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,

The Board of Directors of your Company are pleased to present the Sixty-First (61) Annual Report on the business and operations of the Company along with Companys Standalone Audited Financial Statements for the Financial Year ended on 31st March, 2025.

1. Financial Highlights :

The Audited Financial Statement of the Company as on 31st March, 2025, are prepared in accordance with the relevant applicable Ind AS and Regulation 33 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the provisions of the Companies Act, 2013.

The summarised highlights of the Companys financial performance for the period under review are as follows :

Particulars	FINANCIAL	FINANCIAL
	YEAR 2024-25	YEAR 2023-24
Income:	3571.20	3559.62
Revenue from Operation
Other Income	121.31	82.65
Expenses	3457.39	3397.19
Profit Before Depreciation & Tax	414.78	429.62
Less: Depreciation	179.66	184.53
Profit Before Tax (PBT)	235.12	245.09
Less: Provision for Taxation:
Current Tax	57.51	57.18
Deferred Tax	(3.54)	7.09
Profit After Tax	181.16	180.82
Other Comprehensive Income	(5.84)	6.48
Net Profit	175.32	187.30

2. Financial Performance/State of Company Affairs:

Total income of the Company for Financial Year ended on 31st March, 2025 stood at INR. 3,692.51 Lakhs (INR. 3,642.28) Lakhs in Financial Year ended on 31st March, 2024).

Profit from continuing operations before Interest, Depreciation, and Exceptional Items & Tax stood at INR. 418.81 Lakhs at the Financial Year ended on 31st March, 2025.

Profit from continuing operations before Tax (PBT) stood at INR. 235.12 Lakhs and Profit from continuing operations After Tax (PAT) stood at INR. 181.16 Lakhs. Net profit for the period Financial Year ended on 31st March, 2025 stood at INR. 175.32 Lakhs.

Your Company turnover INR 3571.20 Lakhs during the year under review as against INR 3559.62 Lakhs during the last Financial Year ended on 31st March, 2024, hence aggregate turnover increased by 0.33% as compared to last year. However, the aggregate net profit of the company decreased by 6.40% as compared to last year.

3. Declaration of Dividend

Based on the Companys performance, your Board of Directors are pleased to recommend, for the approval of the members, a Dividend of INR. 50/- per equity share (50%) on the face value of INR. 100/- each, aggregating

INR. 11,25,000 for the Financial Year ended 31st March, 2025. The dividend payout is subject to the approval of members at the ensuing 61 Annual General Meeting.

4. Transfer to General Reserve

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

5. Share Capital of the Company and Changes Therein :

During the Financial Year 2024-25, there was no public issue, rights issue, bonus issue or preferential issue etc was made by the Company.

The Authorised Share Capital of the Company (INR. 50,00,000/- (Rupees Fifty Lakhs Only) consisting of 50,000 equity shares of INR. 100/- each). And the Paid-up Share Capital of the Company (INR. 22,50,000/- (Rupees Twenty Two Lakhs Fifty Thousands Only) consisting of 22,500 equity shares of INR. 100/- each fully paid up).

6. Listing of Shares

The Equity Shares of the Company are Listed in BSE limited.

The applicable annual listing fees have been paid to the Stock Exchange i.e. BSE limited within the prescribed time period as specified in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

7. Credit Rating

During the year under review, the Company did not avail any credit rating agency service; hence rating of the Company is not available for the Financial Year ended on 31st March, 2025.

8. Investor Education and Protection Fund (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the Rules), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Central Government, after the completion of seven year.

Further, according to the rules, the shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the Demat account created by the IEPF Authority. Accordingly, the Company was required to transfer the unclaimed and unpaid dividends and shares from time to time as per the requirements of the IEPF rules, details of which are provided on our website.

9. Directors and Key Managerial Personnel

The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical backgrounds, age, ethnicity, race and gender, that will help us retain our competitive advantage.

The composition of board & key managerial personnel (KMP) as on 31st March 2025, changes during the year & changes after the closure of financial year up to the date of signing of this report are annexed as Annexure C to this Report.

In compliance with the requirements of the Listing Regulations, your Company has conducted a familiarization programme for the Independent Directors to familiarize them with their roles, rights and responsibility and changes in impact of SEBI Regulations as Directors, working of the Company, nature of the industry in which the Company operates, business model etc.

Changes in Directors & KMP are as under

a) Appointment/Re-appointment of Directors:

i. Retire by Rotation

Pursuant to the provisions of Section 152 of the Companies Act, 2013, and Articles of Association of the Company, Mr. Motilal Sanvlo Keny (DIN: 06813111), Director of the Company, retires by rotation, and being eligible, has offered himself for re-appointment at the 61 Annual General Meeting.

Based on the performance evaluation and recommendation of the Nomination and Remuneration Committee, the Board recommends his re-appointment.

A resolution seeking shareholders approval for his reappointment as set out in Item No. 3 of the accompanied Notice.

Brief details of Mr. Motilal Sanvlo Keny (DIN: 06813111), Directors proposed to be re-appointed, as required under Regulation 36 of the SEBI Listing Regulations and the applicable Secretarial Standards, are provided in Annexure-A in the Notice of the 61 Annual General Meeting.

i. Appointment of Company Secretary & Compliance Officer (Key Managerial Personnel) of the Company:

Pursuant to the provisions of Section 203 of the Companies Act, 2013 and Regulation 6(1) of the SEBI (Listing Obligations & Disclosure requirements) Regulations, 2015, the Board of Directors of the Company at their 02/2025-26 Board Meeting held on Wednesday, 13 August, 2025 had appointed Mr. Roshan Varshney, having Membership No: A61362, for the post of the Company Secretary and Compliance Officer of the Company (Key Managerial Personnel of the Company) with immediate effect and the consent letter in this regard has been already received by the company in the place of resigning Company Secretary and Compliance Officer of the Company, Ms. Nirzara Kesarwani, having Membership No: A61661, whose resignation was effective from 31 day of May, 2025.

ii. Retirement of CFO:

Mr. Shashidhar Dattanand Haridas, who wasappointed as Chief Finance Officer of the company as on 09 November, 2023 and has achieved his superannuation as on 06 June, 2025 and requested the company to relive him from his duties at the close of the office hours on 06 June, 2025. And thereby the company has accepted his retirement with effect from date of his retirement.

iii. Appointment of CFO:

Pursuant to Section 203 of the Companies Act, 2013 read with Rule 8 of Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014, and on the recommendation of the Nomination & Remuneration Committee, the Board of Directors of the Company at their meeting held on 26 May, 2025 appointed Mr. Shekhar Madhukar Nagwekar as a Chief Financial Officer (KMP) of the Company w.e.f. 07 June, 2025 in place of Mr. Shashidhar Dattanand Haridas, who was appointed as the Chief Financial Officer (KMP) of the Company as on 09 November, 2023, and requested the Company to relieve from the post on his superannuation on the 6th June, 2025 & his request was accepted with the immediate effect.

10. Declaration by Independent Directors

All Independent Directors of the Company have submitted requisite declaration to the Company at the First Board Meeting of the Financial Year 2024-25 confirming that they (i) continue to meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations; and (ii) are compliant of the Code of Conduct laid down under Schedule IV of the Companies Act, 2013.

All the Directors have confirmed that they are not debarred from holding the office of director by virtue of any SEBI order or any other such authority. Further, all the Independent Directors have in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, confirmed that they have registered themselves in the Independent Directors Databank maintained with the Indian Institute of Corporate Affairs.

11. Meetings of the Board

The Company has conducted Four (4) Board Meetings during the FY 2024-25. For further details, please refer Annexure C to this Report.

The intervening gap between the two Board Meetings did not exceed 120 days as prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

12. Meetings of Shareholders

During the Financial Year ended 31st March, 2025, the shareholders met one time on 24 September, 2024 in the 60 Annual General Meeting of the Company.

13. Audit Committee

For constitution and other details of the Audit Committee, please refer Annexure C to this Report.

All the recommendations made by the Audit Committee were accepted by the Board during the Financial Year ended on 31st March 2025.

14. Independent Directors Meeting

During the year under review, an Independent Directors meeting was held on 10 February, 2025 in accordance with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

15. Policy on Directors Appointment and Remuneration:

Pursuant to provisions of the Act, the Nomination and Remuneration Committee (NRC) of your Board has formulated a Remuneration Policy for the appointment and determination of remuneration of the Directors, Key Managerial Personnel, Senior Management, and other employees of your Company. The NRC has also developed the criteria for determining the qualifications, positive attributes, and independence of Directors and for making payments to Executive and Non-Executive Directors of the Company.

The Current Policy of the Company is to have an appropriate mix of Executive, Non-Executive, and Independent Directors to maintain the balance of the Board and separate its functions of governance and management.

16. Performance Evaluation of the Board of Directors, its Individual Members, and its Committees:

In order to ensure that the Board and Board Committees are functioning effectively and to comply with statutory requirements, the annual performance evaluation of the Board, Board Committees and Individual Directors was conducted during the Financial Year ended on 31st March, 2025. The evaluation was carried out based on the criteria and framework approved by the Nomination and Remuneration Committee (NRC).

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and of the Chairman of the Company was evaluated, taking into account the views of executive Directors and Non Executive Directors.

The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

17. Directors Responsibility Statement

Pursuant to the requirement under Section 134(3)(c) and 134(5) of the Companies Act, 2013 with respect to Directors Responsibility Statement, your Directors, to the best of their knowledge and ability, hereby confirm that:

(i) In the preparation of the annual accounts for the Financial Year ended 31st March, 2025, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed along with proper explanation relating to material departures;

(ii) That they have selected such accounting policies and applied them consistently and made judgements, 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 31st March, 2025 and the Statement of Profit and Loss of the company for year ended on that date;

(iii) That they 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;

(iv) That they have prepared the annual accounts for Financial Year ended 31st March, 2025 on a going concern basis;

(v) That they have laid down Internal Financial Controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; &

(vi) That they had devised proper systems in place to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

18. Internal Financial Control and its Adequacy

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of fraud, error reporting mechanisms, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. The Company has in place adequate Internal Financial Controls for ensuring the orderly and efficient conduct of its business. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

19. Particulars of Loans given, Investments made, Guarantees given and Securities provided

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 forms part of the Notes No. 2.02 & 2.03 to the Financial Statements provided in this Annual Report.

20. Details of difference between valuation amount on One-Time Settlement and valuation while availing loan from Banks and Financial Institutions:

During the year under review there were no instances of One-Time Settlements.

21. Contracts and Arrangements with Related Parties

All transactions entered into with the Related Parties as defined under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, during the Financial Year ended on 31st March, 2025 were in the ordinary course of business and on basis of arms length pricing. Thus, the details of the transactions are furnished in form AOC-2 which is enclosed as part of this report as Annexure-F. And also mentioned in Note 2.36 of Annual Financial Statement for the Financial Year ended on 31st March, 2025.

All the Related Party Transactions are reviewed by the Audit Committee on a quarterly basis and they have provided an omnibus approval for all Related Party Transactions which are within its purview.

22. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Act read with read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are provided as Annexure B and forms an integral part of this Report.

23. Risk Management

The Risk Management Committee of the Board has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Companys enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

24. Vigil Mechanism/ Whistle Blower Policy

The Company is committed to foster an environment of honest and open communication and discussion, consistent with the values. The Company has formulated a Whistle-Blower Policy, which lays down the process to convey genuine concerns to the Management and seek resolution towards the same without fear of retaliation. This policy covers reporting of any violation, wrongdoing, or non-compliance, including without limitation, those relating to the Code of Conduct, policies and standard procedures of the Company, and any incident involving leak or suspected leak of Unpublished Price Sensitive information (UPSI) or unethical use of UPSI in accordance with (or under) the SEBI (Prohibition of Insider Trading) Regulations, 2015.

The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing. It protects every employee/director of the Company who intend to raise a concern about serious irregularities within the Company. The Chairperson of the Audit Committee of the Company looks into the complaints raised in this regard.

25. Auditors and Auditors Report

Statutory Auditors & Report of Statutory Auditors:

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

The Report given by the Auditors on the Financial Statements of the Company for the Financial Year ended 31st March, 2025 is the Part of this 61 Annual Report.

There has been no qualifications, reservations, adverse remark or disclaimer remark given by the Auditors in their Audit Report and the same does not require any comments and explanations.

There have been no instances of frauds reported by the Auditors under Section 143(12) of the Companies Act, 2013 and the Rules framed thereunder, either to the Company or to the Central Government.

Secretarial Auditors & Report of Secretarial Audit:

Pursuant to the Provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014, as amended, the Board of Directors of the Company at their 02/2024-25 Board Meeting held on Friday, 09 August, 2024 had appointed

M/s. Ankur Gandhi & Associates, Practicing Company Secretaries, as the Secretarial Auditor of the Company for conducting the secretarial audit of the Company for the Financial Year 2024-25. The Secretarial Audit Report for the Financial Year ended 31st March, 2025 is enclosed as Annexure D and forms an integral part of this Report.

The observations and comments given by the Secretarial Auditors in their report are self-explanatory and hence, do not call for any further comments under Section 204(3) of the Act.

Further the Board of Directors of the Company at their th

02/2025-26 Board Meeting held on Wednesday, 13 August, 2025 had appointed M/s. Ankur Gandhi & Associates, Practicing Company Secretaries as the Secretarial Auditors of the Company for period of five (5) consecutive years commencing from FY 2025-26 till FY 2029-30, to conduct the secretarial audit of the Company and to furnish the Secretarial Audit Report.

Internal Auditors & Report of Internal Audit :

Pursuant to the Provisions of Section 138 of the Companies Act, 2013 and Rule 13 of the Companies (Accounts) Rules, 2014, as amended, the Board of Directors of the Company at their 01/2024-25 Board Meeting held on Tuesday, 28 May, 2024 had appointed

M/s. M.B. Raama Bhat & Associates, Chartered Accountants, for Karnataka Unit & M/s. S B R V AND CO for Kerala Unit of the Company as an Internal Auditor of the Company for conducting the Internal audit of the Company for the Financial Year 2024-25. Further the Board of Directors of the Company at their 01/2025-26 Board Meeting held on Monday, 26 May, 2025 had appointed M/s. M.B. Raama Bhat & Associates, Chartered Accountants, for Karnataka Unit & M/s. S B R V AND CO for Kerala Unit of the Company to conduct the Internal Audit of the Company for the Financial Year 2025-26.

Cost Audit and maintenance of Cost Records

The Company is maintaining the Cost Records as required to be maintained under Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 and other applicable provisions.t

The provisions of Section 148 of the Companies Act, 2013 relating to Cost Audit is not applicable to your Company during the period under review, hence the company is not mandated to appoint Cost Auditor.

26. Annual Return

In accordance with the provisions of section 92(3) and 134 (3) (a) of the Companies Act, 2013, the Annual Return is available on the website of the Company.

27. Management Discussion & Analysis

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Management Discussion and Analysis Report is set out in this Annual Report and provides a detailed analysis on the performance of individual businesses and their outlook.

28. Corporate Governance

Since the Paid-up Equity Share Capital of the Company does not exceed INR. 10 Crores and the Net worth does not exceed INR. 25 Crores at the end of the Financial Year of the Company i.e. 31st March, 2025, the quarterly and yearly Report on Corporate Governance is not applicable on the Company as per the provisions of Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

29. Registrar and Share Transfer Agent

The Share Transfer and related activities are being carried out by M/s Bigshare Services Private Limited, Registrar and Share Transfer Agent from the following address:-

Address: Office No: S6-2, 6th Floor, Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road, A n d h e r i ( E a s t ) M u m b a i 4 0 0 0 9 3 Phone No: 022-262638200, Fax: 022-062638299 Email: investor@bigshareonline.com

All correspondence may kindly be sent to the above address only.

30. Particulars of Employees and related disclosures:

Disclosures pertaining to remuneration and other details a required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure E and forms an integral part of this Report.

31. Material Changes and Commitments Affecting the Financial Position of the Company occurred between the end of the Financial Year and date of the Report:

There were no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the financial statements relate and date of this Report.

32. Prevention of Sexual Harassment

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder for prevention and redressal of complaints of sexual harassment at workplace. The Company is committed to provide equal opportunities without regard to their race, caste, sex, religion, colour, nationality, disability, etc. All women associates (permanent, temporary, contractual and trainees) as well as any women visiting the Companys office premises or women service providers are covered under this Policy. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological.

The Company has also complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

In terms of the requirement of Section 21(1) of The Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013, the Board of Directors of your Company has formed an "Internal complaints Committee" & POSH Policy pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder.

The committee members consist of the following Members:

1. Mrs. Geeta Sanjeev Prabhudesai : Presiding Officer (Chairperson)

2. Mrs. Kavita Yogesh Wagle : Member- Employee 3. Mrs. Mildred Barreto : Member- Employee 4. Mrs. Meera Medekar : External Member (Advocate) The Company has done awareness sessions amongst the employees during the year. The Company is committed to provide a safe and conducive work environment to its employees. The Company has constituted an internal committee to consider and resolve all sexual harassment complaints reported by the aggrieved person. Your directors further apprise that during the year under review, the following is a summary of complaints received and resolved during the reporting period under pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

a. number of complaints of sexual harassment received in the year zero (0)

b. number of complaints disposed off during the year - zero (0)

c. number of cases pending for more than ninety days - zero (0)

33. Maternity Benefit Provided by the Company under Maternity Benefit Act 1961

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

34. Audit Trail Applicability (Audit and Auditors) Rules 2014 - Rule 11 of the Companies Act, 2013

The Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2025 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.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is applicable for the financial year ended March 31, 2025.

35. Valuation

The company did not availed any loans/ borrowings from bank/financial institutions during the Financial Year under review & therefore not done any valuations during the year. Hence, the provisions regarding disclosure of details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof are not applicable to the company.

36. Designated person under Companies (Management and Administration) Rules, 2014

In accordance with the amendment vide MCA notification dated 27.10.2023, in Rule 9 of the Companies (Management and Administration) Rules, 2014, the Board in its meeting held on 13 August, 2025 appointed Mr. Roshan varshney, Company Secretary as designated person for providing information regarding beneficial interest in shares of the company. This designation facilitates compliance with regulatory obligations and will be reflected in the Annual Return submitted to the Registrar of Companies. Any subsequent changes to this designation will be communicated to the Registrar using e-form GNL-2, as mandated.

37. Secretarial Standards

As per Section 118(10) of the Companies Act, 2013, The Company has complied with all the applicable provisions of Secretarial Standard on Meetings of Board of Directors (SS-1), Secretarial Standard on General Meetings (SS-2), Secretarial Standard on Dividend (SS-

3) Secretarial Standard on Report of the Board of Directors (SS-4) respectively issued by Institute of Company Secretaries of India.

38. Industrial Relations

The Company has been maintaining healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the Company to remain at the leadership position in the industry. It has taken various steps to improve productivity across organization.

General

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

1. Issue of Equity Shares with differential right as to dividend, voting or otherwise

2. Issue of Shares (Including Sweat Equity Shares) to employees of the Company under the scheme.

3. Details relating to deposits covered under Chapter V of the Act.

4. Your Company did not have/become/Ceased to have any Holding, Subsidiary, Associate and Joint venture Company(ies) during the financial year under review.

5. The provision under section 135 of the Companies Act, 2013 in respect of Corporate Social Responsibility is not applicable to the Company.

6. There are no significant material orders passed by the Regulators/Courts/Tribunals or any Statutory Authority(ies) which would impact the going concern status of the Company and its future operations.

7. There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 by the Company during the Financial year 2024-25.

8. There is no change in nature of business of the Company during the year under review.

Acknowledgement

Your Directors are thankful to the Central and State Government Authorities, Stock Exchanges, Financial Institutions and Bankers, Stakeholders and Employers for their continued support during the year under review. We place on record our appreciation for their contribution.

By Order of the Board
For The Southern Gas Limited
Sd/-	Sd/-
Gautam Pai Kakode	Motilal Sanvlo Keny
Managing Director	Director
DIN:02395512	DIN: 06813111
Dated: 13 August, 2025
Place: Margao-Goa