Dear Members,

Your Directors have pleasure in presenting their 43^rd Annual Report on the business and operations of the Company, together with the Audited Financial Statements for the financial year ended March 31, 2023 (the "Report").

The summarised financial results of the Company for the financial year ended March 31, 2023 are presented below:

Rs in lakhs

Note: The above figures are extracted from the standalone financial statements prepared in compliance with Indian Accounting Standards (IND AS). The Financial Statements of the Company complied with all aspects with Indian Accounting Standards (IND AS) notified under section 133 of the Companies Act, 2013 (the Act) read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time and other relevant provisions of the Act.

2.

During the year under review, the Company has earned revenue from operation of an amount of Rs.2.39 laksh against Rs. 153.50 lakhs of the previous year and also earned other income of Rs.13.30 lakhs against Rs.35.02 lakhs of the previous year

The Company has earned a profit of Rs.208.99 lakhs against the Profit of Rs.25.12 lakhs of the previous year.

During the year, there were no changes in the nature of business of the Company, the detailed discussion on Company's overview and future outlook has been given in the section on ‘Management Discussion and Analysis' (MDA).

With a view to conserve resources for expansion of business, the Board of Director could not recommend any dividend for the financial year under review.

As per Regulation 43A of the SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015 (the Listing Regulations), the top 1000 listed Companies shall formulate a Dividend Distribution Policy. The Company does not come under the category of top 1000 listed Companies based on the market capitalization.

The Company has not transferred any amount of profit to the reserves during the financial year under review.Further, the details of movement in Reserve and Surplus is given in note no.13 of the Financial Statement.

During the year, your Company has not accepted any deposits within the meaning of sections 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, hence there are no details to disclose as required under Rule 8 (5) (v) and (vi) of the Companies (Accounts) Rules, 2014. However, the Company is having long due share application money of Rs.9,500/- which is pending for refund.

Further, the Company has taken loan from its directors of an amount of Rs. 146.06 lakhs, the balance of unsecured loan from directors as on 31^st March, 2023 stood at Rs.46.20 lakhs.

During the year under review, no Company has become or ceased to be a Subsidiary/Joint Venture/ Associate Company of your Company.

• During the year under review, there were no changes in Authorised and Paid up Share Capital of the Company.

• The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise, during the year under review.

• The Company has not issued any sweat equity shares to its Directors or employees, during the period under review.

The Board as on March 31, 2023 comprised of 5 (Five) Directors out of which 2 (Two) are Independent Directors, 3 (Three) are Executive Directors including one Whole Time Director.

Mr. Rohith Satish Shorewalal( DIN 01650221), Whole Time Director and Mr. Manohar P Shetage, CFO are the Key Managerial Personnel as per the provisions of the Companies Act, 2013 and rules made there under.

None of the Directors of the Company have been debarred or disqualified from being appointed or continuing as Director of company by the Securities and Exchange Board of India (SEBI) and Ministry of Corporate Affairs (MCA) or any such other Statutory Authority.

During the period under review, Following changes have been occurred.

• Mr. Manish Purushottam Heda, Company Secretary, resigned from the position of Company Secretary of the Company w.e.f. Closure of working hours of 30^th September, 2022

In terms of Section 152 of the Companies Act, 2013, Mrs. Neelam Satish Shorewala (DIN: 01637681), Director being Director liable to retire by rotation shall retire at the ensuing Annual General Meeting and being eligible for re-appointment, offers himself for re-appointment. The information as required to be disclosed under Regulation 36 of the Listing Regulations will be provided in the notice of ensuing Annual General Meeting.

The Company has received declarations/ confirmations from each Independent Directors under section 149(7) of the Companies Act, 2013 and regulation 25(8) of the Listing Regulations confirming that they meet the criteria of independence as laid down in the Companies Act, 2013 and the Listing Regulations.

The Company has also received requisite declarations from Independent Directors of the Company as prescribed under rule 6(3) of Companies (Appointment and Qualification of Directors) Rules, 2014.

All Independent Directors have affirmed compliance to the Code of Conduct for Independent Directors as prescribed in Schedule IV to the Companies Act, 2013.

In the opinion of the Board, Independent Directors of the Company possess requisite qualifications, experience and expertise and hold highest standards of integrity. Further, 2(two) independent directors of the Company are in the process of giving Online Proficiency Test.

The Board meets at regular intervals to discuss and decide on Company/business policies and strategies apart from other Board businesses. The Board/Committee Meetings are prescheduled and a tentative annual calendar of the Board and Committee Meetings is circulated to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings.

The Board of Directors of your Company met 7(Seven) Times during the year to carry the various matters.

The maximum interval between any two consecutive Board Meetings did not exceed the period prescribed under the Companies Act, 2013, the Listing Regulation and circular issued by MCA in this regard.

The Composition of Audit Committee are as under:

1. Mr. Yash RatanlalMardia Chairman

2. Mr. Akhilesh Singhal Member

4. Mr. Rohith Shorewalal Member

Further, during the year, there are no such cases where the recommendation of any Committee of Board, have not been accepted by the Board.

Pursuant to the requirement under Section 134 (3) (c) of the Companies Act, 2013, the

Directors hereby confirm and state that:

(a) in the preparation of the annual accounts for the financial year ended March 31, 2022, the applicable accounting standards have been followed and that no material departureshave been made from the same;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are 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 of the Company for that period;

(c) the 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;

(d) the Directors have prepared the annual accounts on a going concern basis;

(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The Nomination and Remuneration Committee ('NRC') works with the Board to determine the appropriate characteristics, skills and experience for the Board as a whole as well as for its individual members with the objective of having a Board with diverse backgrounds and experience in business, government, education and public service. Characteristics expected of all Directors include independence, integrity, high personal and professional ethics, sound business judgement, ability to participate constructively in deliberations and willingness to exercise authority in a collective manner. The Company has in place a Policy on appointment & removal of Directors ('Policy').

The salient features of the Policy are:

• It acts as a guideline for matters relating to appointment and re-appointment of Directors.

• It contains guidelines for determining qualifications, positive attributes for Directors and independence of a Director.

• It lays down the criteria for Board Membership

• It sets out the approach of the Company on board diversity

• It lays down the criteria for determining independence of a Director, in case of appointment of an Independent Director.

The Nomination and Remuneration Policy is posted on website of the Company and may be viewed at http://www.abcqas.co.in/wp-content/uploads/2021/09/Nomination-and- Remuneration-Committe-Charter.pdf

The Board evaluation framework has been designed in compliance with the requirements under the Companies Act, 2013 and the Listing Regulations, and in accordance with the Guidance Note on Board Evaluation issued by SEBI on January 05, 2017. The Board evaluation was conducted through questionnaire designed with qualitative parameters and feedback based on ratings.

The Nomination and Remuneration Committee of the Company has laid down the criteria for performance evaluation of the Board, its Committees and individual directors including Independent Directors covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the Listing Regulations, based on the predetermined templates designed as a tool to facilitate evaluation

process, the Board has carried out the annual performance evaluation of its own performance, the Individual Directors including Independent Directors and its Committees on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc.

Your company does not fall in the ambit of limit as specified in Section 135 of the Companies Act, 2013 read with Rule framed there under in respect of Corporate Social Responsibility. However, the directors of the Company, in their personnel capacity, are engaged in philanthropy activities and participating for cause of enlistment of the society.

The Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2)(e) of the Listing Regulations is presented in a separate section and forming part of this Report.

As your Company's Paid up Equity Share Capital and Net Worth not exceeding Rs.10 Crores and Rs.25 Crores respectively, there corporate governance provision as as specified in regulations 17, 17A.18, 19, 20, 21,22, 23, 24.24A, 25, 26, 27 and clauses (b) to (i) and (t)of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V shall not apply to the Company.

Your Company has in place Whistle Blower Policy ("the Policy"), to provide a formal mechanism to its directors and employees for communicating instances of breach of any statute, actual or suspected fraud on the accounting policies and procedures adopted for any area or item, acts resulting in financial loss or loss of reputation, leakage of information in the nature of Unpublished Price Sensitive Information (UPSI), misuse of office, suspected/actual fraud and criminal offences. The Policy provides for a mechanism to report such concerns to the Chairman of the Audit Committee through specified channels. The frame work of the Policy strives to foster responsible and secure whistle blowing. In terms of the Policy of the Company, no employee including directors of the Company has been denied access to the chairman of Audit Committee of the Board. During the year under review, no concern from any whistle blower has been received by the Company. The whistle blower policy is available at the link http://www.abcgas.co.in/wp-content/uploads/202l/09/VieiI-Meehanism-Whistle- Blower-Policv.pdf

Risk assessment and management are critical to ensure long-term sustainability of the business. The Company, has in place, a strong risk management framework with regular appraisal by the top management. The Board of Directors reviews the Company's business risks and formulates strategies to mitigate those risks. The Senior Management team, led by the Whole Time Director, is responsible to proactively manage risks with appropriate mitigation measures and implementation thereof.

Pursuant to provision of Section 186 of the Companies Act, 2013, the Company has not made investment or given any loan to any person or body corporate or not given any guarantees or provided security in connection with a loan to any other body corporate or person.

The particulars of contract or arrangements or transactions entered into by the Company with related parties, which falls under the provisions of sub-section (1) of section 188 of the Companies Act, 2013, though that transactions are on arms length basis, forms part of this report in Form No. AOC-2 is annexed as an Annexure-1 to this report.

During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with provision of listing regulations and the policy of the Company on materiality of related party transactions.

The statement showing the disclosure of transactions with related partiesin compliance with applicable provision of IND AS, the details of the same are provided in note no. 27 of the Standalone Financial Statement. All related party transactions were placed before the Audit Committee and the Board for approval.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board is available at the link: https://www.abcqas.co.in/

The Company has in place adequate standards, processes and structures to implement internal financial controls with reference to financial statements. Internal control systems comprising of policies and procedures are designed to ensure sound management of your Company's operations, safekeeping of its assets, optimal utilizations of resources, reliability of its financial information and compliance.

Systems and procedures are periodically reviewed to keep pace with the growing size and complexity of your company's operation.

The Equity Shares of the Company are listed on BSE Limited (BSE).The Company has paid its Annual Listing Fees to the stock exchanges for the Financial Year 2022-2023.

The Company has formulated following Policies as required under the Listing Regulations, the details of which are as under:

1. "Documents Preservation & Archival Policy" as per Regulation 9 and Regulation 30which may be viewed at https://www.abcgas.co.in/7page id=257

2. "Policy for determining Materiality of events/information" as per Regulation 30 which may be viewed at https://www.abcgas.co.in/7page id=257

M/s. Jhunjhunwala Jain & Associates LLP, Chartered Accountants, has been appointed as Statutory Auditors of the Company for a period of 5 years from the conclusion of 40th Annual General Meeting till the conclusion of the 45^th Annual General Meeting of the Company. Your Company has received necessary confirmation from them stating that they satisfy the criteria provided under section 141 of the Companies Act, 2013.

The report of the Statutory Auditor forms part of the Annual Report. The said report does not contain any qualification, reservation, adverse remark or disclaimer except mentioned below:-

Comment by the Board:-

These items were under dispute with clients since many years and we have finally been able to reach a settlement with the best possible outcome.

Comment by the Board:-

The management has tried its best efforts to sell these items at market value. However, the said items have become obsolete and it is impossible to sell them due to change in technology and other market driven factors. These will have to be scrapped.

Comment by the Board:-

These expenses were incurred to explore new business avenues. Such expenses will bear fruit only in the long run for the company.

Comment by the Board-

All due compliances will be done as required.

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Mr. Anish Gupta, Partner of M/s VKMG & Associates LLP, Practicing Company Secretaries, as the Secretarial Auditors of the Company to undertake Secretarial Audit for the financial year ended March 31, 2023.The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed herewith and marked as ‘Annexure-2' to this Report.

(g) The Company has refundable share application money unpaid for more than 7 years and is yet to be transferred to Investor Education and Protection Fund.

During the year under review, the Auditors of the Company have not reported to the Audit Committee, under section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its Officers or Employees, the details of which would need to be mentioned in the Board's Report.

There were no material changes and commitments, affecting the financial position of the Company, which has occurred between the end of the financial year of the Company, i.e. March 31,2023 till the date of this Directors' Report.

There were no other significant and material orders passed by the regulators/ courts/ tribunals, which may impact the going concern status and the Company's operations in future.

(a) The ratio of the remuneration of each Director to the median employee's remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are as under:

1. the Ratio of the Remuneration of each Director to the median employee's remuneration, the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year

During the Year 2022-23, the Company has not paid any remuneration to any Directors of the Company and has paid remuneration to Mr. Manohar Shetage, Chief Financials Officer of the Company of an amount of Rs. 2.45 Lakhs and percentage increase in such remuneration is Nil. Further, the Company has paid remuneration to Mr. Manish Heda, Company Secretary of the Company, of an amount of Rs. 0.72 Lakhs, he resigned as Company Secretary w.e.f. SO?¹ September, 2022, hence percentage increase in remuneration is not comparable

2. The percentage increase in the median remuneration of employees in the financial year and number of permanent employees on the rolls of the Company

3. Average percentile increase made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof:

The Company has not paid any managerial remuneration and only paid salary to Company

Secretary of the Company, therefore average percentile increase could not be provided.

4. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Remuneration is paid as per the remuneration policy of the Company.

(b) In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is provided in a separate annexure forming part of this Report. Having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the Members of the Company. In terms of Section 136, the said annexure is open for inspection by the members through electronic mode. Any member interested in obtaining such information may address their email to cs@abcgas.co.in.

The disclosures to be made under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 by the Company are as under:

Though business operation of the Company is not energy-intensive, the Company, being a responsible corporate citizen, makes conscious efforts to reduce its energy consumption. Some of the measures undertaken by the Company on a continuous basis, including during the year, are listed below:

a) Use of LED Lights at office spaces.

b) Rationalization of usage of electricity and electrical equipment air conditioning system, office illumination, beverage dispensers, desktops.

c) Regular monitoring of temperature inside the buildings and controlling the air-conditioning system.

d) Planned Preventive Maintenance schedule put in place for electromechanical equipment.

e) Usage of energy efficient illumination fixtures.

The business operation of the Company are not energy-intensive, hence apart from steps mentioned above no other steps taken.

There is no capital investment on energy conservation equipment during the year under review.

The IT team of the Company evaluate technology developments on a continuous basis and keep the organisation updated. The Company has been benefited immensely by usage of Indigenous Technology for business operation of the Company. The Company has not imported any technology during last three years from the beginning of the financial year. The Company has not incurred any expenditure on Research and Development during the year under review.

The foreign exchange earnings and outgo, during the year, is as under:

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the copy of Annual Return of the Company as on March 31, 2023 is available on the Company's website and can be accessed at https://www.abcqas.co.in/

The Company has complied with the Secretarial Standards on Meeting of the Board of Directors (SS-1) and General Meetings (SS-2) specified by the Institute of Company Secretaries of India (ICSI).

Maintenance of cost records as prescribed by the Central Government under sub-section (1) of Section 148 of the Companies Act 2013 is not applicable to the Company.

Your Company is fully committed to uphold and maintain the dignity of women working in the Company and has zero tolerance towards any actions which may fall under the ambit of sexual harassment at workplace. Since, the Company has less than Ten Employees constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is not applicable. Further, during the year the Company has not received any case related to sexual harassment.

The policy framed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with Rules framed thereunder may be viewed at https://www.abcgas.co.in/

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year under review:

¦ Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

¦ Issue of debentures/bonds/warrants/any other convertible securities.

¦ Issue of shares under ESOP scheme

¦ Scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

¦ Instance of one-time settlement with any Bank or Financial Institution.

¦ Application or proceedings under the Insolvency and Bankruptcy Code, 2016

Your Directors take the opportunity to express our deep sense of gratitude to all users, vendors, government and non-governmental agencies and bankers for their continued support in Company's growth and look forward to their continued support in the future.

Your Directors would also like to express their gratitude to the shareholders for reposing unstinted trust and confidence in the management of the Company.

By Order of the Board of Directors For ABC Gas (international) Limited

1, Mahesh Villa, Worli, Mumbai-400018 Tel.:022 24935508 /24938697 Website: www.abcgas.co. in Email:cs@abcgas.co.in