated time period.

The cost audit for the year 2024-25 is being carried out and the cost audit report would also be filed within the stipulated time

Your Company has appointed M/s. S. Sandeep & Associates as the Secretarial Auditors, for the year 2024-25

The Secretarial Audit Report for the year 2024-25 confirms that the Company has complied with all the applicable provisions of the Companies Act, 2013 and the rules made thereunder and other applicable acts, rules, guidelines, applicable secretarial standards, etc. and the findings are as under:

• The Board of Directors of the Company is not comprised of requisite number of Independent Directors as prescribed under Reg 17 of the Securities Exchange Board of India, (Listing Obligations and Disclosure Requirements), 2015 and DPE Guidelines.

• The Company has not appointed a woman director as an Independent Director, as prescribed under Reg 17 of the Securities Exchange Board of India, (Listing Obligations and Disclosure Requirements), 2015. However, the Company has appointed a woman director w.e.f 16.11.2021 in the capacity as Nominee Director, IOCL till 30.04.2024.

• The Audit Committee did not have Minimum 3 members (from 28.08.2024 till 21.10.2024) & 2/3^rd of the Committee members are not Independent directors w.e.f 17.11.2024 till

27.03.2025. However, the Audit Committee was reconstituted with 2/3^rd Independent Directors as its members effective 28.03.2025.

• The Nomination and Remuneration Committee (NRC) did not have 2/3^rd of Independent Directors as its members prescribed under Reg 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. However, the NRC was re-constituted with 2/3^rd Independent Directors as its members effective 16.05.2025.

• The Stakeholder Relationship Committee did not have non-executive director as Chairperson of the Committee, including one Independent Director on the committee, from 17.11.2024 till 27.03.2025. However, the Stakeholder Relationship Committee was reconstituted with induction of One Independent Director as member who was designated as Chairperson of the Committee, effective 28.03.2025.

• The Risk Management Committee did not have at least one Independent Director as member of the Committee from

17.11.2024 till 27.03.2025. However, the Risk Management Committee was reconstituted with induction of an Independent Director as its member effective 28.03.2025.

It is clarified as under:

1) CPCL being a Government Company under the administrative control of Ministry of Petroleum and Natural Gas, the power to appoint Independent Directors including one Women Independent Director, vests with the Government of India. Regular follow-up is being made with Government of India and the appointment of additional Independent Directors including one woman Independent Director is under the consideration of Government of India.

The report, duly certified by a Practicing Company Secretary, is attached as Annexure-VI to this Report.

Your Company being a Government Company, the selection and appointment of Directors, their terms of appointment and the remuneration payable to them, are decided by the Government of India as per applicable guidelines.

In view thereof, the terms of reference of Nomination and Remuneration Committee do not include the terms provided under the Companies Act, 2013. The performance evaluation of all directors, excluding directors representing Naftiran Intertrade Company, one of the promoters of the company, is carried out by the Administrative Ministry (MOP&NG), Government of India, as per applicable guidelines. The above is in line with the exemption provided to Government Companies by the Ministry of Corporate Affairs.

One separate meeting of Independent Directors (8^th) was held on 15.11.2024, as per the provisions of the Companies Act 2013 and SEBI(LODR).

The Auditors in their Companies Auditor Report Order, forming part of Auditor's report have indicated the following:

"No fraud by the Company has been noticed or reported during the year. During our audit, we were informed by the Management that the Vigilance Department, based

on a complaint received from an outsider, has identified and reported a fraud on the Company amounting to Rs1.82 crores pertaining to the year 2019-20, by one of its vendors, by submitting fabricated bank statements to the Company. We were informed that the Management is in the process of investigating this fraud in all respects, including identification of the extent of the financial loss, if any, and whether any officer or employee of the Company is involved in this matter.”

In this connection, the Management is investigating this matter in all respects and the subject work orders were completed by the vendor and prima facie there is no financial loss to the company in this regard. Based on the outcome of the investigation, the matter will be taken to its logical conclusion

In line with the Public Procurement Policy of the Government of India, as amended, your Company is required to procure minimum 25% of the total procurement of Goods and Services from MSEs, out of which 4% is earmarked for procurements from MSEs owned by Reserved SC/ST entrepreneurs and 3% from MSEs owned by Women entrepreneurs.

The procurement from MSEs (excluding Crude Oil, Petroleum products, Gas, Power, Licensing fees, Proprietary items, Imports and single line items of value greater than Rs50 Crores) during the financial years was as under:

All the procurement targets earmarked under the Public Procurement Policy for Micro and Small Enterprises (MSEs) Order 2012 Government of India have been achieved by your company as furnished in the above table.

Several initiatives were undertaken to identify the entrepreneurs for procurements of goods and services including from MSEs owned by Reserved SC/ST and Women entrepreneurs by the way of conducting / participating the Vendor Development Programs / Meets and Special Vendor Development Programs for the Reserved SC/ST MSEs and Women owned MSEs. The procedures followed including Purchase Preferences and benefits available to the MSEs are explained during these programs/meets for their motivation and tender participation.

4 exclusive programs conducted for Reserved SC/ST MSEs and 2 exclusive programs conducted for Women owned MSEs during the FY 2024-25 out of the total 13 programs. Similarly

5 exclusive programs conducted for Reserved SC/ST MSEs and 1 exclusive program conducted for Women owned MSEs during the FY 2023-24 out of the total 11 programs

Your company has created a new QR code for CPCL Vendor enrolment process and this QR code is published during these meets to facilitate the MSMEs easily enroll with CPCL and MSMEs are using this QR code for enrolling their entities with CPCL.

During the year, the percentage of total procurement through the GeM portal worked out to 67.92% over the total procurements including procurements outside the GeM Portal due to the reasons such as Emergency, Imports, Special Tenders, etc.,

"CPSE vendor development program cum exhibition” was conducted by MSME Development & Facilitation Office, Chennai.

Your Company provided Platinum Sponsorship and participated in the Buyer-Seller Meet organized by Women Entrepreneurs Welfare Association of Tamil Nadu focusing on Business to Business Transactions.

Also, Your Company has participated in "SOUMEX 2024 - International Exhibition - Sourcing and Manufacturing Exhibition - Organized by TANSTIA - Tamilnadu Small & Tiny Industries Association Chennai”

During the year 2024-25, Scrap weighing 5,523.12 Metric Tons were sold through e-Auction fetching a Net Sale value Rs26.59 Crores to your Company.

During the financial year 2024-25, your company registered in four additional TReDS online platforms to facilitate quicker payments to MSMEs. With this onboarding, your company has registered in all five RBI approved TReDS platforms, enabling seamless and efficient trade receivables discounting. This onboarding enhances liquidity for MSME vendors, ensures faster payments and supports better working capital management through multiple financing options.

During the year, 66 MSME vendor invoices amounting to Rs11.27 Crore were processed through TReDS Portals, within the specified time as per MSMED Act.”

Your Company has a joint venture with Chevron Chemicals Company (now Chevron Oronite Company) in the year 1989 for manufacture of lube additives components and packages. The share capital of IAL is Rs23.67 crore. CPCL and Chevron hold 50% each in the share capital of IAL.

The Revenue from Operations of IAL is Rs1308 crore during the year 2024-25, as against Rs1215 crore in the previous year. The Profit after Tax for the year 2024-25 was at Rs117.66 crore as against Rs73.08 crore in the previous year. Dividend of Rs247.01 per equity share (Face value Rs10 per share) was recommended by the Board of IAL for the financial year 2024-25.

Your Company has another Joint Venture with M/s. Southern Petrochemicals Industries Corporation Ltd. (SPIC) in the year 1989 for manufacture of PTA, Paraxylene, Orthoxylene and Benzene. The share capital of AROCHEM is Rs0.05 crore. CPCL and SPIC hold 50% each in the share capital of AROCHEM. Since the JV is not operational, the investments have been fully provided for diminution in value.

Cauvery Basin Refinery & Petrochemicals Limited (CBRPL), a Joint Venture Company between IOCL, CPCL & other seed equity investors was incorporated on 06-Jan-23, for implementing a new grassroot refinery of 9 MMTPA capacity with petrochemical facilities at Nagapattinam, Tamil Nadu. This new refinery will produce Petrol and Diesel of Bharat Stage-VI specifications and Polypropylene as a value-added product. Subsequently, subscription amount toward initial share capital of Rs5,00,000/- received from the Promoters (IOCL and CPCL) and other seed equity investors. Land acquisition process was completed by the Government of Tamil Nadu and handed over to CPCL on 31-Oct-23, which marks a crucial step towards actualizing the project. Fencing has been completed along the land boundary, and the construction of the compound wall is in progress.

CPCL and IOCL Board accorded approval for the revision in project cost and capital structure of the Joint Venture with 75% equity from IOCL & 25% equity from CPCL.

Department of Investment and Public Asset Management (DIPAM) approval for the Revised Capital structure was received on 25-Sept-24. DPE(Dept. of Public Enterprise), vide its OM dated 17-Sept-24, has waived the requirement of NITI Aayog's approval for establishing JVs and subsidiaries by Maharatna, Navratna & Mini-ratna CPSEs.

Petroleum and Explosives Safety Organisation (PESO) approval for construction has been obtained on 04-Apr-24. Site enabling activities such as Construction Power and Construction Water works completed. Boundary Wall construction work is underway, laying the groundwork for the refinery's physical establishment. The project is scheduled to be completed in 39 Months from accordance of Statutory approval.

A policy on material RPTs was framed in line with the provisions of the Companies Act, 2013 and SEBI Listing Regulations 2015, which can be accessed on the Company website at the link https://www.cpcl.co.in/Policies. Your Company has undertaken transactions with related parties during the year, which are in the ordinary course of business. As per the RPT Policy, approval of Audit Committee has been obtained for all RPTs. During the year, there were no material RPTs. The disclosures related to Related Party Transactions in accordance with applicable accounting standards are provided at Notes to the Annual Accounts.

The details of contracts or arrangements with related parties referred to under Section 188 (1) of the Companies Act, 2013 in the prescribed Form AOC-2 are attached as Annexure -VII of the Report.

Statutory details on Energy Conservation and Technology Absorption, R&D Activities and Foreign Exchange Earnings and Outgo, as required under the Companies Act, 2013 and the Rules prescribed thereunder are given in the Annexure-I and form part of this Report.

The provisions of Section 134(3)(e) of the Act are not applicable to a Government Company. Consequently, details on Company's policy on Directors' appointment and other matters as required under Section 178 (3) of the Act, are not provided.

Similarly, Section 197 of the Act is not applicable to a Government Company. Consequently, there is no requirement of disclosure of the ratio of the remuneration of each Director to the median employee's remuneration and other such details, including the statement showing the names and other particulars of every employee of the Company, who if employed throughout / part of the financial year, was in receipt of remuneration in excess of the limits set out in the rules, are not provided in terms of Section 197 (12) of the Act read with Rule 5 (1) / (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The following changes have occurred in the Board of the Company:

• Mr. Arvind Kumar, Managing Director, ceased to be a director effective 16.07.2024 upon his appointment as Director (Refinery), IOCL. Mr.H.Shankar , Director(Technical) was holding additional charge of the post of MD since

16.07.2024 till 01.04.2025

• Mr. S.M.Vaidya, Non -Executive Chairman ceased to be a Director on the Board effective 31.08.2024 as he superannuated from the services of IOCL on 31.08.2024.

• Mr. Deepak Srivastava, Director, MoPNG, ceased to be a director effective 28.08.2024 and re-appointed as Government Nominee Director effective 02.11.2024.

• Mr. V. Satish Kumar, Director (Marketing) & Chairman (i/c), IOCL has been appointed Nominee Director, IOCL on the Board of CPCL effective 01.09.2024 in place of Mr. S.M.Vaidya. He ceased to be a director effective 25.11.2024

• Mr. Subhajit Sarkar, Nominee Director, IOCL ceased to be a director effective 28.11.2024.

• Mr. Arvinder Singh Sahney, Chairman, IOCL has been appointed as Non -Executive Chairman on the Board of CPCL effective 28.11.2024.

• Mr. M. Annadurai, Executive Director & State Head Tamilnadu, IOCL, has been appointed as Nominee Director, IOCL on the Board of CPCL in place of Mr. Subhajit Sarkar, effective 13.12.2024.

• Mr. H. Shankar, Director (Technical) & Managing Director (i/c), CPCL has been appointed as Managing Director effective 02.04.2025. Further, with effect from 7^th April 2025, Mr. H.Shankar was holding the additional charge of post of Director (Technical).

• Mr. Ravi Kumar Rungta, Independent Director, ceased to be a director effective 16.11.2024 and re-appointed as Independent Director effective 28.03.2025.

• Dr. C.K.Shivanna, Independent Director, has ceased to be a director effective 16.11.2024 and re-appointed as Independent Director effective 28.03.2025.

• Mr.Manoj Kumar Pandey was appointed as Independent Director effective 16.05.2025.

Your Company being a Government Company, the power to appoint Directors (including Independent Directors) vests with Government of India. The Directors are appointed by following a process as per laid down guidelines. In the opinion of the Board, the Independent Directors have requisite expertise and experience.

The Company received the Certificate of Independence from the Independent Directors confirming that they meet the criteria prescribed for Independent Directors under the provisions of the Companies Act, 2013, and SEBI (LODR). The Independent Directors were advised to register with the Database maintained by the Indian Institute of Corporate Affairs (IICA) under the Ministry of Corporate Affairs The Company being a Government Company, the power to appoint Directors (including Independent Directors) vests with the Government of India.

A separate 8^th meeting of Independent Directors was held during the year on 15.11.2024 as per the provisions of the Companies Act, 2013 and SEBI LODR.

During the year, seven meetings of the Board of Directors were held. The details of the meetings attended by each Director are provided in the Corporate Governance Report.

No significant or material orders were passed by the regulators or courts or tribunals that impact the going concern status and the Company's operations in future.

The provisions of Section 134(3)(p) of the Companies Act, 2013, require a listed entity to include a statement indicating the manner of formal evaluation of performance of the Board, its Committees and of individual Directors. However, the said provisions are exempt for Government Companies as the performance evaluation of the Directors is carried out by the administrative ministry, i.e., Ministry of Petroleum and Natural Gas (MOP&NG), as per laid-down evaluation methodology.

Your Company has not provided Loans/Guarantees/Security to any person, body corporate or joint venture during the year

As required under the provisions of the Companies Act, 2013, the Annual Return is being hosted on the Company's website and can be accessed from the link: https://www.cpcl.co.in/ investors/financials/statutory-disclosure/

Your Company complies with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

Pursuant to the requirements under Section 134(5) the Companies Act, 2013 with respect to Directors' Responsibility Statement, it is hereby confirmed that:

i) In the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards have been followed and that there are no material departures from the same;

ii) Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

iii) Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) Directors have prepared the annual accounts for the financial year ended 31^st March, 2025, on a going concern basis;

v) Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.

vi) Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively;

Your Company complies with The Right to Information Act, 2005. In accordance with the provisions of the RTI Act, necessary disclosures have been made on the website of the Company under the link https://www.cpcl.co.in/connect/ citizen-charter/right-to-information/

During the year, a total of 166 requests were received and were disposed off.

Your Company complies with the directives issued by the Official Language Department, Ministry of Home Affairs, Government of India from time to time to increase the progressive use of Hindi in the Company.

The Official Language Implementation Committee meeting of your Company was conducted every quarter under the Chairmanship of the Managing Director to review progressive use of Hindi in the Company

During the year, Hindi classes were conducted at Refinery for the benefit of employees and Hindi Workshops on the Official Language Policy of the Government of India and its implementation and Spoken Hindi are conducted for employees.

Your Company received a consolation prize for excellent implementation of Official Language Policy of Government of India and a consolation prize for excellent Official Language House Magazine for the year 2023-24 from the Chai rman, Town Official Language Implementation Committee (TOLIC) (PSU) Chennai at a function organized in Chennai on 04.09.2024.

Your Company sponsored one day Hindi workshop on IT Tools for the benefit of employees of member Offices under the aegis of TOLIC PSU (Chennai) on 18.06.2024.

Hindi Fortnight was celebrated from 16.09.2024 to 30.09.2024 in compliance with the Official Language Policy of the Government of India. On this occasion, Hindi Calligraphy, Hindi Drama, Hindi Quiz, Hindi Debate, Hindi Reading, Hindi Antyakshari, Hindi Singing and Hindi Essay competitions were organized for the benefit of employees, their spouse and children.

There have been no material changes and commitments affecting the financial position of the Company between the end of the Financial year and date of this report. There has been no change in the nature of the business of the Company.

No applications were made during the year and no proceedings were pending against the Company under the Insolvency and Bankruptcy Code 2016 (31 of 2016).

There were no instances of one-time settlements during the year 2024-25.

Your Board of Directors sincerely appreciate the co-operation and support of all the employees for the stellar performance of the company during the year 2024-25.

Your Board of Directors extend their profound thanks to the Government of India, particularly the Ministry of Petroleum & Natural Gas, other ministries, the Government of Tamil Nadu, Indian Oil Corporation Ltd., Naftiran Intertrade Company Ltd., Petroleum Planning and Analysis Cell, Oil Industry Development Board, Oil Industry Safety Directorate, Centre for High Technology and Other Regulatory & Statutory Authorities.

Your Directors express their gratitude to all the stakeholders for their support and confidence reposed by them on the Company.

Your Directors also place on record their appreciation of the valuable contributions made by Mr. Arvind Kumar, Mr. S M Vaidya, Mr. Subhajit Sarkar and Mr. V Satish Kumar during their tenure on the Board.