Southern Gas Ltd Directors Report

( Pursuant to Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, as amended )

Dear Members,

Your Directors have pleasure in presenting the Sixty Second (62 nd ) Boards Report together with the Audited Financial Statements of The Southern Gas Limited (the Company) for the Financial Year ended 31 st March, 2026.

FINANCIAL HIGHLIGHTS :

The financial performance of the Company for the Financial Year ended 31 st March, 2026 is summarized below :

Rs. in lakhs

PARTICULARS	FY 2025-26	FY 2024-25
Revenue from Operatio n	3,684.49	3,571.20
Other Income	110.89	121.31
Total Income	3,795.38	3,692.51
Less: Total Expenses excluding Finance Costs & Depreciation	3,275.32	3,273.70
Profit before Finance Costs, Depreciation & Tax	520.06	418.81
Less: Finance Cost	-	4.03
Less: Depreciation and Amortisation Expenses	152 . 70	179.66
Profit Before Tax (PBT)	367.36	235.12
Less: Current Tax	82.90	57.51
Less: Deferred Tax	14.05	(3.54)
Profit after Tax	270.41	181.15
Other Comprehensive Income:
Remeasurement of the net defined benefit Liability/Asset	12.89	(5.84)
Total Comprehensive In come for the period	283.30	175.31
Earnings Per Share: (Amount in Rs. )
Basic	1259.15	779.20
Diluted	1259.15	779.20

STATE OF THE COMPANYS AFFAIRS :

During the Financial Year under review, the Company continued to engage in the business of manufacture and supply of industrial and medical gases, catering to the requirements of hospitals, healthcare institutions and diverse industrial sectors. The Company maintained its focus on operational efficiency, product quality, safety standards, regulatory compliance and customer satisfaction while operating in a competitive business environment.

Despite the evolving macroeconomic environment and industry-specific challenges, the Company continued to strengthen its market presence through efficient manufacturing operations, prudent financial management and sustained customer relationships. The operational and financial performance of the Company remained satisfactory during the year under review.

A detailed analysis of the Companys business performance, industry outlook, opportunities, risks and concerns, internal control systems, financial performance and other operational developments forms part of the Management Discussion and Analysis Report, which is presented as a separate section forming part of this Annual Report.

FINANCIAL PERFORMANCE :

During the Financial Year ended 31 st March, 2026, the Company recorded Revenue from Operations of Rs. 3,684.49 Lakhs as against f3,571.20 Lakhs during the previous financial year. The Profit Before Tax stood at Rs. 367.36 Lakhs as compared to Rs. 235.12 Lakhs in the previous year, while the Profit After Tax amounted to Rs. 270.62 Lakhs as against f181.16 Lakhs in the previous financial year.

The financial statements have been prepared in accordance with the applicable provisions of the Companies Act, 2013, the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, and other recognised accounting principles generally accepted in India.

CHANGE IN THE NATURE OF BUSINESS :

During the Financial Year under review, there was no change in the nature of business of the Company. The Company continued to carry on its principal business of manufacture and supply of industrial and medical gases.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES :

As on 31 st March, 2026 the Company does not have any Subsidiary, Associate or Joint Venture Company within the meaning of the Companies Act, 2013.

Accordingly, the provisions of Section 129(3) of the Companies Act, 2013 relating to the preparation of Consolidated Financial Statements and the statement containing salient features of the financial statements of Subsidiaries, Associates and Joint Ventures in Form AOC-1 are not applicable to the Company.

MATERIAL SUBSIDIARIES :

During the Financial Year under review, the Company did not have any subsidiary, including any material subsidiary, within the meaning of the Companies Act, 2013 and Regulation 16(1)(c) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board of Directors of the Company in its meeting had approved the policy for determining Material Subsidiaries. The Policy on Material Subsidiary has been posted on the website of the Company at the following link: www.southerngasindia.com.

TRANSFER TO RESERVES :

During the year under review, Your Company has transferred of f 20,00,000/- to the General Reserve Account.

DIVIDEND :

The Board of Directors is pleased to recommend, for the approval of the Members at the ensuing 62 nd Annual General Meeting, a Final Dividend of f60/- (Rupees Sixty only) per Equity Share of face value f100/- each (i.e. 60%) for the Financial Year ended 31 st March, 2026. If approved by the Members, the total dividend payout will amount to f13.50 Lakhs. The dividend shall be paid to those Members whose names appear in the Register of Members of the Company or in the records of the Depositories as beneficial owners as on the Record Date fixed for the purpose, subject to deduction of tax at source, wherever applicable, in accordance with the provisions of the Income-tax Act, 1961.

DIVIDEND DISTRIBUTION POLICY :

The Company has in place a Dividend Distribution Policy to provide guidance for declaration of dividend and its pay-out by the Company. The Dividend Distribution Policy of the Company is also uploaded on the Companys website at: www.southerngasindia.com.

SHARE CAPITAL OF THE COMPANY AND CHANGES THEREIN :

During the Financial Year under review, there was no change in the Authorised, Issued, Subscribed and Paid- up Equity Share Capital of the Company.

As on 31 st March, 2026, the Authorised Share Capital of the Company stood at Rs50,00,000/- (Rupees Fifty Lakhs Only), divided into 50,000 Equity Shares of Rs100/- each, and the Issued, Subscribed and Paid-up Equity Share Capital stood at Rs22,50,000/- (Rupees Twenty Two Lakhs Fifty Thousands Only), comprising 22,500 Equity Shares of Rs100/- each, fully paid-up.

The Company has not issued any equity shares with differential voting rights, sweat equity shares or shares under any employee stock option scheme during the Financial Year under review.

MATERIAL CHANGES AND COMMITMENTS :

No material changes or commitments affecting the financial position of the Company have occurred between the end of the Financial Year under review, i.e., 31 st March, 2026 and the date of this Report, except those disclosed elsewhere in this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL :

The composition of the Board of Directors is in conformity with the applicable provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR Regulations).

The following changes took place in the composition of the Board during the Financial Year under review :

Appointment

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors, at its Meeting held on 06 th February, 2026, appointed Dr. Upendra Saulo Quenim Robolo (DIN: 11460238) as an Additional Director in the category of Non-Executive Director pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company, with effect from 06 th February, 2026.

Dr. Robolo holds office up to the date of the ensuing Annual General Meeting. The Board, based on the recommendation of the Nomination and Remuneration Committee, considers that his knowledge, experience and expertise would be of significant value to the Company and accordingly recommends his appointment as a Non-Executive Director, liable to retire by rotation, for approval of the Members at the ensuing Annual General Meeting.

Cessation

Mr. Motilal Sanvlo Keny (DIN: 06813111) ceased to be a Director of the Company with effect from the close of business hours on 06 th February, 2026. The Board places on record its sincere appreciation for his valuable guidance, support and contribution during his tenure as Director of the Company and wishes him success in his future endeavours.

Retirement by Rotation

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Yogita Gautam Pai Kakode (DIN: 01587954) retires by rotation at the ensuing Annual

General Meeting and, being eligible, has offered herself for re-appointment.

The Board, on the recommendation of the Nomination and Remuneration Committee, recommends her reappointment for the approval of the Members.

KEY MANAGERIAL PERSONNEL :

During the Financial Year under review, Mr. Shashidhar Dattanand Haridas ceased to be the Chief Financial Officer of the Company with effect from the close of business hours on 06 th June, 2025, and Mr. Shekhar Madhukar Nagwekar was appointed as the Chief Financial Officer with effect from 07 th June, 2025.

Further, Mrs. Nirzara Kesarwani ceased to be the Company Secretary and Compliance Officer of the Company with effect from the close of business hours on 31 st May, 2025, and Mr. Roshan Varshney was appointed as the Company Secretary and Compliance Officer with effect from 13 th August, 2025.

The Board places on record its appreciation for the valuable services rendered by the outgoing Key Managerial Personnel and extends a warm welcome to the newly appointed Key Managerial Personnel.

DECLARATION BY INDEPENDENT DIRECTORS :

The Company has received the necessary declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI LODR Regulations and that they have complied with the Code for Independent Directors prescribed under Schedule IV to the Companies Act, 2013.

The Independent Directors have also confirmed compliance with the provisions relating to inclusion of their names in the databank maintained by the Indian Institute of Corporate Affairs and have affirmed compliance with the applicable proficiency requirements, wherever applicable.

In the opinion of the Board, all the Independent Directors possess the requisite integrity, expertise, experience and proficiency and fulfil the conditions specified under the Companies Act, 2013 and the SEBI LODR Regulations and are independent of the Management.

ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS :

Pursuant to the provisions of the Companies Act, 2013 and the SEBI LODR Regulations, the Board has carried out an annual evaluation of its own performance, the performance of its Committees and that of the individual Directors.

The evaluation was conducted in accordance with the Nomination and Remuneration Policy and the evaluation framework approved by the Board. The performance evaluation was based on various parameters, including composition of the Board and Committees, effectiveness of the Board processes, quality of deliberations, strategic guidance, governance practices, participation in meetings, safeguarding of stakeholders interests and fulfilment of fiduciary responsibilities.

The Independent Directors, at their separate Meeting, evaluated the performance of the Non-Independent Directors, the Chairperson of the Company and the Board as a whole. The Board expressed satisfaction with the effectiveness of the evaluation process and the overall functioning of the Board and its Committees.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS :

The Company has in place a structured Familiarisation Programme for Independent Directors to enable them to understand the Companys business, industry, operations, business model, regulatory framework, risk management systems, internal control processes and governance practices.

The details of the Familiarisation Programme are available on the Companys website at www.southerngasindia.com.

MEETING OF INDEPENDENT DIRECTORS :

Pursuant to Schedule IV to the Companies Act, 2013 and Regulation 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate Meeting of the Independent Directors of the Company was held during the Financial Year under review, without the presence of the Non-Independent Directors and members of the Management. The Independent Directors expressed satisfaction with the overall functioning of the Board and the Management.

NUMBER OF MEETINGS OF THE BOARD :

During the Financial Year ended 31 st March, 2026, Four (4) Meetings of the Board of Directors were held in accordance with the provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on Meetings of the Board of Directors (SS-1) issued by the Institute of Company Secretaries of India. The intervening gap between any two consecutive Board Meetings did not exceed the period prescribed under the Companies Act, 2013 and the sEbI LODR Regulations.

The details of the meetings of the Board and the attendance of the Directors thereat are provided in the Corporate Governance Report forming part of this Annual Report.

COMMITTEES OF THE BOARD :

The Board has constituted various statutory Committees in accordance with the requirements of the Companies Act, 2013 and the SEBI LODR Regulations to ensure focused attention on specific areas and to strengthen corporate governance practices.

As on 31 st March, 2026, the Company had the following Committees of the Board :

- Audit Committee;

- Nomination and Remuneration Committee; and

- Stakeholders Relationship Committee.

The composition, terms of reference, number of meetings held during the year and attendance of the members of the respective Committees are provided in the Corporate Governance Report forming part of this Annual Report.

During the Financial Year under review, all recommendations made by the Audit Committee were accepted by the Board of Directors.

SHAREHOLDERS MEETINGS :

During the Financial Year ended 31 st March, 2026, the 61 st Annual General Meeting (AGM) of the Company was held on Friday, 26 th September, 2025, at the Registered Office of the Company. The businesses as set out in the Notice convening the said AGM were duly transacted and approved by the Members with the requisite majority.

CORPORATE GOVERNANCE :

The Company is committed to maintaining the highest standards of Corporate Governance and firmly believes that good governance is fundamental to enhancing shareholder value, protecting stakeholders interests and ensuring sustainable growth through transparency, accountability, fairness and ethical business practices.

Pursuant to Regulation 34(3) read with Schedule V of the SEBI LODR Regulations, a separate Corporate Governance Report forms an integral part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

Pursuant to Regulation 34(2)(e) read with Schedule V of the SEBI LODR Regulations, the Management Discussion and Analysis Report, containing a detailed review of the industry structure and developments, opportunities and threats, business outlook, risks and concerns, financial and operational performance, internal control systems and other information as prescribed under the SEBI LODR Regulations, forms an integral part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors, to the best of their knowledge and belief, confirm that :

(a) in the preparation of the annual accounts for the Financial Year ended 31 st March, 2026, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

(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 as at 31 st March, 2026 and of the profit of the Company for the Financial Year ended on that date;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 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.

62 nd Annual Report - F.Y. 2025-26

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS :

The particulars of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are disclosed in the Notes forming part of the Financial Statements.

PA R T I C U L A R S O F C O N T R A C T S O R ARRANGEMENTS WITH RELATED PARTIES :

All related party transactions entered into during the Financial Year were in the ordinary course of business and on an arms length basis and were in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI lOdR Regulations.

There were no materially significant related party transactions entered into by the Company with its Promoters, Directors, Key Managerial Personnel or other designated persons which may have had a potential conflict with the interests of the Company.

The disclosures relating to related party transactions as required under the applicable Accounting Standards form part of the Notes to the Financial Statements.

The Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions is available on the website of the Company at www.southerngasindia.com.

Since all Related Party Transactions entered into by the Company during the Financial Year were in the ordinary course of business and on an arms length basis, the disclosure in Form AOC-2 as prescribed under Section 134(3)(h) read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable to the Company.

RISK MANAGEMENT :

Your Company follows a comprehensive system of Risk Management and has adopted a procedure for risk assessment and its minimization. It ensures that all the risks are timely defined and mitigated in accordance with the Risk Management Process, including identification of elements of risk which might threaten the existence of the Company. Your Company intensely monitors the Risk Management Process in the Company and the same is periodically reviewed by the Board. The risk management policy of the company is placed at the website of the company at www.southerngasindia.com.

INTERNAL FINANCIAL CONTROLS :

The Company has in place adequate Internal Financial Controls with reference to the Financial Statements, commensurate with the size, scale and complexity of its operations.

The Internal Financial Controls are designed to provide reasonable assurance regarding the reliability of financial reporting, safeguarding of assets, prevention and detection of frauds and errors, compliance with applicable laws and regulations and efficient conduct of business operations.

The Internal Auditors periodically evaluate the adequacy and effectiveness of the Internal Financial Control framework and submit their reports to the Audit Committee. Based on the review carried out during the Financial Year under review, the Board is of the opinion that the Internal Financial Controls were adequate and operating effectively.

INTERNAL AUDITORS :

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, the Company has an adequate Internal Audit system commensurate with the nature, size and complexity of its business operations.

Based on the recommendation of the Audit Committee, the Board of Directors, at its Meeting held on 28 th May, 2026, re-appointed M/s. M. B. Rama Bhat & Associates, Chartered Accountants, as the Internal Auditors for the Karnataka Unit and M/s. S B R V AND CO, Chartered Accountants, as the Internal Auditors for the Kerala Unit of the Company to conduct the Internal Audit for the Financial Year 2026-27.

The Internal Auditors conduct periodic audits of the Companys operations and internal financial controls and submit their reports to the Audit Committee. The Audit Committee reviews the Internal Audit reports, significant observations and the status of implementation of the corrective actions, wherever considered necessary. The recommendations of the Internal Auditors are suitably implemented by the Management to strengthen the internal control framework and improve operational effectiveness.

VIGIL MECHANISM / WHISTLE BLOWER POLICY :

Pursuant to the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism / Whistle Blower Policy to provide a formal mechanism for Directors, employees and other stakeholders to report genuine concerns regarding unethical behaviour, actual or suspected fraud, violation of the Companys Code of Conduct or any other improper practices.

The mechanism provides adequate safeguards against victimisation of persons who use the mechanism and ensures direct access to the Chairperson of the Audit Committee in appropriate cases.

The Vigil Mechanism / Whistle Blower Policy is available on the website of the Company at www.southerngasindia.com.

During the Financial Year under review, no person was denied access to the Chairperson of the Audit Committee.

NOMINATION AND REMUNERATION POLICY :

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 read with Part D of Schedule II of the SEBI LODR Regulations, the Board has adopted a Nomination and Remuneration Policy laying down the criteria for appointment, remuneration, evaluation, qualifications, positive attributes and independence of Directors, Key Managerial Personnel and Senior Management Personnel.

The Policy also provides for a framework relating to remuneration, succession planning and performance evaluation of Directors and Senior Management.

The Nomination and Remuneration Policy is available on the Companys website at www.southerngasindia.com.

ANNUALRETURN:

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company as on 31 st March, 2026 is available on the website of the Company at: www.southerngasindia.com.

STATUTORY AUDITORS AND AUDITORS REPORT :

In the 58 th AGM of the Company, Members were appointed M/s. M. R. Hegde & Associates, Chartered Accountants (Firm Registration No.: 122538W), as a Statutory Auditors of the Company for a period of 5 years from 58 th AGM till 63 rd AGM of the Company as per the applicable provisions of the Companies Act, 2013 and rules made thereunder.

M/s. M. R. Hegde & Associates, Chartered Accountants (Firm Registration No. 122538W), Statutory Auditors of the Company, continue to hold office in accordance with the provisions of Section 139 of the Companies Act, 2013.

The Statutory Auditors have audited the Financial Statements of the Company for the Financial Year ended 31 st March, 2026.

The Auditors Report for the Financial Year under review does not contain any qualification, reservation, adverse remark or disclaimer requiring explanation by the Board under Section 134(3)(f) of the Companies Act, 2013.

The Notes to the Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT :

Pursuant to the provisions of Section 204 of the Companies Act, 2013 (the Act) read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, and Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR Regulations), the Company has undertaken the Secretarial Audit for the Financial Year ended 31 st March, 2026.

Based on the recommendation of the Audit Committee and the approval of the Board of Directors, the Members of the Company at the 61 st Annual General Meeting held on 26 th September, 2025 approved the appointment of M/s. Ankur Gandhi & Associates, Practising Company Secretaries, as the Secretarial Auditors of the Company for a term of five (5) consecutive financial years, commencing from Financial Year 2025-26 up to Financial Year 2029-30, to conduct the Secretarial Audit of the Company and issue the Secretarial Audit Report in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI lOdR Regulations.

The Secretarial Audit Report issued by M/s. Ankur Gandhi & Associates, Practising Company Secretaries, in Form MR-3 for the Financial Year ended 31 st March, 2026, is annexed to this Report as Annexure-A and forms an integral part of this Report.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer requiring any explanation by the Board under Section 204(3) of the Companies Act, 2013.

ANNUAL SECRETARIAL COMPLIANCE REPORT :

Pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has obtained the Annual Secretarial Compliance Report for the Financial Year ended 31st March, 2026 from M/s. Ankur Gandhi & Associates, a peer reviewed firm of Company Secretaries in whole time practice. The said Report has been submitted to BSE Limited within the prescribed timeline and does not contain any qualification, reservation or adverse observation requiring any explanation by the Board.

SECRETARIAL STANDARDS :

The Company has complied with the applicable provisions of the Secretarial Standards, namely Secretarial Standard on Meetings of the Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2), issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

COST RECORDS AND COST AUDIT :

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the requirement relating to maintenance of cost records and cost Audit is not applicable to your Company during the period under review.

DETAILS OF FRAUDS REPORTED BY AUDITORS :

During the Financial Year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported any instance of fraud under Section 143(12) of the Companies Act, 2013.

PARTICULARS OF EMPLOYEES :

The information required pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report.

The statement containing the particulars of employees as required under Rule 5(2) and Rule 5(3) of the aforesaid Rules forms part of this Report as Annexure-B.

In terms of the provisions of Section 136(1) of the Companies Act, 2013, the Annual Report is being sent to the Members excluding the aforesaid statement. Any Member interested in obtaining a copy of the same may write to the Company Secretary at the Registered Office of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

The information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 forms part of this Report as Annexure-C.

CORPORATE SOCIAL RESPONSIBILITY (CSR) :

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility were not applicable to the Company during the Financial Year under review.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE :

The Company is committed to providing a safe, secure and respectful working environment free from discrimination and harassment. The Company has in place a Policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

An Internal Committee has been duly constituted to redress complaints relating to sexual harassment.

During the Financial Year ended 31 st March, 2026 :

- Number of complaints received : Nil

- Number of complaints disposed of : Nil

- Number of complaints pending as on 31st March, 2026 : Nil

COMPLIANCE WITH THE MATERNITY BENEFIT ACT 1961 :

The Company has complied with the applicable provisions of The Maternity Benefit Act, 1961 and has policies, systems and processes in place to ensure ongoing compliance.

DEPOSITS :

The Company has neither accepted nor renewed any deposits from the public within the meaning of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the Financial Year under review.

Accordingly, no disclosure is required in respect of deposits under the aforesaid provisions.

CREDIT RATING :

During the Financial Year under review, the Company did not obtain any credit rating from any credit rating agency, as the same was not applicable to the Companys borrowings/facilities.

LISTING OF SECURITIES :

The Equity Shares of the Company are Listed in BSE limited. The Company has paid annual listing fee to the Stock Exchange i.e. BSE limited for the year 2025-26 and also for the year 2026-27.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF) :

Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, dividends remaining unpaid or unclaimed for a period of seven consecutive years from the date of transfer to the Unpaid Dividend Account are required to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government. Further, the corresponding equity shares in respect of which dividend has remained unpaid or unclaimed for seven consecutive years are also required to be transferred to the demat account of the IEPF Authority.

During the Financial Year under review, the Company has complied with the applicable provisions relating to transfer of unpaid/unclaimed dividend amounts to the IEPF Authority, wherever applicable.

SIGNIFICANT AND MATERIAL ORDERS :

During the Financial Year under review, no significant or material orders were passed by any Court, Tribunal, Statutory Authority or Regulator which would impact the going concern status of the Company or its future operations.

PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016 :

During the Financial Year under review, no application was made, nor were any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016.

ONE-TIME SETTLEMENT :

During the Financial Year under review, the Company has not entered into any one-time settlement with any Bank or Financial Institution.

Accordingly, there was no difference between the amount of valuation done at the time of one-time settlement and the valuation while availing the loan from the Banks or Financial Institutions.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT :

The provisions relating to Business Responsibility and Sustainability Report under Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company.

INDUSTRIAL RELATIONS :

The Company continued to maintain cordial, harmonious and constructive industrial relations throughout the Financial Year under review. The Management firmly believes that its employees are its most valuable asset and remains committed to fostering a safe, healthy, inclusive and performance-oriented work environment. During the year, the Company continued to focus on employee engagement, skill enhancement, safety awareness, productivity improvement and operational excellence through various initiatives. The Board places on record its sincere appreciation for the commitment, dedication and valuable contribution made by all employees, whose continued support has significantly contributed to the Companys stable operations and overall performance. SAFETY, HEALTH AND ENVIRONMENT :

The Company accords the highest priority to safety, occupational health and environmental protection across all its operations. Regular safety training programmes, awareness initiatives, preventive maintenance and periodic inspections are undertaken to promote a strong safety culture and ensure safe handling, storage and transportation of industrial and medical gases. The Company continues to comply with applicable environmental, health and safety regulations and remains committed to sustainable and responsible business practices.

OTHER DISCLOSURES :

Your Directors state that, during the Financial Year under review :

- there was no issue of equity shares with differential rights as to dividend, voting or otherwise.

- there was no revision of the Financial Statements or the Boards Report under Section 131 of the Companies Act, 2013;

- there were no instances requiring disclosure relating to voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013);

- there were no material changes affecting the Companys financial position except those disclosed elsewhere in this Annual Report.

ACKNOWLEDGEMENT :

Your Directors place on record their sincere appreciation for the continued support and cooperation received from the Central Government, the Government of Goa, statutory and regulatory authorities, banks, financial institutions, customers, suppliers, business associates, shareholders, the Depositories, the Registrar and Share Transfer Agent, the BSE Limited and all other stakeholders.

The Directors also place on record their deep appreciation for the dedication, commitment and valuable contribution made by the employees at all levels, whose continued efforts have significantly contributed to the Companys performance and growth.

Your Directors look forward to the continued trust, confidence and support of all stakeholders in the years ahead.

For and on behalf of the Board of Directors
The Southern Gas Limited

Sd/-
Gautam Vithaldas Pai Kakode
Managing Director
DIN:02395512

Sd/-
Dr. Upendra Saulo Quenim Robolo
Additional Director
DIN:11460238

Sd/-
Adv. Ninad Gurudas Kamat
Independent Director
DIN: 09611972

Dated: 13 th August, 2026
Place: Margao, Goa