LGB Forge Ltd Directors Report

DEAR SHAREHOLDERS,

Your Directors have pleasure in presenting their 18^th Annual Report on the business operations, along with the audited financial statements of your Company for the year ended March 31, 2024.

1. Financial Results:

The key highlights of the audited financial statements of your Company for the financial year ended March 31, 2024, in comparison with the previous financial year ended March 31, 2023 are summarized below: in Lakhs

Particulars	As on March 31, 2024	As on March 31, 2023
Profit / (Loss) before Tax (After Exceptional items)	(562.34)	(886.11)
Less : Current Tax	-	-
Deferred Tax	-	-
Profit from Continuing Operations	(562.34)	(886.11)
Profit from Discontinued Operations (Net of Tax)	(424.40)	(44.37)
Total Profit / (Loss) attributable to the Company	(986.74)	(930.48)
Appropriations :
Transferred to Retained Earnings	(986.74)	(930.48)

2. Review of Operations:

The highlights of the Companys performance for the year ended March 31, 2024 are as under:

Revenue from operations and other income for the financial year under review were 10,941.48 Lakhs as against 11,760.22 Lakhs for the previous financial year resulting in decrease by 6.96 %. The profit/(loss) before tax and exceptional item was ( 986.74) Lakhs and the profit/(loss) after tax was ( 986.74) Lakhs for the financial year under review as against ( 930.48) Lakhs and ( 930.48) Lakhs respectively for the previous financial year.

3. Transfer to Reserve:

Your Company does not propose to carry any amount to reserves during the financial year ending March 31, 2024.

4. Sale of Machining Division in Pondicherry:

Your Company has received approval from its Board of Directors in their meeting held on November 27, 2023 and approval from the Shareholders through Postal Ballot on December 28, 2023 for sale of Pondicherry Machining Division at R.S.No.74/2B, Madukarai Main Road, Mangalam, Villianur Commune, Puducherry – 605110 through Slump Sale to M/s. L.G. Balakrishnan & Bros Limited on a going concern basis.

5. Dividend:

The Board of Directors does not recommend any dividend for the year 2023-24.

6. Transfer to Investor Education and Protection Fund ("IEPF"):

Your Company has not declared any dividend from the date of incorporation and hence the unclaimed dividend liable to be transferred to IEPF is not applicable to the Company.

7. Share Capital:

The authorised share capital of the Company as on March 31, 2024 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, 2024 was 23,82,02,463/- comprising of 23,82,02,463 equity shares of Re.1/- each.

There was no public issue, rights issue, bonus issue or preferential issue, etc. during the year under review. The Company has not issued shares with differential voting rights, sweat equity shares, neither has it granted any employee stock options nor issued any convertible securities.

8. Number of Meetings of the Board:

The Board met six times during the financial year ended March 31, 2024. The said meetings were held on May 15, 2023, August 10, 2023, August 29, 2023, November 09, 2023, November 27, 2023 and February 07, 2024. The Corporate Governance Report has details of these meetings. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

9. 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 Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) on the meeting of the Board of Directors (SS-1) and General Meetings (SS-2).

10. Directors and Key Managerial Personnel:

As on March 31, 2024, the Board of Directors of the Company comprises of nine members viz.,

Two Executive Directors (Smt. Rajsri Vijayakumar, Managing Director and Sri. A. Sampath Kumar, Whole Time Director), Two Non-Executive Directors (Sri. B. Vijayakumar and Sri. V. Ragupathi) and Five Independent Directors (Sri. P. Shanmugasundaram, Sri. P.V. Ramakrishnan, Sri. Prem Kumar Parthasarathy,Sri. Sajeev Mathew Rajan and Sri. Murugesa Saravana Marthandam) There was no change in the Directors during the financial year.

Director Retiring by Rotation:

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013 and the Companys Articles of Association, Sri. B. Vijayakumar (DIN: 00015583) retires by rotation and being eligible, offers himself for re-appointment. A resolution seeking shareholder approval for his reappointment forms part of the Notice of the Annual General Meeting. The Board of Directors recommend his re-appointment.

Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Companies Act, 2013, 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 _Sri. K. Maheswaran – Company Secretary and Compliance Officer upto May 20, 2023.

_Smt. K. Kousalya – Company Secretary and Compliance Officer with effect from August 29, 2023.

During the year under review, Sri. K. Maheswaran (Membership No. A29730) who was appointed as the Company Secretary and Compliance Officer of the Company, has resigned the Company with effect from May 20, 2023 due to personal reasons and Smt. K. Kousalya (Membership No. A68426) has been appointed as the Company Secretary and Compliance Officer of the Company with effect from August 29, 2023. There has been no change in the Key Managerial Personnel, except the changes mentioned herein above.

22 LGB FORGE LIMITED

11. Familiarization Programme:

The Company has a familiarization programme for Independent Directors under Regulation 25(7) of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations,2015,asamended. Itaimsto provide Independent Directors Company insight to enable understanding of the business in depth and contribute significantly to the Company. Overview and details of the programme for Independent Directors have been updated on the Company Website at https://www.lgbforge.com/images/pdf/FamiliarisationProgramme2023-24.pdf.

12. Declaration given by Independent Directors:

All the Independent Directors of the Company have given their declaration under Section 149(7) of the Companies Act, 2013, confirming that comply with the criteria of Independence as laid down in Section 149(6) of the Companies Act, 2013 read with applicable schedule and rules issued thereunder and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, SEBI (LODR) (Third Amendment) Regulations, 2021 and its corrigendum effective from January 01, 2022 and that their name is included in the Databank as per Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, for being an Independent Director of the Company.

13. Statement Regarding Opinion of the Board with regard to Integrity, Expertise and Experience (including the proficiency of the Independent Director):

The Board of Directors have evaluated the Independent Directors during the year 2023-24 and opined that the integrity, expertise and experience (including proficiency) of the Independent Directors is satisfactory.

14. Directors responsibility statement as required under Section 134(5) of the Companies Act, 2013:

Under Section 134(5) of the Companies Act, 2013, the Directors confirm that: a) For the preparation of the annual financial statements, the applicable accounting standards were followed, accompanied by a proper explanation relating to material departures. b) Accounting policies were selected and applied consistently; fair judgment was used, and prudent estimates made to give an accurate view of the Companys state of affairs at the end of the financial year, and its profit and loss for that period. c) Proper and sufficient care was taken for maintaining adequate accounting records as per provisions of this Act to safeguard the Companys assets to prevent and detect fraud and other irregularities. d) Annual Financial Statements were prepared on a going concern basis. e) The Company laid down Internal Financial Controls and that such internal financial controls are adequate and these were operating effectively and f) Proper systems were devised to ensure compliance with all applicable laws, and such systems were adequate and operating effectively.

15. Annual Evaluation of the Performance of the Board, its Committees and Individual Directors:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually and the Committees of the Board.

A structured questionnaire was prepared after taking into consideration inputs received from Directors, covering aspects of the Boards functioning such as adequacy of the Composition of the Board and its Committees, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of the Individual Directors including the Chairman of the Board. Further, the Independent Directors, at their separate meeting held during the year 2023-24 has evaluated the performance of the Board as whole, its Chairman and Non-Executive Non-Independent Directors and other items as stipulated under Schedule IV of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

The Committees of the Board were evaluated based on the terms of reference specified by the Board to the said Committee, frequency and effectiveness of Committee meetings, quality of relationship of the Committee and the Management etc. The Board of Directors were satisfied with the evaluation process which ensured that the performance of the Board, its Committees, Individual Directors including Independent Directors adheres to their applicable criteria.

16. Policy on Directors appointment and remuneration:

The Company has a policy in place on Directors appointment and remuneration, including criteria for determining qualification, positive attributes, independence of a Director and other matters as required under Section 178(3) of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. The Policy can be accessed on the Companys website at https://www.lgbforge.com/images/pdf/nomination-and-remuneration-policy.pdf. The salient features of the Policy have been disclosed in the Corporate Governance Report forming an integral part of this report.

17. 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 is also mentioned in the company website at https://www.lgbforge.com/images/pdf/criteria-for-the-remuneration-of-non-executive-directors.pdf.

18. Annual Return:

The Annual Return in form MGT-7 for the financial year ended March 31, 2024, as prescribed under Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, as amended, is disclosed on the website of the Company www.lgbforge.com.

19. Statutory Auditors:

As per Section 139 of the Companies Act, 2013, read with Companies (Audit and Auditors) Rules, 2014, the Members of the Company at their 17^th Annual General Meeting (17^th AGM) held on September 25, 2023 had approved the re-appointment of M/s. N.R. Doraiswami & Co., Chartered Accountants (Firm Registration No. 000771S) as the Statutory Auditors of the Company to hold such office for a second term of five consecutive years from the conclusion of the 17^th AGM till the conclusion of the 22^nd AGM. Accordingly, no resolution for appointment of statutory auditor is included in the Notice convening the 18^th Annual General Meeting.

20. Explanation or Comments on Qualification, Reservation or Adverse Remarks or Disclaimers made by the Statutory Auditors:

The report issued by M/s. N.R. Doraiswami & Co., Chartered Accountants, Statutory Auditors on the Financial Statements of your company for the financial year 2023-24 is part of the Annual Report. The Notes on the Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any comments. The Auditors Report does not contain any qualification, reservation or adverse remark or disclaimer.

21. 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, the Statutory Auditors had not identified or reported any instances of fraud under sub-section (12) of Section 143 of the Companies Act, 2013.

22. Maintenance of Cost Records:

Pursuant to the provisions of Section 148(1) of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records. Accordingly, the company has duly made and maintained the cost records as prescribed by the Central Government. However, there is no such requirement for appointment of cost auditor for the financial year ended March 31, 2024.

23. Secretarial Audit Report:

Pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed M/s. P. Eswaramoorthy and Company, Company Secretaries in Practice (CP No. 7069) as the Secretarial Auditors of the Company in the Board Meeting held on May 28, 2022 for the financial year 2022-23 and subsequent financial years. The Company has obtained Secretarial Audit Report in the prescribed Form MR-3 from Sri. P. Eswaramoorthy, Proprietor of M/s. P. Eswaramoorthy and Company (FCS No. 6510, CP No. 7069) and the same is annexed and forms part of this Report in Annexure – A.

With respect to the observations of the Secretarial Auditor of the Company in his report, your Directors wish to state that necessary steps has been initiated to ensure compliance with all applicable statutory requirements.

Further, the Board of Directors has appointed M/s. P. Eswaramoorthy and Company, Practising Company Secretaries, Coimbatore as the Secretarial Auditors to carry out the Secretarial Audit for the financial year 2024-25 pursuant to Section 204 of the Companies Act, 2013 read with the relevant Rules made thereunder and the SEBI (LODR) Regulations, 2015.

24. Particulars of loans, guarantees or investments:

During the financial year ended March 31, 2024, the Company has not given any loan to any person, given any guarantee or provided security to any other body, corporate or person in connection with a loan. It has not acquired through subscription, purchase or otherwise the securities of any other body corporate. The Company has not made any investments as specified under Section 186 of the Companies Act, 2013.

25. Particulars of contracts or arrangements with related parties:

During the financial year 2023-24, all the contracts / arrangements / transactions entered by the Company with related parties were on an arms-length basis and in the ordinary course of business and were approved by the Audit Committee. Further, during the reporting period, the Company has entered into material related party transactions with M/s. L.G. Balakrishnan & Bros Limited. However, the aforesaid transactions fall within limits approved by the shareholders on January 08, 2023 (by way of Postal Ballot), September 25, 2023 (Annual General Meeting) and December 28, 2023 (by way of Postal Ballot). There are no materially-significant related party transactions made by the Company with Directors, key management personnel, senior management personnel, or other designated persons, which may have a potential conflict with the Companys interests at large. All related party transactions are placed before the Audit Committee and the Board of Directors for their prior approval.

The transactions entered pursuant to the omnibus approval so granted are tracked and verified. A statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval every quarter. The policy on Materiality of Related Party Transactions, as approved by the Board of Directors, is available on the Companys website: https://www.lgbforge.com/images/pdf/Policy-on-related-party-transactions.pdf.

None of the Directors have any pecuniary relationship(s) or transaction(s) vis-?-vis the Company. The particulars of Material Related Party Transactions which are at arms length basis is provided in Form AOC-2 and the same is annexed to the Boards Report as Annexure – B and also disclosed in the Notes to the Financial Statements.

26. Policy for determining material subsidiaries:

The company does not have a subsidiary company and hence the requirement of a policy determining material subsidiary is not required.

27. Material changes and commitments, if any, affecting the financial position of the Company:

No material changes or commitments affecting the financial position of the Company have occurred between the end of the financial year to which the Companys financial statements relate and the date of the report.

28. Conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is furnished in Annexure - C attached to this report.

29. Risk management:

The Company has adequate risk management approach which includes collective identification of risks impacting the companys business and documents their process of identification, mitigation and optimization of such risks.

30. Corporate Social Responsibility:

According to Section 135 of the Companies Act, 2013, the Company has not crossed the threshold limit and hence there is no requirement for our Company to constitute the Corporate Social Responsibility Committee and for framing the CSR Policy. Hence, the requirement to furnish the details under Section 134(3)(o) of the Companies Act, 2013 does not arise.

31. Public Deposits:

The Company has not accepted or renewed any public deposits and as such, no amount of principal or interest was outstanding on the Balance Sheet as of date.

32. Significant and Material Orders passed by the Regulators, Courts or Tribunals impacting the Going Concern Status and Companys Operations in Future:

There are no significant and material orders passed by the regulators or courts or tribunals that may impact the Company as a going concern and/or its operations in future.

33. Details of Application made or any proceedings 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.

34. 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 reasons thereof:

The Company has not made any one-time settlement during the financial year 2023-24 with Banks or Financial Institution and hence the disclosure under this clause is not applicable.

35. Adequacy of Internal Financial Controls:

Your Company has established adequate internal control procedures, commensurate with the nature of its business and size of its operations. The Company maintains all its records in the SAP System and the work flow and approvals are routed through SAP.

The internal control system is designed to identify and help mitigate risk and improve the Companys overall internal controls and to ensure that all financial and other records are reliable for preparing financial statements and for maintaining accountability of assets. The Company has appointed Internal Auditors to observe the Internal Controls, whether the work flow of organization is being done through the approved policies of the Company. In every Quarter during the approval of Financial Statements, Internal Auditors will present the Internal Audit Report and Management Comments on the Internal Audit observations. 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.

36. Disclosure under Section 197(12) and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

In accordance with the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement containing the names of top 10 employees in terms of remuneration drawn during the financial year and that of every employee employed throughout the financial year and in receipt of a remuneration of 1.02 Crores or more per annum or employed for part of the financial year and receipt of 8.50 Lakhs per month is annexed and forms a part of this Report in Annexure – D and the ratio of remuneration of each Director to that of median employees remuneration, as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is part of this Report in

Annexure – D.

37. Subsidiaries, Branches and Joint Ventures:

The Company does not have any subsidiaries or branches as on the financial year ended March 31, 2024.

The Company does not have any joint ventures or associate companies during the reporting period.

38. 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 March 31, 2024.

39. 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.

40. Corporate Governance Report:

A separate section on Corporate Governance, which is a part of the Boards Report and the certificate from the Companys Secretarial Auditors confirming compliance with Corporate Governance norms as stipulated under Regulation 34(3) read with Part C of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, are included in the Report as Annexure – F. The Company has taken adequate steps for strict compliance with Corporate Governance guidelines as amended from time to time.

41. Audit Committee:

Audit Committee of the Company meets the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of the composition and other requisite information of the Audit Committee as required under the provisions of Section 177(8) of the Companies Act, 2013 are given in the Corporate Governance Report which forms part of this annual report. During the year, the Board accepted all the recommendations of the Audit Committee.

42. Vigil Mechanism:

The Company has formulated and adopted a vigil mechanism that provides a mechanism to report violations, any unethical behaviour, suspected or actual fraud, violation of the Companys Code of Conduct, including providing adequate safeguards against victimisation. Further, it is stated that the Company has provided direct access to the Chairman of the Audit Committee under the whistle blower mechanism. During the financial year 2023-24, no case was reported under Whistle Blower Policy of the Company. 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.

43. Listing of Equity Shares:

The Companys equity shares continue to be listed at National Stock Exchange of India Limited and BSE Limited and details of listing have been given in the Corporate Governance Report forming part of this Report. The Company confirms that the Listing fee for the financial year 2024-25 has been paid to them.

Pursuant to the approval of the Board of Directors of the Company at its meeting held on May 22, 2024, your Company shall take necessary steps to file an application to National Stock Exchange of India Limited ("NSE") for voluntary delisting of its equity shares from the NSE in terms of Regulation 5 and 6 of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 ("SEBI Delisting Regulations").

44. Human Resource:

Your Company firmly believes that employees are its most valued resource, and their efficiency plays a key role in achieving defined goals and building a competitive work environment. Many initiatives have been taken to support business through organizational efficiency, process change support and various employee engagement programmes which has helped the organization achieve higher productivity levels. Your company realizes that it has to re-orient its organization as the dynamics of business are changing fast. In its pursuit of attracting, retain and develop best available talents, several programmes are regularly conducted at various levels across the Company. Employee relations continued to be cordial and harmonious across all levels and at all the units of the Company.

45. Insurance:

The Companys plants, properties, equipments 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.

46. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company is committed to creating a healthy working environment that enables employees to work without fear of prejudice and gender bias. The Company has duly constituted an Internal Complaints Committee (ICC), in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The ICC has been set up to redress any complaints received regarding sexual harassment and meets periodically. The Company has in place an Anti-Sexual Harassment Policy and it covers all employees of the Company. The ICC did not have any complaints at the beginning of the year and no complaints were received during the financial year 2023-24.

47. Acknowledgment:

The Board of Directors take this opportunity to place on record their appreciation to all the Stakeholders of the Company, viz., customers, banks, regulators, suppliers, State Government, Central Government and other business associates for the support received from them during the year under review. The Directors also wish to place on record their deep sense of gratitude and appreciation to all the employees for their commitment and contribution towards achieving the goals of the Company. The Directors wish to record their appreciation of business constituents like SEBI, NSE, BSE, NSDL, CDSL, etc., for their continued support for the Companys growth. The Directors also thank investors for their continued faith in the Company.

	For and on behalf of the Board of Directors
	B. VIJAYAKUMAR	RAJSRI VIJAYAKUMAR
Place : Coimbatore
	Chairman & Non-Executive Director	Managing Director
Date : May 22, 2024	DIN: 00015583	DIN: 00018244