matters described below to be key audit matters to
be communicated in our report.

We have audited the accompanying standalone
Ind AS financial statements of The Southern Gas
Limited (“the Company”), which comprise the
balance sheet as 31^st March 2024, and the
statement of Profit and Loss, statement of
changes in equity and statement of cash flows for
the year then ended, and notes to the financial
statements, including a summary of significant
accounting policies and other explanatory
information.

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 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 Companies
(Indian Accounting Standards) Rules, 2015, as
amended, and other accounting principles
generally accepted in India, of the state of affairs
of the Company as at March 31, 2024, and profit
and total comprehensive income, changes in
equity and its cash flows for the year ended on that
date.

Basis for Opinion

We conducted our audit in accordance with the
Standards on Auditing (SAs) specified under
section 143(10) of the Companies Act, 2013. Our
responsibilities under those Standards are further
described in the Auditor’s Responsibilities for the
Audit of the 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
together with the ethical requirements that are
relevant to our audit of the financial statements
under the provisions of the Companies Act, 2013
and the Rules thereunder, and we have fulfilled
our other ethical responsibilities in accordancewith
these requirements and the Code of Ethics. We
believe that the audit evidence we have obtained
is sufficient and appropriate to provide abasis for
our opinion.

Key Audit Matters

Key audit matters are those matters that, in our
professional judgment, were of most significance
in our audit of standalone financial statements of
the current period. These matters were addressed
in the context of our audit of the standalone
financial statements as a whole, and in forming our
opinion thereon, we do not provide a separate
opinion on these matters. We have determined the

Information other than the Standalone
Financial Statements and Auditor’s Report
Thereon

The Company’s Board of Directors is responsible
for the preparation of the other information. The
other information comprises the information
included in the Management Discussion and
Analysis, Board’s report, Business Responsibility
Report, Corporate Governance and shareholder’s
information, but does not include the standalone
financial statements and our auditor’s report
thereon.

Our opinion on the standalone financial
statements does not cover the other information

and we do not express any form of assurance
conclusion thereon.

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

If, based on the work we have performed, we
conclude that there is material misstatement of this
other information, we are required to report thefact.
We have nothing to report in this regard.

Responsibilities of Management and Those
Charged with Governance for the financial
statements

The Company’s Board of Directors is responsible
for the matters stated in section 134(5) of the
Companies Act, 2013 (“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, total
comprehensive income, changes in equity) and
cash flows of the Company in accordance with the
accounting principles generally accepted in India,
including the accounting Standards specified
under section 133 of the Act. This responsibility
also includes maintenance of adequate
accounting records in accordance with the
provisions of the Act for safeguarding of the assets
of the Company and for preventing and detecting
frauds and other irregularities; selection and
application of appropriate implementation and
maintenance of 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 financial statement that
give a true and fair view and are free from material
misstatement, whether due to fraud or error.

In preparing the financial statements,
management 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 management 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 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 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 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
Companies Act, 2013, we are also responsible
for expressing our opinion on whether the
company has adequate internal financial
controls system in place and the operating
effectiveness of such controls.

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

• Conclude on the appropriateness of
management’s 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 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 financial statements,
including the disclosures, and whether the
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

individually or in aggregate, makes it probable that
the economic decisions of a reasonably
knowledgeable user of the financial statements
may be influenced. We consider quantitative
materiality and qualitative factors in (i) planning
the scope of our audit work and in evaluating the
results of our work; and (ii) to evaluate the effect of
any identified misstatements in the 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 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
sub-section (11) of section 143 of the
Companies Act, 2013, we give in “Annexure A”
statement on the matters specified in
paragraphs 3 and 4 of the Order, to the extent
applicable.

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.

c) The Balance Sheet, the Statement of
Profit and Loss including other Comprehensive
Income, the Cash Flow Statement & 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 financial
statements comply with the Accounting
Standards specified under Section 133 of the
Act, read with Rule 7 of the Companies
(Accounts) Rules, 2014.

e) On the basis of written representations
received from the directors as on March 31,
2024, and taken on record by the Board of
Directors, none of the directors is disqualified
as on March 31, 2024, 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 over financial
reporting of the Company and the operating
effectiveness of such controls, refer to our
separate Report in Annexure “B” to this report

g) With respect to the other matters to be
included in the Auditor’s report in accordance
with the requirements of Section 197(16) of the
Act, as amended:

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) 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 pending litigations which
are disclosed in the Contingent Liabilities in
Note No. 2.32 to the accounts. The impact
of the same has been disclosed.

(ii) The Company does not have long-term
contracts including derivative contracts; as
such the question of commenting on any
material foreseeable losses thereon does
not arise.

(iii) There has been no delay in transferring
amounts, which were required to be
transferred to the Investor Education and
Protection Fund by the Company during the
year.

(iv) a) The management has represented that,
to the best of its knowledge and belief, no
funds have been advanced or loaned or
invested (either from borrowed funds or
share premium or any other sources or kind
of funds) by the Company to or in any other
person or entity, including foreign entities
(“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 have been received by the Company
from any person or entity, including foreign
entities (“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; and
c) Based on such audit procedures
performed that have been considered
reasonable and appropriate in the
circumstances, nothing has come to our
notice that has caused us to believe that the
representations under sub-clause (a) and
(b) contain any material misstatement

(v) The dividend paid by the Company
during the year in respect of the same
declared for the previous year is in
accordance with Section 123 of the Act to
the extent it applies to payment of dividend.
No Interim dividend was declared and paid
by the Company during the year. As stated
in Statement of changes in equity to the
standalone Ind AS financial statements, the
Board of Directors of the Company have
proposed dividend for the year which is
subject to the approval of the members at
the ensuing Annual General Meeting. The
dividend declared is in accordance with
Section 123 of the Act to the extent it applies
to declaration of dividend.

(vi) Based on our examination, which
included test checks, the Company has
used accounting software’s for maintaining
its books of account for the financial year
ended March 31, 2024 which has a feature
of recording audit trail (edit log) facility and
the same has operated throughout the year
for all relevant transactions recorded in the
software’s. Further, during the course of our
audit we did not come across any instance
of the audit trail being tampered with.

For M R HEGDE & ASSOCIATES
Chartered Accountants
Firm Regn. No.: 122538W

Sd/-

(Manjunath M Hegde)

Partner

Mem. No. 138268

UDIN: 24138268BKFETG7206

Place: Margao-Goa
Date: 28^th May, 2024