We have audited the accompanying standalone financial statements of Tamilnadu Petroproducts Limited (“the Company”) which
comprise the Balance Sheet as at 31^st March, 2025, the Statement of Profit and Loss (including Other Comprehensive Income), the
Statement of Cash Flows and the Statement of Changes in Equity for the year then ended and the notes to the standalone financial
statements including a summary of the material accounting policies and other explanatory information (hereinafter referred to as “the
standalone financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial
statements give the information required by the Companies Act, 2013 ( “the Act”) in the manner so required and give a true and fair view
in conformity with the Indian Accounting Standards prescribed under Section 133 of the Act read with the Companies (Indian Accounting
Standards) Rules, 2015, as amended (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the
Company as at 31^st March 2025, its profit, total comprehensive income, its cash flows and changes in equity for the year ended on that
date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities
under those Standards are further described in the Auditor’s 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 thereunder, and we have fulfilled our other ethical responsibilities in accordance with these
requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion on the standalone financial statements.

Emphasis of Matter:

We draw attention to Note No 35 C to the standalone financial statements, which explains about the expiry of lease agreement entered
with Government of Tamilnadu relating to the leasehold land as of 12^th June 2020 and the extension awaited from the Government of
Tamilnadu for the request for renewal filed. Pending renewal of the lease agreement, no adjustments have been made in the standalone
financial statements for the year for any potential impact of non-renewal of land lease which is unascertainable at this point of time.
Further, the management is confident of obtaining the renewal of lease of land in due course and relying on the same, the accounting
as per Ind AS 116- Leases has been done based on lease renewal period and estimated lease rent that would be paid by the Company
during the renewal period. Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the 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
forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have determined the matters described below to be the key audit matters to be communicated in our report. For each matter below,
our description of how our audit addressed the matter is provided in that context.

Other Information

The Company’s Board of Directors is responsible for the other
information. The other information comprises the information
included in the Management Discussion and Analysis, Board’s
Report including annexures to Board’s Report and Report on
Corporate Governance but does not include the standalone
financial statements and our auditor’s reports thereon. The other
information referred above is expected to be made available to us
after the date of this auditor’s report.

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

In connection with our audit of the standalone financial statements,
our responsibility is to read the other information identified above
and, in doing so, consider whether the other information is
materially inconsistent with the standalone financial statements or
our knowledge obtained in the audit, or otherwise appears to be
materially misstated.

When we read the other information, if we conclude that there is
a material misstatement therein, we are required to communicate
the matter to those charged with governance.

Management’s Responsibility for the Standalone Financial
Statements

The Company’s Board of Directors is responsible for the matters
stated in Section 134(5) of the Act with respect to the preparation
of these standalone financial statements that give a true and fair
view of the financial position, financial performance including other
comprehensive income, cash flows and changes in equity of the
Company in accordance with the accounting principles generally
accepted in India, including the IND AS specified under the Act
read with Rules framed thereunder as applicable.

This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of the Act
for safeguarding the assets of the Company and for preventing
and detecting frauds and other irregularities; selection and
application of appropriate accounting policies; making judgments
and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial
controls, that were operating effectively for ensuring the
accuracy and completeness of the accounting records, relevant
to the preparation and presentation of the standalone financial
statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the Board of
Directors is responsible for assessing the Company’s ability to
continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of
accounting unless the Board of Directors either intends to liquidate

the Company or to cease operations, or has no realistic alternative
but to do so.

Those Board of Directors are also responsible for overseeing the
Company’s financial reporting process.

Auditor’s 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 auditor’s 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 skepticism
throughout the audit. We also:

• Identify and assess the risks of material misstatement of
the standalone financial statements, whether due to fraud
or error, design and perform audit procedures responsive to
those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of
not detecting a material misstatement resulting from fraud is
higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations,
or the override of internal control.

• Obtain an understanding of internal control relevant to the
audit in order to design audit procedures that are appropriate
in the circumstances. Under section 143(3)(i) of the Act, we
are also responsible for expressing our opinion on whether
the Company has adequate internal financial controls with
reference to financial statements in place and the operating
effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used
and the reasonableness of accounting estimates and related
disclosures made by management

• Conclude on the appropriateness of Board of Directors’ use
of the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant
doubt on the Company’s ability to continue as a going
concern. If we conclude that a material uncertainty exists, we
are required to draw attention in our auditor’s 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 auditor’s report. However, future events
or conditions may cause the Company to cease to continue
as a going concern.

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

Materiality is the magnitude of misstatements in the standalone
financial statements that, individually or in aggregate, makes
it probable that the economic decisions of a reasonably
knowledgeable user of the standalone financial statements may
be influenced. We consider quantitative materiality and qualitative
factors in planning the scope of our audit work and in evaluating
the results of our work; and to evaluate the effect of any identified
misstatements in the standalone financial statements.

We communicate with those charged with governance regarding,
among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant deficiencies
in internal control that we identify during our audit.

We also provide those charged with governance with a statement
that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships
and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.

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 auditor’s report unless law or
regulation precludes public disclosure about the matter or when,
in extremely rare circumstances, we determine that a matter
should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to
outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2020
(“the Order”) issued by the Central Government of India in
terms of Section 143(11) of the Act, we give in Annexure-A,
a statement on the matters specified in paragraphs 3 and 4
of the Order.

2. 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 purposes 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 except
for the matters stated in the paragraph 2(i)(vi) below
on reporting under Rule 11(g) of the Companies (Audit
and Auditors) Rules, 2014.

(c) The Balance Sheet, Statement of Profit and Loss
including Other Comprehensive Income, the Statement
of Cash Flow and the 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 the Ind AS specified under
Section 133 of the Act, read with relevant Rules issued
there under.

(e) On the basis of the written representations received
from the directors and taken on record by the Board
of Directors, none of the directors is disqualified as on
31^st March, 2025 from being appointed as a director in
terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial
controls with reference to financial statements of the
Company and the operating effectiveness of such
controls, refer to our separate Report in Annexure
B. Our report expresses an unmodified opinion on
the adequacy and operating effectiveness of the
Company’s internal financial controls with reference to
financial statements.

(g) With respect to other matters to be included in Auditor’s
Report in accordance with the requirements of section
197(16) of the Act, in our opinion and to the best of
our information and according to the explanations
given to us, the remuneration paid by the Company to
its Directors during the year is in accordance with the
provisions of section 197 of the Act.

(h) The modifications relating to the maintenance of
accounts and other matters connected therewith are
as stated in paragraph 2(b) above on reporting under
section 143(3)(b) of the Act and paragraph 2(i)(vi)
below on reporting under Rule 11(g) of the Companies
(Audit and Auditors) Rules, 2014.

(i) With respect to the other matters to be included in
the Auditor’s Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules, 2014,
in our opinion and to the best of our information and
according to the explanations given to us:

i. The Company has disclosed the impact of
pending litigations on its financial position in its
standalone financial statements. Refer Note.
No.33A and Note No.35 to the standalone
financial statements.

ii. The Company has certain long-term contracts for
which there are no material foreseeable losses.
The Company did not have any derivative
contracts at the year end.

iii. There has been no delay in transferring amounts,
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,
no funds (which are material either
individually or in the aggregate) other than
those disclosed in the standalone financial
statements 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 or entity, including

foreign entity (“Intermediaries”), with the
understanding, whether recorded in writing
or otherwise, that the Intermediary shall,
whether, directly or indirectly lend or invest
in other persons or entities identified in
any manner whatsoever by or on behalf of
the Company (“Ultimate Beneficiaries”) or
provide any guarantee, security or the like
on behalf of the Ultimate Beneficiaries;

(b) The Management has represented, that,
to the best of its knowledge and belief, no
funds (which are material either individually
or in the aggregate) have been received by
the Company from any person or entity,
including foreign entity (“Funding Parties”),
with the understanding, whether recorded
in writing or otherwise, that the Company
shall, whether, directly or indirectly, lend
or invest in other persons or entities
identified in any manner whatsoever by or
on behalf of the Funding Party (“Ultimate
Beneficiaries”) or provide any guarantee,
security or the like on behalf of the Ultimate
Beneficiaries;

(c) Based on the audit procedures that
have been considered reasonable and
appropriate in the circumstances, nothing
has come to our notice that has caused us
to believe that the representations under
sub-clause (i) and (ii) of Rule 11(e), as
provided under (a) and (b) above, contain
any material misstatement.

v. (a) The final dividend proposed in the previous year,
declared, and paid by the Company during the
year is in accordance with Section 123 of the Act,
as applicable. The Company has not paid any
interim dividend during the year.

(b) The Board of Directors of the Company have
proposed final dividend for the year which is
subject to the approval of the members at the
ensuing Annual General Meeting. The amount of
dividend proposed is in accordance with section
123 of the Act, as applicable. (Refer note.45) to
the standalone financial statements).

vi. Based on our examination which included test
checks, the Company has used accounting software
for maintaining its books of account, which have a
feature of recording audit trail (edit log) facility and the
same has operated throughout the year for all relevant
transactions recorded in the respective software,
except for the instances mentioned below:

(i) The feature of recording audit trail (edit log)
was not enabled at the application level for
one software (Plant MIS) and at the database
level for two software (Plant MIS,TAS) used
for maintaining the books of accounts relating
to maintenance of production and inventory
accounting.

In the case of one accounting software (SAP),
which is used for maintaining the books of account
relating to general ledger, inventory, sales and
production, the database-level audit trail was
enabled during the year, however no audit log
files were found in the specified directory, and
hence the effectiveness of database-level audit
logging could not be verified.

(ii) Daily backup schedule is not configured for
one software relating to Material movement in
Terminal Accounting system (TAS).

The audit trail has been preserved by the Company for the
accounting software, except for software (Plant MIS) as mentioned
above.

Further, for the periods where audit trail facility was enabled and
operated throughout the year for respective accounting software,
we did not come across any instance of the audit trail feature being
tampered with.

For R.G.N. Price & Co.,
Chartered Accountants
Firm Registration No.002785S

Sriraam Alevoor M
Partner

Place : Udupi, Karnataka M No. 221354

Date : 6^th May 2025 UDIN: 25221354BMMABH2578