డైరెక్టర్ల నివేదిక Southern Gas Ltd.

Mar 31, 2025

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

1. Financial Highlights :

The Audited Financial Statement of the Company as on 31^st 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 Company''s financial performance for the period under review are as follows :

t in lakhs
Particulars	FINANCIAL	FINANCIAL
	YEAR 2024-25	YEAR 2023-24
Income: Revenue from Operation	3571.20	3559.62
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: Provisio n 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 31^st March, 2025 stood at INR. 3,692.51 Lakhs (INR. 3,642.28) Lakhs in Financial Year ended on 31^st 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 31^st 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 31^st 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 31^st 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 Company''s 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 31^st March, 2025. The dividend payout is subject to the approval of members at the ensuing 61^st 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 31^st 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 31^st 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^st 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^st 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^th 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^st day of May, 2025.

ii. Retirement of CFO:

Mr. Shashidhar Dattanand Haridas, who

wasappointed as Chief Finance Officer of the company as on 09^th November, 2023 and has achieved his superannuation as on 06^th June, 2025 and requested the company to relive him from his duties at the close of the office hours on 06^th 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^th May, 2025 appointed Mr. Shekhar Madhukar Nagwekar as a Chief Financial Officer (KMP) of the Company w.e.f. 07^th June, 2025 in place of Mr. Shashidhar Dattanand Haridas, who was appointed as the Chief Financial Officer (KMP) of the Company as on 09^th 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 31^st March, 2025, the shareholders met one time on 24^th September, 2024 in the 60^th 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 31^st March 2025.

14. Independent Directors Meeting

During the year under review, an Independent Directors meeting was held on 10^th 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 31^st 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 31^st 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 31^st 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 31^st 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 Company''s 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 31^st March, 2025 were in the ordinary course of business and on basis of arm''s 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 Company''s 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^th 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^th AGM till 63^rd AGM of the Company as per the applicable provisions of the Companies Act, 2013 and rules made thereunder.

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

There has been no qualifications, reservations, adverse remark or disclaimer remark given by the Auditor''s 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^th 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 31^st 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

02/2025-26 Board Meeting held on Wednesday, 13^th 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^th 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^th 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. 31^st 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, Andheri (East) Mumbai - 400093 Phone No: 022-262638200, Fax: [phone] Email: [email protected]

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 Company''s 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^th 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.

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Mar 31, 2024

The Board of Directors of your Company are
pleased to present the Sixty (60^th) Annual Report on
the business and operations of the Company along
with Company’s Standalone Audited Financial
Statements for the Financial Year ended on
31^st March, 2024.

1. Financial Highlights:

The Audited Financial Statement of the Company as
on 31^st March, 2024, 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 Company’s
financial performance for the period under
review are as follows: (Amount in Lakhs)

Particulars	Financial Year 2023-24	Financial Year 2022-23
Income: Revenue from Operation	3559.62	3593.41
Other Income	82.65	72.85
Expenses	3397.19	3550.52
Profit Before Depreciation & Tax	429.62	282.54
Less: Depreciation	184.53	166.80
Profit Before Tax (PBT)	245.09	115.74
Less: Provision for Taxation: Current Tax	57.18	45.31
Deferred T ax	7.09	(10.60)
Profit After Tax	180.82	81.03
Other Comprehensive Income	6.48	(3.37)
Net Profit	187.30	77.65

2. Financial Performance/State of Company
Affairs:

• Total income of the Company for Financial Year
ended on 31^st March, 2024 stood at INR.
3642.28 Lakhs (INR. 3666.26 Lakhs in Financial
Year ended on 31^st March, 2023).

• Profit from continuing operations before Interest,
Depreciation, and Exceptional Items & Tax stood
at INR. 432.25 Lakhs at the Financial Year
ended on 31^st March, 2024.

• Profit from continuing operations before Tax
(PBT) stood at INR. 245.09 Lakhs and Profit from
continuing operations After Tax (PAT) stood at
INR. 180.82 Lakhs. Net profit for the period
Financial Year ended on 31^st March, 2024stood
at INR. 187.30 Lakhs.

Your Company turnover INR. 3559.62 Lakhs during
the year under review as against INR 3593.41
Lakhs during the last Financial Year ended on 31^st
March, 2023, hence aggregate turnover decreased

by 0.94% as compared to last year, however the
aggregate net profit of the company increased by
141.21% as compared to last year.

3. Declaration of Dividend:

Based on the Company’s 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
Lakhs for the Financial Year ended 31^st March,
2 0 2 4 . The dividend payout is subject to the
approval of members at the ensuing AGM.

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 2023-24, there was no
public issue, rights issue, bonus issue or
preferential issue e.t.c. 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 TwentyTwo
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 31^st March, 2024.

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 composition of board & key managerial
personnel (KMP) as on 31^st March 2024, and the
changes during the year & 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 Directorate:
a) Appointment/Re-appointment of Directors:

i. Retirement by rotation and subsequent re¬
appointment:

Pursuant to the provisions of Section 152 of the
Companies Act, 2013, and Articles of Association of
the Company, Mrs. Yogita G. Pai Kakode (DIN:
01587954), Director of the Company, retires by
rotation, and being eligible, has offered herself for
her re-appointment at the 60^th Annual General
Meeting.

Based on the performance evaluation and
recommendation of the Nomination and

Remuneration Committee, the Board recommends
her re-appointment. A resolution seeking

shareholders’ approval for her re-appointment as
set out in Item No. 3 of the accompanied Notice.

Brief details of Mrs. Yogita G. Pai Kakode (DIN:
01587954), 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 60^th Annual General Meeting.

ii. Re-appointment of Mr. Gautam V. Pai Kakode
(DIN:02395512) as a Managing Director of the
Company:

The Board of Directors at its meeting held on
9^th August, 2024, based on the recommendation of
theNomination and Remuneration Committee of the
Company approved the appointments of
Mr. Gautam V. Pai Kakode (DIN:02395512) as a
Managing Director of the Company with effect
from 1^st February, 2025 up to 31^st January 2030,
subject to approval of the Members at the ensuing
AGM of the Company.

iii. Completion of second term of 5 (Five)
consecutive years of Mr. S. P. Patnekar
(DIN: 01939882) as an Independent Director
of the Company on ensuing AGM:

Mr. S. P. Patnekar(DIN: 01939882) ceased to be
Non-Executive Independent Directors of the
Company upon completion of his second term of 5
(Five) consecutive years at the ensuing 60^th Annual
General Meeting of the Company to be held on 24^th
September, 2024.

He has served the 22 years of Directorship in
Company and the Company has improved under
his direction by cementing the confidence of our
members, enhancing the quality of the
organizational culture and building a great
relationship with our Directors.

iv. 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 09^th November, 2023 appointed
Mr. Shashidhar Dattanand Haridas as a Chief
Financial Officer (KMP) of the Company in place of
Mr. Sugavanam Srinivasan, who was appointed as
the Chief Financial Officer (KMP) of the Company
as on 11^th day of June, 2021, and requested the
Company to relieve from the post on his
superannuation on the 10^th of August 2023 & 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
2023-24 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:

T h e C o m p any has conducted Four (4) Board
Meetings during the FY 2023-24. 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 31^st March, 2024,
the shareholders met one time on 22^nd September,
2023 in the 59^th 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. And all the recommendations made by the
Audit Committee were accepted by the Board
during the Financial Year ended 31^st March, 2024.

14. Independent Directors Meeting:

During the year under review, an Independent
Directors meeting was held on 9^th February, 2024
in accordance with the provisions of the
Companies Act, 2013 and SEBI (LODR)
Regulations, 2015.

15. Policy on Directors'' Appointment &
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 ofgovernance
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
31^st March, 2024. 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 31^st March, 2024,
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 31^st March, 2024 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 31^st March, 2024 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 Company’s
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 31^st March, 2024 were in
the ordinary course of business and on basis of
arm’s 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 theFinancial Year ended
on 31^st March, 2024.

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
Company’s 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’ Reports:

Statutory Auditors & Report of Statutory Audit:

In the 58^th 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^th AGM till 63^rd AGM of the Company as
per the applicable provisions of the Companies
Act, 2013 and rules made thereunder.

The Report given by the Auditor''s on the Financial
Statements of the Company for the Financial Year
ended 31^st March, 2024 is the Part of this
60^th Annual Report.

There has been no qualifications, reservations,
adverse remark or disclaimer remark given by the
Auditor''s in their Statutory 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
01/2023-24 Board Meeting held on 26^th May, 2023
had appointed Mr. Vilas Sambhaji Hajare
(ACS:21177), Practicing Company Secretaries,
Goa, as the Secretarial Auditor of the Company for
conducting the secretarial audit of the Company
for the Financial Year 2023-24. The Secretarial
Audit Report for the Financial Year ended 31^st
March, 2024 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 02/2024-25 Board Meeting held on Friday, 9^th
August, 2024 had appointed M/s. Ankur Gandhi

& Associates, Practicing Company
Secretaries, to conduct the secretarial audit of the
Company for the Financial Year 2024-25.

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
02/2023-24 Board Meeting held on Friday,
11^th August, 2023 had appointed Mr. Pratik
Premkant Nayak Mirjankar as an Internal
Auditor of the Company for conducting the
Internal audit of the Company for the Financial
Year 2023-24. Heconducted the Internal Audit of
all the Company’sUnit for the Financial Year 2023¬
24 and presentedthe report to the Company.

Further the Board of Directors of the Company at
their 01/2024-25 Board Meeting held on Tuesday,
28^th 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 to conduct the Internal Audit of the Company
for the Financial Year 2024-25.

Cost Audit and Cost Audit Records:

The provisions of Section 148 of the Companies
Act, 2013 relating to maintenance of cost records
and Cost Audit is not applicable to your Company
during the period under review.

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 at : www.southerngasindia.com.

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.
31^stMarch, 2024, 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; Address: Office No: S6-2, 6th Floor,
Pinnacle Business Park, Next to Ahura Centre,
Mahakali Caves Road, Andheri (East) Mumbai -

400093; Phone No: 022-262638200, Email:
[email protected].

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

30. Particulars of Employees and related
disclosures:

Disclosures pertaining to remuneration and other
d etails 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 ofSexual
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 Company’s 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 : Presiding Officer

Prabhudesai (Chairperson)

2. Mrs. Kavita Yogesh : Member- Employee
Wagle

3. Mrs. Mildred Barreto : Member- Employee

4. Mrs. Nirzara : Member - Employee

Kesarwani

5. 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 aggrievedperson. Your
directors further apprise that during the year under
review, there were no case/compliant register
under pursuant to Sexual Harassment of Women
at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

33. 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.

34. 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
9^th November, 2023 designated, Mrs. Nirzara
Kesarwani, Company Secretary 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.

35. Secretarial Standards:

As per Section 118(10) of the Companies Act,
2013, your 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.

36. 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 2023-24.

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
S t ate 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 V. Pai Kakode Motilal Sanvlo Keny

Managing Director Director

DIN:02395512 DIN: 06813111

Dated: 09^th August, 2024
Place: Margao-Goa

---

Mar 31, 2014

Dear Shareholders,

The Directors are pleased to submit the 50th Annual Report together with the Audited Statement of Accounts for the year-ended 31st March 2014

FINANCIAL RESULTS (Rs. in lakhs)

For the year ended 31st March 2014 2013

Profit before Depreciation & Taxation 276.68 272.76

Less Depreciation 185.97 187.68

Profit before Taxation 90.71 85.08

Less: Provision for Taxation Current Tax 54.36 36.16

Deferred Tax (21.78) (22.16)

Wealth Tax 0.08 0.14

Net Profit for the year 58.04 70.94

Add: Balance brought forward from previous year 1022.97 979.92

Amount available for appropriation 1081.01 1050.86

Appropriations

a) Transfer to General Reserves 20.00 20.00

b) Proposed Dividend 6.75 6.75

c) Corporate Dividend Tax 1.15 1.15

Balance carried forward to next year 1053.11 1022.96

OPERATIONS

Your Company achieved a turnover of Rs. 2352 lakhs as against Rs. 2328 lakhs (net of excise duty) for the previous year representing an increase of about 1.03%. The Company has recorded a net profit of 58.C4 lakhs for the year. It is proposed to transfer a sum of Rs 20.00 lakhs to the general reserves out of the current year’s profits.

Your Company continues the process of rationalization of its operations. With this continuous process the Directors are hopeful that your Company will grow in strength and withstand any adversities of cost, inputs, competition etc. in the years to come.

The Directors, with the active involvement of and support from your Managing Director Shri Gautam V Pai Cacode, continue to be on the constant lookout for new opportunities on the business front. This coupled with constant review of all existing depots and units, help in your Company increasing its sales every year.

DIVIDEND

The Directors recommend a Dividend at the rate of Rs. 30/- per share to those shareholders whose names appear on the Register of Members as on 25th September, 2014.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS/OUTGO

Your Company continued to take steps to optimize energy consumption as in previous years. During the year there was no technology absorption. There was no foreign exchange earnings. Foreign exchange outgo during the year is Rs. 11,697,369/-.

Save and except as otherwise specifically stated, there has been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of the report.

The Company has taken adequate steps to develop and implement a risk management policy including identification therein of elements of risk, which in the opinion of the Board may threaten the existence of the Company.

The Company has finalised the process of developing and implementing the corporate social responsibility initiatives during the year.

The Company has finalised the process of annual evaluation to be made by the Board of its own performance and that of its committees and individual directors.

DIRECTORS RESPONSIBILITY STATEMENT

As per the requirement of Section 134 of the Companies Act, 2013, (corresponding to Section 217 (2AA) of the Companies Act, 1956) with respect to the Directors' Responsibility Statement, it is hereby confirmed that:

* In the preparation of the Annual Accounts, the applicable Accounting Standards Faye been followed along with proper explanation relating to material departures, if any.

* 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 on 31.3.2014 and of the profits of the Company for that period.

* The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

* The Directors have prepared the Annual Accounts on a going concern basis.

* The Directors have laid down internal financial controls to be followed and that such internal controls are adequate and are operating effectively.

* 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.

BY ORDER OF THE BOARD OF DIRECTORS THE SOUTHERN GAS LIMITED

GAUTAM V. PAI CACODE Chairman and Managing Director

Dated: 29th May, 2014.

---

Mar 31, 2012

The Directors are pleased to submit the 48th Annual Report together with the Audited Statement of Accounts for the year-ended 31st March 2012

FINANCIAL RESULTS (Rs. in Lakhs)

For the year ended 31st March 2012 2011

Profit before Depreciation & Taxation 309.88 338.28

Less Depreciation 197.36 189.01

Profit before Taxation 112.52 149.27

Less: Provision for Taxation - Current Tax 64.85 29.75

- Deferred Tax (31.70) 38.28

- Wealth Tax 0.13 0.09

Add/Less: Income Tax for prior years - -

Net Profit for the year before extraordinary items 79.24 81.15

Add : Profit on Sale of Investment (Extraordinary Item) - -

Net Profit for. the year 79.24 81.15 Add: Balance brought forward from previous year 928.53 875.25

Amount available for appropriation 1007.7 956.40

Appropriations

a) Transfer to General Reserves 20.00 20.00

b) Proposed Dividend 6.75 6.75

c) Corporate Dividend Tax 1.10 1.12

Balance carried forward to next year 979.92 928.53

OPERATIONS

Your Company achieved a turnover of Rs.2094 lakhs as against Rs.1917 lakhs (net of excise duty) for the previous year representing ail increase of about 9.23%. The Company has recorded a net profit of Rs.79.24 lakhs for the year. It is proposed to transfer a sum of Rs.20.00 lakhs to the general reserves out

The process of rationalization of operations to improve the profitability is still continuing. The same has already started yielding positive results and your Directors are hopeful that this will result in much better

Your Directors have also decided to consolidate and further expand the market share of your Company. Further performance of all existing depots and units are reviewed from time to time and efforts are on to increase their sales and profitability. Based on market survey conducted with active involvement of and support from Wholetime Director Shri Gautam Pai Cacode, your Directors have decided to go in for

However, there have been high cost of inputs, supply of liquid medical gas to all hospitals by multinational companies reduced selling prices and stiff competition from other small scale gas

Your Directors recommend a Dividend at the rate of Rs.30/- per share to those shareholders whose names appear on the Register of Members as on 27th September, 2012.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN

Your Company continued to take steps to optimize energy consumption as in previous years. During the year there was no technology absorption. There was also no foreign exchange earning or foreign

DIRECTORS RESPONSIBILITY STATEMENT

As per the requirement of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

- In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed

- 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

- The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, for safeguarding the assets of the Company and for

- The Directors have prepared the Annual Accounts on a going concern basis.

SECRETARIAL COMPLIANCE CERTIFICATE UNDER PROVISO TO SUB SECTION (1) OF SECTION 383A OF THE COMPANIES ACT, 1956

Your Directors are pleased to annex a copy of the compliance certificate submitted by Mr. I.M.D''Souza a Company Secretary in whole time practice, as per the requirements of the proviso to sub-section (1) of section 383A of the Companies Act, 1956.

DIRECTORS

Shri L.P. Mehta and J.V. Gaitonde, Directors of the Company, retire by rotation from the Board at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

AUDITORS

M/s Varma & Varma, Chartered Accountants, Auditors of your Company retire at the conclusion of this Annual General Meeting and being eligible, offer themselves for re-appointment.

LISTING FEES

The Company has paid the requisite listing fees to the Bombay Stock Exchange.

EMPLOYEES

The Company''s relations with its employees continued to be cordial. Your Directors wish to place on record their appreciation of hard and devoted work put in by all the officers and staff, which has contributed to the overall performance of the company.

None of the employees of the Company were in receipt of remuneration in excess of the limits prescribed under section 217(2A) of the Companies Act, 1956 read with the provisions of Companies (Particulars of Employees) Rules 1975.

For and on behalf of the

Board of Directors

Margao, Madhav G.Poy Raiturcar

29th May, 2012 Chairman & Managing Director

---

Mar 31, 2010

The Directors are pleased to submit the 46th Annual Report together with the Audited Statement of Accounts for the year-ended 31st March 2010

FINANCIAL RESULTS (Rs. in lakhs)

For the year ended 31st March 2010 2009

Profit before Depreciation & Taxation 302.29 242.98

Less Depreciation 147.65 129.71

Profit before Taxation 154.64 113.27

Less: Provision for Taxation

-Current Tax 44.65 30.84

-DeferredTax 6.41 10.67

-Fringe Benefits Tax — 3.30

Add Less: Income Tax for prior years — 0.69

Net Profit for the year before extraordinary items 103.58 67.77

Add: Profit on Sale of Investment (Extraordinary Item) - -

Net Profit for the year 103.58 67.77

Add: Balance brought forward from previous year 799.55 759.67

Amourt available for appropriation 903.13 827.44

Appropriations

a)Transfer to General Reserves 20.00 20.00

b) Proposed Dividend 6.75 6.75

c)Corporate Dividend Tax 1.12 1.15

Balance carried forward to next year 875.26 799.54

OPERATIONS

Your Company achieved a turnover of Rs. 1558 lakhs as against Rs. 1518 lakhs (net of excise ) for the previous year representing an increase of about 2.63%. The Company has lied a net profit of Rs. 103.58 lakhs for the year. It is proposed to transfer a sum of Rs 20.00 lakhs to the General Reserves out of the current years profits.

Operations were adversely affected by high cost of inputs, supply of liquid medical gas to all hospitals by multinational companies on the one hand and reduced selling prices and stiff competition other small scale gas manufacturers including multinational companies on the other hand during the year.

The process of rationalization of operations to improve the profitability is still continuing. The same has already started yielding positive results and your Directors are hopeful that this will result in much better and improved performance in the coming years.

Your Directors have also decided to consolidate and further expand the market share of your Company. In this connection, your Company has started filling station at Hubli in Karnataka. Further performance of all existing depots and units are reviewed from time to time and efforts are on to increase their sales and profitability.

DIVIDEND

Your Directors recommend a Dividend at the rate of Rs.30/- per share to those shareholders whose names appear on the Register of Members as on 30th September 2010.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS/OUTGO

Your Company continued to take steps to optimize energy consumption as in previous years. During the year there was no technology absorption. There was also no foreign exchange earning or foreign exchange outgo during the year,

DIRECTORS RESPONSIBILITY STATEMENT

As per the requirement of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

- In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed alongwith proper explanation relating to material departures, if any.

- 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 2009-10 and of the profits of the Company for that period.

- The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- The Directors have prepared the Annual Accounts on a going concern basis.

SECRETARIAL COMPLIANCE CERTIFICATE UNDER PROVISO TO SUB SECTION (I) OF SECTION 383A OF THE COMPANIES ACT, 1956.

Your Directors are pleased to annex a copy of the compliance certificate submitted by Mr. I.M.DSouza, a Company Secretary in whole time practice, as per the requirements of the proviso to sub-section (1) of section 383A of the Companies Act, 1956.

DIRECTORS

Shri Lalit P. Mehta and Shri Ranganath N. Prabhu, Directors of the Company, retire by rotation from the Board at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

AUDITORS

M/s Varma & Varma, Chartered Accountants, Auditors of your Company retire at the conclusion of this Annual General Meeting and being eligible, offer themselves for re-appointment.

AUDITORS QUALIFICATIONS IN THE AUDITORS REPORT

In the Audit report it has been stated that the requirement of listing agreement entered into with the Bombay Stock Exchange in terms of the SEBI regulations were not fully complied with. The auditors have not specified the items not complied with. However, it was observed that the Auditors had not given Limited Review Report in respect of the unaudited financial results for the quarter ended 30th June,2009 and the statement of financial results was submitted without their report. Except for this, the company has complied with all the requirements under the listing agreement.

LISTING FEES

The Company has paid the requisite listing fees to the Bombay Stock Exchange.

EMPLOYEES

The Companys relations with its employees continued to be cordial. Your Directors wish to place on record their appreciation of hard and devoted work put in by all the officers and staff, which has contributed to the overall performance of the company

None of the employees of the Company were in receipt of remuneration in excess of the limits prescribed under section 217(2A) of the Companies Act, 1956 read with the provisions of Companies (Particulars of Employees) Rules 1975.

For and on behalf of the Board of Directors

Madhav G Poy Raiturcar Chairman & Managing Director

Margao, 22ndJune.2010