The Board of Directors of your Company are pleased to present the 20th Annual Report together with the Audited Statement of Accounts of LGB Forge Limited (“the Company”) for the year ended March 31, 2026.
1. Financial Results:
The financial performance of the company on a standalone basis for the Financial Year ended on March 31, 2026, as compared with the previous year is summarized as below:
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' in Lakhs
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Particulars
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FY 2025-26
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FY 2024-25
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Total Income
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10,495.03
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9,475.28
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Profit / (Loss) before tax and exceptional items
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(152.39)
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(122.45)
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Add/Less: Exceptional Item
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(69.34)
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-
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Profit / (Loss) before tax
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(221.73)
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(122.45)
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Current Tax
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-
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-
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Deferred Tax
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-
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-
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Profit for the year after tax
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(221.73)
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(122.45)
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Other Comprehensive Income
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Re-measurement of defined benefit plans
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20.09
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(65.64)
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Total Comprehensive income for the year, net of tax
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(201.64)
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(188.09)
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2. Review of Operations:
During FY 2025-26, the Company showed growth in its operating performance. The revenue from operations and other income for the financial year under review increased from ' 9,475.28 Lakhs during the FY 2024-25 to ' 10,495.03 Lakhs in the FY 2025-26 reflecting improved business activity and enhanced revenue generation.
The Company’s EBITDA witnessed a significant improvement, from ' 203.65 lakhs in FY 2024-25 to ' 482.29 lakhs in FY 2025-26. This substantial growth indicates better operational efficiency and stronger earnings from core business operations. Despite the improvement in revenue, the loss after tax increased to ' 221.73 lakhs during the year under review from ' 122.45 lakhs in the previous financial year. New Labour Codes implication has resulted in estimated one-time increase in provision for employee benefits of ' 69.34 Lakhs.
Overall, the financial performance during the year reflects encouraging growth in revenue and operating profitability. The significant improvement in EBITDA demonstrates the Company’s efforts toward operational strengthening and this year our focus will be to strengthen our core manufacturing teams in planning, executing and managing efficient operational systems specifically aligned with our customers requirements, without hampering production and delivery.
3. Share Capital:
During the year under review, the Company has not issued/allotted shares with differential voting rights, sweat equity shares, neither has it granted any employee stock options nor issued any convertible securities. The authorised share capital of the Company as on March 31, 2026 was ' 25,00,00,000/- comprising of 25,00,00,000 equity shares of Re.1/- each. The issued, subscribed and paid-up equity share capital as on March 31, 2026 was ' 23,82,02,463/- comprising of 23,82,02,463 equity shares of Re.1/- each.
4. Transfer to Reserve:
The Company has not transferred any amount to General Reserves for the year under review.
5. Change in the Nature of Business, if any:
There has been no change in the nature of business of the Company during the year.
6. Dividend:
The Board of Directors does not recommend any dividend for the year 2025-26.
7. Transfer to Investor Education and Protection Fund (“IEPF”):
Pursuant to the provisions of Section 124 of the Companies Act, 2013 (“the Act”) and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), the declared dividends, which remain unpaid or unclaimed for a period of 7 (seven) years from the date of its transfer to unpaid dividend account is required to be transferred by the Company to Investor Education and Protection Fund (IEPF).
During the year under review, the Company was not required to transfer any dividend to Investor Education and Protection Fund (IEPF).
8. Particulars of loans, guarantees or investments:
There are no loans given guarantees issued, investments made or securities provided by your Company in terms of Section 186 of the Act, read with the Rules issued thereunder.
9. Particulars of contracts or arrangements with related parties:
All transactions entered with related parties during the Financial Year were on arm’s length pricing basis and in the ordinary course of business as per Section 188 of the Act and were reviewed and approved by the Audit Committee. Necessary approvals of the Audit Committee were obtained for transactions that are repetitive in nature and foreseen, in accordance with the applicable provisions. A statement containing details of all Related Party Transactions undertaken pursuant to such omnibus approvals is placed before the Audit Committee on a quarterly basis for its review.
During the reporting period, the Company has entered into material related party transactions with M/s. L.G. Balakrishnan & Bros Limited as approved by the shareholders at the Annual General Meeting dated August 21, 2025. The same is provided as “Annexure A” in Form AOC-2 and forms part of this Report. Related Party disclosures as per Ind AS 24 have been provided in Notes to financial statements.
There are no materially significant related party transactions entered into by the Company with its Directors, Key Managerial Personnel, Senior Management Personnel, or other designated persons that may have a potential conflict with the interests of the Company at large except as said above.
In terms of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company submits details of Related Party Transactions on a consolidated basis to the Stock Exchanges on a half-yearly basis. The details of transactions with related parties are also disclosed in the accompanying Financial Statements in accordance with the applicable Indian Accounting Standards. The policy on Materiality of Related Party Transactions, as approved by the Board of Directors, is available on the Company’s website at https://www.lgbforge.com/images/pdf/PolicyonRelatedPartyTransactions.pdf
10. Material changes and commitments, if any, affecting the financial position of the Company:
There were no material changes, events and commitments affecting the financial position of your Company between the end of the Financial Year and the date of this report.
11. Policy for determining material subsidiaries:
The Company does not have any subsidiary and accordingly, the requirement to formulate a policy for determining material subsidiaries is not applicable.
12. Risk management:
The Company has established a structured risk management framework to monitor, identify, assess, prioritize and mitigate key risks across its operations. The requirement for the constitution of a Risk Management Committee is not applicable to the Company.
13. Adequacy of Internal Financial Controls:
The Company has established an internal control framework commensurate with the nature, size and complexity of its operations. These control systems are designed to safeguard the Company’s assets, ensure the accuracy and reliability of financial transactions, and promote compliance with applicable laws, accounting standards and internal policies. The adequacy and effectiveness of these internal controls are periodically reviewed and strengthened.
The Company has implemented effective budgetary control system to monitor income and expenditure against approved budgets on an ongoing basis. To assess the adequacy and effectiveness of its internal control systems, the Company has established an internal audit function, which is conducted with the support of an external expert. The scope of internal audit covers key processes across locations, and deviations from prescribed standards are regularly reviewed to ensure compliance and corrective action.
The internal audit plan is also aligned with the business objectives of the Company which is reviewed and approved by the Audit Committee. The Audit Committee reviews significant audit observations, including recommendations and their implementation status, and reports key matters to the Board. Statutory Auditors Report on Internal Financial Controls as required under Clause (i) of sub-section 3 of Section 143 of the Act is annexed with the Independent Auditors’ Report.
14. Annual Return:
In terms of Section 134(3)(a) read with Section 92(3) of the Act, the copy of Annual Return for the Financial Year 2025-26 is placed on the website of the Company at the link
https://www.lgbforge.com/images/pdf/Annual%20Retturn-25-26.pdf
15. Board and Committee Meetings:
The Board is constituted in accordance with the requirements of the Act read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”). The Board met five (5) times during the financial year 2025-26, and a separate meeting of the Independent Directors was also held. Details of these meetings are provided in the Report on Corporate Governance, which forms part of this Annual Report. The maximum interval between any two meetings did not exceed the limits prescribed under the Act and the Listing Regulations as amended.
The Board has constituted committees in compliance with the requirements of the Act. Details regarding the composition and meetings of the Audit Committee, Nomination and Remuneration Committee, and Stakeholders Relationship Committee are included in the Corporate Governance Report.
16. Compliance with Secretarial Standards:
The Directors have devised proper system to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively. Further, the Company has duly complied with all the applicable provisions of Secretarial Standards on the meeting of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI).
17. Directors’ Responsibility Statement
The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the Act, in the preparation of annual accounts for the year ended on March 31, 2026 and confirm that:
a. In the preparation of the annual accounts, for the financial year 2025-26, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b. 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 at the end of the financial year March 31, 2026, and of the profit of the Company for that period;
c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. the directors have prepared the annual accounts on going concern basis;
e. the directors have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and
f. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
18. Directors and Key Managerial Personnel:
Re-appointment of Director liable to retire by rotation
In terms of Section 152 of the Act and the Articles of Association of the Company, Smt. Rajsri Vijayakumar (DIN: 00018244), Director of the Company, who has served longest in the office, retires by rotation at the ensuing Annual General Meeting (“AGM”) and being eligible, has offered herself for re-appointment.
A resolution seeking members’ approval for her re-appointment along with other required details forms part of the Notice convening the 20th AGM of the Company.
Appointment of Directors
There were no appointment of Directors during the year under review,
Cessation of Directors
Sri. V Ragupathi (DIN: 01712288), Non-Executive Non-Independent Director of the Company, retired from the duties of the Board w.e.f. close of business 27th October 2025. The Board recalled the efforts and valuable contributions rendered by him during his association with the Company and placed on record their sincere appreciation to Sri. V Ragupathi.
Key Managerial Personnel:
Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company are as given herein below:
• Smt. Rajsri Vijayakumar (DIN: 00018244) - Managing Director
• Sri. A. Sampath Kumar (DIN: 00015978) - Whole Time Director
• Smt. Geetha Manjari - Chief Financial Officer upto March 10, 2026
• Sri. Venkatesan N - Chief Financial Officer w.e.f March 11, 2026
• Smt. Narmatha G K - Company Secretary and Compliance Officer
During the year under review, Smt. Geetha Manjari who was appointed as the Chief Financial Officer of the Company, had relinquished her position from the Company with effect from March 10, 2026 due to personal reasons and Sri. Venkatesan N has been appointed as the Chief Financial Officer of the Company with effect from March 11, 2026. There has been no change in the Key Managerial Personnel, except the changes mentioned herein above.
19. Declaration of Independent Directors:
The Company has received the necessary declarations from each Independent Director in accordance with Section 149(7) of the Act and Regulations 16(1)(b) and 25(8) of the Listing Regulations, that he/she meets the criteria of independence as laid out in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. And there has been no change in the circumstances affecting their status as independent directors of the Company.
20. Familiarization Programme:
The Familiarization programme enable the Independent Directors to understand the Company’s business and operations in depth and to familiarize them with the process and functionaries of the Company and to assist them in performing their role as Independent Directors of the Company.
The Company regularly provides orientation and business overviews to its Directors by way of detailed presentations. The details of the familiarisation programmes for Independent Directors are posted on the website of the Company and can be accessed at: https://www.lgbforge.com/images/pdf/FamPrgFY2025-26.pdf
21. Statement Regarding Opinion of the Board with regard to Integrity, Expertise and Experience (including the proficiency of the Independent Director):
The Board of Directors has evaluated the performance of the Independent Directors appointed during the financial year 2025-26 and is of the opinion that they possess the requisite integrity, expertise, experience (including proficiency), and independence, and that they fulfil the conditions specified under the Act and the applicable rules made thereunder.
22. Annual Evaluation of the Performance of the Board, its Committees and of Individual Directors:
Pursuant to the provisions of Section 134(3)(p) and other applicable provisions of the Act and the Listing Regulations, annual evaluation of the performance of the Board, its Committees and of individual Director was done.
The evaluation of performance for the financial year 2025-26 was carried out through structured questionnaires (based on various aspects of the Board’s functioning, composition, its committees, culture, governance, execution and performance of statutory duties and obligations). The questionnaire covers all aspects prescribed by SEBI vide its circular no. SEBI/HO/CFD/CMD/ CIR/P/2017/004 dated 5th January 2017. Further, the Independent Directors, at their separate meeting held on 24th January 2026, evaluated the performance of Non-Independent Directors, the Chairperson and the overall functioning of the Board.
The Committees of the Board were evaluated based on the terms of reference specified by the Board, the frequency and effectiveness of Committee meetings, and the quality of interaction between the Committees and the Management, among other factors. Further, Schedule IV of the Act, provides that the performance evaluation of Independent Directors shall be carried out by the entire Board, excluding the Director being evaluated. The Board of Directors is satisfied that the evaluation process is robust and ensures that the performance of the Board, its committees, and individual Directors, including Independent Directors, is assessed in accordance with the applicable criteria.
23. Company’s Policy on Directors’ appointment and remuneration:
The Nomination and Remuneration Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Directors on the Board of the Company and persons holding Senior Management positions in the Company, including their remuneration and other matters as provided under Section 178 of the Act and Listing Regulations. The Policy is also available on the Company’s website
https://www.lgbforge.com/images/pdf/Policy%20on%20Nomination%20&%20Remuneration%20Committee.pdf
24. Criteria for making payment to Non-Executive Directors:
The Non-Executive Directors were not paid any remuneration except Sitting Fees for attending the Board Meetings and Audit Committee Meetings. The criteria for the same is also available in the company website at https://www.lgbforge.com/images/pdf/criteria-for-the-remuneration-of-non-executive-directors.pdf
25. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
The particulars relating to the 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 Rule 8 of the Companies (Accounts) Rules, 2014 are appended as “Annexure B” to this report.
26. Subsidiaries, Branches and Joint Ventures:
The Company does not have any subsidiary, joint venture and /or associate company during the year under review.
27. Corporate Social Responsibility:
The provisions of Section 135 of the Act, relating to Corporate Social Responsibility (CSR) are not applicable to the Company, as it does not meet the prescribed criteria in terms of net worth, turnover, or net profit during the financial year under review. Accordingly, the Company has not constituted a Corporate Social Responsibility Committee, nor has it formulated a CSR Policy.
28. Public Deposits:
The Company has not accepted any deposits from the public within the meaning of Sections 73 to 76 of the Act, and the rules made thereunder during the financial year under review. Accordingly, no amount of principal or interest was outstanding as on the date of the Balance Sheet.
29. Significant and Material Orders passed by the Regulators, Courts or Tribunals impacting the Going Concern Status and Company’s Operations in Future.
There were no significant or material orders passed by any regulatory authorities, courts, or tribunals that could impact the going concern status of the Company or its future operations.
30. Details in respect of frauds reported by Auditors under Section 143(12) of the Companies Act, 2013 other than those which are reportable to the Central Government:
During the year under review, the Statutory Auditors and the Secretarial Auditors have not reported any instances of fraud as specified under Section 143(12) of the Act to the Audit Committee.
31. Auditors:
Statutory Auditors
Pursuant to the provisions of Section 139 of the Act, read with the Companies (Audit and Auditors) Rules, 2014, the Members of the Company, at their 17th Annual General Meeting (AGM) held on September 25, 2023, approved the re-appointment of M/s. N.R. Doraiswami & Co., Chartered Accountants (Firm Registration No. 000771S), as the Statutory Auditors of the Company for a second term of five consecutive years, from the conclusion of the 17th AGM till the conclusion of the 22nd AGM. Accordingly, no resolution relating to the appointment of Statutory Auditors is included in the Notice convening the 20th AGM. As required under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Statutory Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.
Secretarial Auditor:
Pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024, and Section 204 the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Members of the Company, at their 19th Annual General Meeting (AGM) held on August 21, 2025, approved the appointment of M/s. P. Eswaramoorthy and Company, Company Secretaries in Practice (CoP No. 7069), as the Secretarial Auditors of the Company for a period of five consecutive years, from the conclusion of the 19th AGM till the conclusion of the 24th AGM. The Secretarial Audit Report in Form No. MR-3 for the financial year 2025-26 is annexed as “Annexure C” to this Report and forms an integral part thereof.
Further, the Secretarial Compliance Report for the year ended March 31, 2026, issued by the Practicing Company Secretary pursuant to Regulation 24A of the Listing Regulations, has been filed with BSE Limited. A copy of the same is also available on the Company’s website.
Internal Auditor:
Pursuant to the provisions of Section 138 of the Act read with Rule 13 of the Companies (Accounts) Rules 2014, Sri. G Jawaharlal, Chartered Accountant (Membership. No: 200/27173) has been appointed as the Internal Auditor of the Company. The Internal Auditor monitors and evaluates the efficacy and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company and makes periodic reporting of its findings to the Audit Committee of the Company.
32. Comments on Auditors’ Report:
The reports issued by M/s. N.R. Doraiswami & Co., Chartered Accountants, Statutory Auditors of the Company, and M/s. P. Eswaramoorthy and Company, Company Secretaries in Practice (CoP No. 7069), for the financial year 2025-26 form part of this Annual Report. The Notes to the Financial Statements referred to in the Statutory Auditor’s Report are self-explanatory and do not call for any further comments.
The Statutory Auditor’s Report and the Secretarial Auditor’s Report do not contain any qualification, reservation, adverse remark, or disclaimer.
33. Maintenance of Cost Records:
Pursuant to the provisions of Section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records and has accordingly maintained the same as prescribed by the Central Government. However, based on the applicable thresholds under the said Rules, the requirement for appointment of a Cost Auditor is not applicable to the Company for the financial year ended March 31, 2026.
34. Particulars of Employees and Related Disclosures:
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are forming part of the Directors’ Report for the year ended March 31, 2026 and are attached to this Report and marked as “Annexure D”.
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Management Personnel) Rules, 2014, there are no employees drawing remuneration in excess of the limits set out in the said rules.
35. Details of Application made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 during the year:
The Company has neither made any application nor is there any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (“IBC Code”) during the financial year under review, and there are no proceedings relating to the IBC Code involving the Company.
36. Management Discussion and Analysis Report:
As per Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Management Discussion and Analysis Report outlining the business of your Company forms part of this Report as “Annexure E”.
37. Corporate Governance Report:
In our continued commitment to uphold the highest standards of Corporate Governance and transparency, LGB Forge Limited diligently adheres to all the provisions of the SEBI Listing Regulations, as amended from time to time.
As per Regulation 34(3) Read with Schedule V of the Listing Regulations, a separate report on corporate governance, together with a certificate from the Company’s Secretarial Auditor confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Regulations, forms part of the Report as “Annexure F”.
38. Vigil Mechanism/Whistle Blower Policy:
Pursuant to the provisions of Sections 177(9) and (10) of the Companies Act, 2013 read with Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism through a Whistle Blower Policy.
The details of the Whistle blower Policy have been disclosed in the Corporate Governance Report and the same is available on the website of the Company at https://www.lgbforge.com/images/pdf/whistle-blower-policy.pdf.
39. Human Resource:
The Company considers its employees to be its most valuable resource and recognizes that a conducive work environment is key to achieving organizational objectives and sustaining competitiveness. The Human Resources function focuses on ensuring equitable compensation and benefits, while actively fostering employee engagement and retention.
Employee safety and well-being continue to be of paramount importance to the Company. Ongoing efforts are undertaken to implement and strengthen safety standards and precautionary measures across all plant locations.
40. 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.
41. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:
The Company has adopted a Policy on Prevention, Prohibition, and Redressal of Sexual Harassment at the 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. An Internal Complaints Committee has been duly constituted in compliance with the Act.
The Policy provides a robust framework for the prevention and redressal of sexual harassment, thereby promoting a safe, secure, and respectful workplace environment. During the financial year 2025-26, no complaints of sexual harassment were received by the Company.
42. Acknowledgment:
The Board of Directors places on record its sincere appreciation for the unwavering commitment, dedication, and hard work of the Company’s employees. It also gratefully acknowledges the continued support and cooperation extended by banks, government authorities, customers, and all stakeholders. The Board expresses its deep gratitude to the shareholders for their continued trust, confidence and support in the Company.
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