Your Directors have pleasure in presenting Company’s Seventieth (70th) Annual Report on the business and operations of the Company together with the Standalone and Consolidated Audited Financial Statements for the financial year ended March 31, 2026.
FINANCIAL SUMMARY / HIGHLIGHTS
Key highlights of consolidated and standalone financial performance for the year ended 31st March, 2026, are summarised as under:
|
Particulars
|
Consolidated
|
Standalone
|
| |
31.03.2026 (' In Lakhs)
|
31.03.2025 (' In Lakhs)
|
31.03.2026 (' In Lakhs)
|
31.03.2025 (' In Lakhs)
|
|
TOTAL INCOME
|
3,14,403.77
|
2,63,351.53
|
2,83,217.65
|
2,44,527.69
|
|
Profit before interest, depreciation & Tax
|
55,220.86
|
47,007.27
|
52,774.76
|
46,056.81
|
|
Less : Interest
|
1,514.21
|
1,017.97
|
949.89
|
812.27
|
|
Depreciation
|
11,527.07
|
9,152.84
|
10,763.33
|
8,493.78
|
|
PROFIT BEFORE TAX
|
42,179.58
|
36,836.46
|
41,061.54
|
36,750.76
|
|
Add : Exceptional items
|
260.24
|
2,302.66
|
260.24
|
2,302.66
|
|
Less : Provisions for Taxation
|
|
|
|
|
|
Current Income Tax / MAT
|
10,719.98
|
9,632.07
|
10,702.74
|
9,629.13
|
|
Current tax expenses relating to previous year
|
444.23
|
-
|
444.23
|
-
|
|
Deferred Tax
|
(598.68)
|
(702.02)
|
(459.43)
|
358.08
|
|
Net Tax expenses
|
10,565.53
|
8,930.05
|
10,687.54
|
9,987.21
|
|
PROFIT AFTER TAX
|
31,874.29
|
30,209.07
|
30,634.24
|
29,066.21
|
OPERATIONAL PERFORMANCE
On a consolidated basis, during the year ended March 31, 2026, your Company registered its total income of ' 3,14,403.77 lakhs against ' 2,63,351.54 Lakhs in the previous financial year 2024-25 delivering a topline growth of 19.39% over previous financial year 2024-25. Net profit after tax of the Company also improved to ' 31,874.29 Lakhs as against ' 30,209.07 Lakhs of the previous year, thus delivering a growth of 5.51% over the previous financial year 2024-25.
On a standalone basis, during the year ended March 31, 2026, your Company registered its total income of ' 2,83,217.65 Lakhs against ' 2,44,527.69 Lakhs in the previous financial year 2024-25 delivering a topline growth of 15.82% over previous financial year 2024-25. Net profit after tax of the Company also improved to ' 30,634.24 Lakhs as against ' 29,066.21 Lakhs of the previous year, thus delivering a growth of 5.39% over the previous financial year 2024-25.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
There was no change in the nature of business of the Company during the Financial Year ended 31st March 2026.
TRANSFER TO RESERVES
The Company has transferred an amount of ' 25,000 Lakhs to the General Reserves out of the current profits available for appropriations and the remaining amount of ' 15,875.29 Lakhs has been retained in the Surplus in Profit and Loss Account.
DIVIDEND
In recognition of the financial performance during financial year 2025-2026, and strong track record of dividend payout and dividend growth backed by consistently growing revenues and earnings, your Directors are pleased to recommend a dividend of ' 22/- per equity share on face value of ' 10/- each i.e., 220 % on the 3,18,92,416 equity shares for the financial year ended March 31, 2026. The dividend, if approved by the shareholders at the ensuing Annual General Meeting of the Company, shall be payable to those Shareholders whose names appear in the register of Members as on the Record date i.e. August 19, 2026.
The Dividend income is taxable in the hands of the shareholders and the Company is required to deduct tax at source from dividend paid to the members at the prescribed rates as per the Income Tax Act, 2025.
Pursuant to the requirements of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), the Dividend Distribution Policy of the Company is available on the Company’s website atwww.lgb.co.in/wp-content/uploads/2021/09/LGB-Dividend- Distribution-Policv.pdf
TRANSFER OF UNCLAIMED DIVIDEND AMOUNT AND UNDERLYING SHARES TO INVESTOR EDUCATION AND PROTECTION FUND AUTHORITY
Pursuant to the provisions of Section 125 and other applicable provisions of the Act, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, (‘Rules’), the dividend which remains unclaimed or unpaid for a consecutive period of seven years or more from the date of transfer to the Unpaid Dividend Account of the Company and shares on which dividends are unclaimed or unpaid for a consecutive period of seven years or more are required to be transferred to IEPF. During financial year 2025-26, dividend for the financial year 2017-18 amounting to ' 9,36,932/- and 9,052 shares were transferred to the IEPF Authority within the prescribed statutory timelines.
Please note that the unclaimed dividend declared for FY 2018-19 along with underlying shares on which dividend remained unclaimed for seven consecutive years, will be transferred to the IEPF within the prescribed time.
The details are also made available on the website of the Company, httDs://www.lgb.co.in/investor-relations/ transfer-of-shares-to-iepf/
The IEPF Authority launched a 100 day campaign, Saksham Niveshak in July 2025 to enhance investor awareness and expedite resolution of pending matters relating to unclaimed dividends, shares transferred to IEPF and updating of KYC & nomination details. In support of this initiative, the Company published newspaper advertisements urging Shareholders to update their KYC and claim their unclaimed dividend(s). The Company’s RTA also conducted a special drive to process unclaimed dividends, enabling payment of multiple outstanding dividend(s) to Shareholders who updated their bank details.
CAPITAL STRUCTURE:
As on March 31, 2026, the Authorized Share Capital of the Company stood at ' 47,00,00,000/- divided into 4,70,00,000 equity shares of ' 10/- each and the the issued, subscribed, and paid-up Equity Share Capital was ' 31,89,24,160/- divided into 3,18,92,416 equity shares of ' 10/- each. The Company has only one class of equity shares. Further, the Company has not issued any shares with differential voting rights, sweat equity shares or any other securities during the year under review.
ANNUAL RETURN
As per the provisions of Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return for the Financial Year ended on March 31, 2026, in the prescribed Form No. MGT-7 is available on the website of the Company at https://www.lgb.co.in/investor-relations/annual-return-mgt-7/
MEETINGS OF THE BOARD AND ITS COMMITTEES:
During the Financial Year 2025-26, 4 (Four) meetings of the Board of Directors took place. The maximum gap between two Board meetings did not exceed 120 days.
A comprehensive disclosure regarding the Board, its committees, their composition, and terms of reference, along with the number of board and committee meetings held and the attendance of directors at each meeting, is meticulously detailed in the Report on Corporate Governance. This report is an integral part of the Annual Report.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively. The Company has duly complied with Secretarial Standards issued by the Institute of Company Secretaries of India on the meeting of the Board of Directors (SS-1) and General Meetings (SS-2).
DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Board of Directors confirm that, to the best of their knowledge and belief:
a) that in the preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;
b) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for that period;
c) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) that the Directors had prepared the Annual Accounts on a going concern basis;
e) that the Directors had laid down proper internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
f) that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
STATEMENT ON DECLARATION Given BY INDEPENDENT DIRECTORS:
In accordance with Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the Listing Regulations, all Independent Directors have submitted declarations confirming that they meet the criteria of independence as mentioned in Regulation 16(1 )(b) of the Listing Regulations and Section 149(6) of the Companies Act, 2013. There was no change in the circumstances affecting their status as Independent Directors of the Company.
STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (including the PROFICIENCY) OF The INDEPENDENT DIRECTORS
Dr.Vinay Balaji Naidu (DIN : 09232643) was re-appointed as an Independent Director of the Company for a second term of five consecutive years w.e.f 04.08.2026. Based on the evaluation of the performance of the Independent
Directors in accordance with the criteria and the framework adopted by the Company, the Board of Directors is of the opinion that the Independent Directors of the Company holds highest standards of integrity and possess requisite expertise and experience including the proficiency required to fulfil their duties as Independent Directors. The Independent Directors have also confirmed that they have registered themselves with Independent Directors database of The Indian Institute of Corporate Affairs (IICA) and have passed the online self-proficiency test as applicable.
COMPANY’S POLICY RELATING TO DIRECTORS’ APPOINTMENT, PAYMENT OF REMUNERATION AND OTHER MATTERS PROVIDED UNDER SECTION 178(3) OF THE COMPANIES ACT, 2013
The Board of Directors has established comprehensive criteria for the appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. These criteria encompass qualifications, positive attributes and the independence of Directors, as mandated under sub-Section (3) of Section 178 of the Companies Act, 2013. This policy not only aims to attract and retain top talent but also ensures that remuneration practices are aligned with the Company’s objectives and shareholder interests.
The salient features of the said policy covering the policy on appointments and remuneration and other matters have been provided in the Corporate Governance Report. The Policy is available on the Company’s website at https://www.lgb.co.in/wp-content/uploads/2025/02/Nomination-Remuneration-Policy.pdf
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION186 OF THE COMPANIES ACT, 2013
During the year under review, the Company has made investments in M/s. LGB USA Inc, an overseas subsidiary by way of subscription in the Equity Shares of the said subsidiary in compliance with Section 186 of the Companies Act, 2013. Other than the above, the Company has not given any loan, guarantee or security to any person covered under Section 186 of the Companies Act, 2013 during the year under review. The details of investments / loans made pursuant to the provisions of Section 186 of the Companies Act, 2013 have been disclosed in the notes to the financial statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All transactions entered into with the Related Parties during the Financial Year 2025-26 were on an arm’s length basis and in the ordinary course of business and in line with the threshold of materiality defined in the Related Party Transaction Policy of the Company & are in accordance with the provisions of the Companies Act, 2013, Rules issued thereunder & Regulation 23 of (SEBI Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, during the year under review, there were no materially significant related party transactions which may have a potential conflict with the interest of the Company at large.
Accordingly, the disclosure required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to the Company. However, the details of all transactions with related parties have been disclosed in Notes to the Financial Statements forming an integral part of this Report.
All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted, along with a statement giving details of all related party transactions, are placed before the Audit Committee for its review on quarterly basis.
In accordance with the requirements of the Listing Regulations, Company’s Policy on dealing with Related Party Transactions is uploaded on the Company website and may be accessed at the link https://www.lgb.co.in/wp- content/uploads/2026/03/Policv-on-Materialitv-of-Related-Partv-Transaction-and-Dealing-with-Related- Party-Transaction.pdf
MATERIAL CHANGES AND COMMITMENTS, IF ANY, 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 THE DATE OF THE REPORT
There have been no material changes and commitments affecting the financial position of the Company since the end of the financial year till the date of this report.
CONSERVATION OF Energy, Technology ABSORPTION And Foreign Exchange Earnings And Outgo
The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3) (m) of the Act read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 is furnished in “ANNEXURE - A” to this report.
STATEMENT ON RISK MANAGEMENT
The Board has formulated and implemented Risk Management Policy for the Company which identifies various elements of risks which in its opinion may threaten the existence of the Company and measures to contain and mitigate risks. The Company has adequate internal control systems and procedures to combat the risk. The Risk Management procedures are reviewed by the Audit committee and the Board on periodical basis. Further the Board has also constituted a Risk Management committee in accordance with the provisions of Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the details of which are provided in the Corporate Governance report which forms part of this Integrated Annual Report.
The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and Regulation 21 of the Listing Regulations and the same is also made available on the Company website of the Company at: https://www.lgb.co.in/wD-content/uploads/2021/08/risk-management-Dolicv.Ddf.
CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES
The Company has constituted a Corporate Social Responsibility (CSR) Committee and has adopted a policy on Corporate Social Responsibility activities in line with Section 135 of the Companies Act, 2013 read with Schedule VII thereto which focuses on Education, Healthcare, Women Empowerment, Eradicating extreme hunger and poverty etc.
The CSR Policy is available on the Company’s website at https://www.lgb.co.in/wp-content/uploads/2023/08/ CorDorate-Social-ResDonsibilitv-Policv.Ddf.For other details regarding the composition and meetings of the CSR Committee, please refer to the Corporate Governance Report, which is an integral part of this report.
The Report on Corporate Social Responsibility (CSR) including the constitution of the Corporate Social Responsibility Committee and activities undertaken during the Financial Year 2025-26 as per Rule 8 of the Companies (CSR Policy) Amendment Rules, 2014 is enclosed as “Annexure B” to this Report.
ANNUAL EVALUATION OF BOARD AND PERFORMANCE OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees during the year under review. The Nomination and Remuneration Committee of the Company (‘NRC’) has formulated the evaluation criteria, procedure for the Performance Evaluation process for the Board, its Committees and Directors.
The performance of the Board and its functioning were evaluated based on various criteria including expertise and experience of the Board, industry knowledge, diversity, Board Meeting procedure, Board Development, succession planning etc.
All committees of the Board were evaluated based on various criteria including their function and duties, periodical reporting to the Board along with their suggestions and recommendations and procedure of the Meetings etc. In a separate meeting of Independent Directors held on March 07, 2026, performance of Non-Independent Directors,
the Board as a whole and the Chairman of the Company was evaluated by the Independent Directors. The evaluation of Chairperson was done based on criteria which among others included managing relationship with shareholders and employees, board, management and leadership qualities.
The performance of all Executive Directors as well as Independent Directors has been evaluated by entire Board based on the criteria which includes participation at Board/ Committee Meetings, managing relationships with other fellow members and senior management, personal attributes like ethics and integrity etc.
The Board and NRC reviewed the performance of the Board, its Committees and of the Directors. The same was discussed in the Board Meeting and the feedback received from the Directors on the performance of the Board and its Committees was also discussed. The Directors expressed their satisfaction with the evaluation process. The report on Corporate Governance forming part of this Annual Report covers details of the evaluation process and other requisite information.
DIRECTORS AND Key MANAGERIAL PERSONNELRETIREMENT BY ROTATION
In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of Articles of Association of the Company, Sri.B.Vijayakumar (DIN: 00015583) and Smt.Rajsri Vijayakumar (DIN: 00018244) will retire at the ensuing Annual General Meeting (AGM) and being eligible, offer themselves for reappointment. Your Directors recommends their re-appointment. A brief profile of Sri.B.Vijayakumar and Smt.Rajsri Vijayakumar forms part of the notice convening the AGM of the Company.
RE-APPOINTMENT OF INDEPENDENT DIRECTOR
Based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors, Dr.Vinay Balaji Naidu (DIN: 09232643) was re-appointed as an Independent Director of the Company for a second tenure of five (5) consecutive years from August 04, 2026 to August 03, 2031 in pursuance of the special resolution passed by the shareholders through postal ballot on March 20, 2026 and has complied with the provisions of the Act.
CONTINUATION OF NON-EXECUTIVE DIRECTOR
Sri.S.Sivakumar (DIN: 00016040) has been associated with the Company as a Non-Executive Non-Independent Director since 29th June 1996 and he will attain the age of 75 (seventy five) years on 30th November, 2026. Accordingly, the Nomination and Remuneration Committee and the Board of Directors, at their respective meetings held on 30th April 2026 and 02nd May 2026, has recommended the continuation of Sri.S.Sivakumar (DIN: 00016040) as a Non-Executive Non-Independent Director of the Company beyond the age of 75 years, liable to retire by rotation, after taking into account the performance evaluation and Sri.S.Sivakumar’s knowledge, expertise, vast experience and his contribution to the growth of the Company during his tenure, for the approval of the members. Necessary special resolution has been included in the Notice of the ensuing AGM for obtaining the approval of the members in terms of Regulation 17(1A) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 .Your Directors recommend his continuation as Non-Executive Non-Independent Director. A brief profile of Sri.S.Sivakumar forms part of the notice convening the AGM of the Company.
Other than the above, there is no change in the composition of the Board of Directors and Key Managerial Personnel of the Company.
The following are the Key Managerial Personnel of the Company as on March 31, 2026 and as on the date of this Report:
• Sri.B.Vijayakumar (DIN: 00015583), Executive Chairman
• Sri.P.Prabakaran (DIN:01709564), Managing Director
• Sri.Rajiv Parthasarathy (DIN: 02495329), Executive Director
• Sri.N.Rengaraj, Chief Financial Officer
• Sri.M.Lakshmikanth Joshi, Senior General Manager (Legal) and Company Secretary & Compliance Officer
SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES
As of March 31, 2026, the Company has five subsidiaries, out of which one wholly owned subsidiary Company M/s. LGB Steel Private Limited (formerly known as RSAL Steel Private Limited) registered in India and remaining four, namely LGB USA INC, (Direct Overseas Subsidiary), LGB Mexico (Step down overseas subsidiary), GFM Acquisition LLC (Step down overseas subsidiary) and GFM LLC (Step down overseas subsidiary) registered outside India.
The Company has laid down policy on material subsidiary and the same is placed on the website https://www.lQb.co.in/wD-content/uDloads/2025/04/POLICY-FQR-DETERMINING-MATERIAL-SUBSIDIARIES.Ddf
None of the subsidiaries are material subsidiary for the financial year ended 31st March 2026 as per the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
None of the subsidiary(ies) of the Company has ceased to exist during the year under review. Further, the Company does not have any Joint Ventures or Associate Companies during the reporting period.
ANNUAL ACCOUNTS OF SUBSIDIARIES
The consolidated financial statements of the Company and its subsidiaries prepared in accordance with the applicable accounting standards have been annexed to the Annual Report. Further, the Company shall provide a copy of the annual accounts of Subsidiary companies to the shareholders upon their request. In accordance to the provisions of Section 136(1) of the Act, the annual accounts of the subsidiary Companies have been placed on the website of the Company at https://www.lQb.co.in/investor-relations/annual-reports/
In accordance with Section 129(3) of the Act read with rules made thereunder, a statement containing salient features of the financial position of Subsidiaries is given in Form AOC-1 attached as an “ANNEXURE C” forming integral part of this Report. As required under Section 134 of the Act, the said form also highlights the performance of the subsidiaries.
DEPOSITS
Pursuant to the provisions of Section 73 to 76 of the Companies Act, 2013 read with its relevant Rules governing deposits, the Company has obtained the approval of its members by way of passing a Special Resolution at the Annual General Meeting held on 10.09.2015 for inviting/ accepting/ renewing deposits from Members and public within the limits prescribed under the Companies Act, 2013 and the rules framed there under.
As of March 31 2026, the deposits accepted by the Company from public and shareholders aggregated to ' 3,680.50 Lakhs, which are within the limits prescribed under the Companies Act, 2013 and the rules framed there under.
Further, in accordance with the provisions of the Companies Act, 2013 read with relevant Rules made thereunder, your Company has obtained a credit rating “ICRA-AA”(stable) for its fixed deposit from ICRA Limited (“Credit Rating Agency”).
The details relating to deposits covered under Chapter V of the 2013 Act are given here under:
| |
' in lakhs
|
|
Amount of deposits as on 01.04.2025
|
1,436.32
|
|
Deposits accepted during the year
|
3,680.50
|
|
Deposits repaid during the year
|
2,081.70
|
|
Amount of deposits as on 31.03.2026
|
3,035.12
|
|
Deposits remaining unpaid or unclaimed as at the end of the year
|
-
|
|
Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved
|
-
|
|
a. At the beginning of the year
|
-
|
|
b.Maximum during the year
|
-
|
|
c.At the end of the year
|
-
|
The details of deposits which are not in compliance with the requirements of Chapter V of the Act Nil
In accordance with Rule 16A of the Companies (Acceptance of Deposits) Rules, 2014, the monies received from the Directors, if any, have been disclosed under relevant notes to the Financial Statements.
details of significant and material orders passed by the regulators or courts or tribunals
IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE
No significant or material orders were passed, during the period under review, by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Adequate internal control systems commensurate with the nature of the Company’s business, size and complexity of its operations are in place and have been operating effectively.
The Directors have laid down policies and procedures which are adopted by the Company 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 frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.
Apart from this the Company has also engaged a fullfledged professional Internal Audit firm to test and check the Internal Controls of all systems and suggest corrective and remedial measures.
The Audit Committee deliberated with the members of the Management, considered the systems as laid down and met the internal audit team and statutory auditors to ascertain their views on the internal financial control systems. The Audit Committee satisfied itself as to the adequacy and effectiveness of the internal financial control systems as laid down and kept the Board of Directors informed. However, the Company recognises that no matter how the internal control framework is, it has inherent limitations and accordingly, periodic audits and reviews ensure that such systems are updated on regular intervals.
Statutory Auditors Report on Internal Financial Controls as required under Clause (i) of Sub-Section 3 of Section 143 of the Companies Act, 2013 (“the Act”) is annexed with the Independent Auditors’ Report.
AUDITORS AND AUDITORS’ REPORTSTATUTORY AUDITORS
The shareholders at the 66th Annual General Meeting held on 25th August, 2022, had approved the re-appointment of M/s.Suri & Co, Chartered Accountants (Firm Registration No. 004283S), for a second term of 5 (five) years to hold office till the conclusion of 71st Annual General Meeting of the Company. Accordingly, no resolution for appointment of statutory auditors is included in the Notice convening the 70th Annual General Meeting.
M/s.Suri & Co, Chartered Accountants have confirmed their eligibility and given their consent under Sections 139 and 141 of the Act and the Companies (Audit and Auditors) Rules, 2014 for their continuance as the Statutory Auditors of the Company for the Financial Year 2026-2027. In terms of the SEBI Listing Regulations, the Auditors have also confirmed that they subject themselves to the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI.
There is no qualification, reservation, adverse remark or disclaimer given by the statutory auditor in their report. INSTANCES OF FRAUD, IF ANY, REPORTED BY THE AUDITORS
During the year under review, there have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013 and rules framed thereunder.
COST AUDITORS AND MAINTENANCE OF COST RECORDS
Pursuant to the provisions of Section 148 of the Act and rules made thereunder, the Board of Directors, on recommendation of the Audit Committee, has re-appointed Dr.G.L.Sankaran, Cost Accountants, Coimbatore (Membership No. 4482) as Cost Auditor of the Company for financial year 2026-27 at a remuneration as mentioned in the Notice of the 70th Annual General Meeting and the same is recommended for the consideration and ratification by the Members.
The Cost Auditor have confirmed that they are not disqualified from being appointed as the Cost Auditor of the Company and satisfy the prescribed eligibility criteria. As per requirements of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records and accordingly, such accounts and records have been maintained in respect of the applicable products.
The Cost Audit Report for financial year 2025-26 will be filed with the Registrar of Companies within 30 days of receipt or within 180 days from the end of financial year, whichever is earlier.
SECRETARIAL AUDITORS
Pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the appointment of M/s. MDS & Associates LLP (ICSI Peer Review No.6468/2025), Company Secretaries, Coimbatore, as the Secretarial Auditors of the Company for a period of five consecutive financial years commencing from financial year 2025-26 till financial year 2029-30 in accordance with the approval of the members at the 69th Annual General Meeting held on 21st, August 2025. Accordingly, the Secretarial Audit Report for the financial year ended March 31, 2026 is annexed herewith as ‘Annexure - D’ to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
Further, the Secretarial Auditors have also confirmed that they have subjected themselves to the peer review process of the Institute of Company Secretaries of India (ICSI) and hold a valid certificate issued by the Peer Review Board of the ICSI.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
The Company has complied with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has in place a Policy on Prevention of Sexual Harassment at the Workplace in line with the provisions of the said Act and an Internal Complaints Committee has also been set up to redress complaints received regarding Sexual Harassment.
Further, below are the status of the complaints during the year under review:
a. number of complaints received in the year 2025-2026 - NIL
b. number of complaints disposed off during the year - NIL
c. number of complaints pending for more than ninety days - NIL
d. number of cases pending for more than ninety days - NIL
DISCLOSURE UNDER MATERNITY BENEFITS ACT, 1961
The Company has complied with the provisions of the Maternity Benefits Act, 1961 to the extent applicable, during the year under review.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR
The Company has not made any application or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (“IBC Code”) during the Financial Year and does not have any proceedings related to IBC Code.
DETAILS OF DIFFERENCE BETWEEN THE 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
During FY 2025-26, the Company has not made any one-time settlement with the banks or financial institutions and hence, the same is not applicable to the Company.
INCIDENT REPORT
A cyber security incident occurred in September 2025 wherein the Company’s IT infrastructure was targeted by a ransomware attack. Despite the attack, the core systems and operations of the Company remained unaffected. This resilience can be attributed to the Company’s robust IT infrastructure, which includes comprehensive security measures, regular system backups, and proactive threat detection protocols. These precautions ensured that the impact of the attack was contained, allowing the Company to continue its operations without interruption. The Company has taken adequate measures to prevent such incidents in future by deploying advanced technology of end point security. The incident has neither had any material financial impact on the Company at present, nor is expected to have any material financial impact in the future.
PARTICULARS OF THE EMPLOYEES
The information pertaining to the remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in ANNEXURE-E which forms part of this Report.
Further, a statement showing the names and other particulars of top ten employees in terms of remuneration drawn and of employees drawing remuneration in excess of the limits required under Section 197(12) of the Act read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as ANNEXURE-F and forms part of this Report. There were no employees who are in receipt of remuneration in excess of the limits under Rule 5(2)(ii) and (iii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
MANAGEMENT DISCUSSION & ANALYSIS
As per the requirement of Regulation 34(2) (e) and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed Management Discussion and Analysis Report is annexed as ANNEXURE - G and forms part of this Annual Report.
REPORT ON CORPORATE GOVERNANCE
The Corporate Governance Report of the Company for the year under review, is attached as ANNEXURE-H forming an integral part of this report.
The requisite Certificate from Mr. M. D. Selvaraj (FCS: 960 / COP: 411), Managing Partner of M/s. MDS & Associates LLP (ICSI Peer Review No.6468/2025), Company Secretaries, Coimbatore regarding the compliance with the conditions of the Corporate Governance as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “SEBI Listing Regulations”), is annexed to the Corporate Governance Report and forms an integral part of this Report.
AUDIT COMMITTEE
The terms of reference of the Audit Committee are in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Composition of the Audit Committee is mentioned in the Corporate Governance Report which forms part of this Annual Report. The Board has accepted the Audit Committee’s recommendations during the year wherever required and hence no disclosure is required under Section 177(8) of the Act with respect to rejection of any recommendations of Audit Committee by Board.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company’s Whistle Blower Policy is in line with the provisions of the sub-section (9) and (10) of Section 177 of the Act and Regulation 22 of the Listing Regulations. The Company has a vigil mechanism which has been incorporated in this Policy for Directors and Employees to report to the management genuine concerns about unethical behaviour or actual or suspected fraud or violation of the Company’s Code of Conduct or ethics policy. Further, no employee has been denied access to the Audit Committee. The policy is available on the website of the Company at https://www.lgb.co.in/wD-content/uDloads/2021/08/whistle-blower-Dolicy.Ddf .
LISTING OF EQUITY SHARES
The Company’s Equity Shares continue to be listed on National Stock Exchange of India Limited and BSE Limited (“Stock Exchanges”) and the details of listing have been given in the Corporate Governance Report forming part of this Directors’ Report. We confirm that the Listing fee for the Financial Year 2026-2027 has been paid to the Stock Exchanges within the stipulated time.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
The Company has been conducting business in a sustainable manner and to create maximum value for all its stakeholders. Business Responsibility and Sustainability Report for Financial Year ended 31st March 2026 in accordance with Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, annexed as ANNEXURE I and forms an integral part of this Annual Report.
human resource & industrial relations
At LGB, we believe that our employees are our greatest asset. We are dedicated to hiring and retaining top talent by fostering a collaborative and transparent culture that rewards merit and high performance. Our HR strategy centre’s on skill development, career growth, and guiding employees along their career paths. Your Company would like to place its appreciation for all the hard work, dedication and efforts shown by all the employees throughout the year.
INSURANCE
The Company’s plants, properties, equipment’s and stocks are adequately insured against all major risks. The Company has insurance cover for product liability. The Company has also taken Directors’ and Officers’ Liability Policy to provide coverage against the liabilities arising on them.
acknowledgement
Your directors would like to place on record their sincere thanks and appreciation for the sustained support and co-operation extended by its members, bankers, business associates, consultants, and various Government Authorities during the year under review. Your directors would also like to place on record its sincere appreciation for the efforts put in by the employees whose efforts, hard work and dedication has enabled the Company to achieve all recognitions during the year.
For and on behalf of the Board of Directors
B. vijayakumar p.prabakaran
Executive Chairman Managing Director
Place : Coimbatore
DIN: 00015583 DIN:01709564
Date : 02.05.2026
|