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INDIAN ACCOUNTING STANDARDS (IND AS)

The Company had adopted Ind AS with effect from 1st April, 2017 pursuant to the Ministry of Corporate Affairs notification dated 16th February, 2015 notifying the Companies (Indian Accounting Standard) Rules, 2015.

PERFORMANCE OF THE COMPANY

The Company has achieved total revenue of RS.11,760 LAKHS as compared to RS.13,071 LAKHS in the previous year. During the year under review, the Company has incurred a NET LOSS OF (RS.930) LAKHS as against the NET PROFIT OF RS.344 LAKHS in the previous year.

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 2023.

TRANSFER TO RESERVES

The Company has not transferred any amount to Reserves during the year due to loss inadequacy of profit and hence no information as per the provisions of Section 134(3)(j) of the Companies Act, 2013 has been furnished.

DIVIDEND

The Board of Directors does not recommend any dividend for the year 2022-23.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The 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.

SHARE CAPITAL

The paid-up share capital of the Company as at 31st March, 2023 aggregates to Rs.238,202,463/- comprising of 238,202,463 equity shares of RE.1/- each fully paid up.

During the year under review there was no public issue, rights issue, bonus issue, etc. The Company has not issued shares with differential voting rights, sweat equity shares, nor has it granted any employee stock options nor issued any convertible securities.

WEB LINK OF ANNUAL RETURN

The Annual Return of the Company for the financial

year 2022-23 as required under Section 92(3) of the Companies Act, 2013 is available on the website of the Company and can be accessed on the Company's website at http://www.lgbforge.com/annual-return.html

UTILISATION OF ISSUE PROCEEDS

There has been no deviation in the utilization of Rights Issue proceeds from the objects as stated in the Letter of Offer dated 17th January 2019.

BOARD MEETINGS CONDUCTED DURING THE PERIOD UNDER REVIEW

During the period under review, the Board has met EIGHT TIMES. A detailed update on the Board, its composition and attendance of the Directors at each meeting is provided in the Corporate Governance Report.

The Board has constituted three committees, namely,

Audit Committee, Nomination and Remuneration Committee and Stakeholders' Relationship Committee in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All recommendations made by the Committees of the Board, including the Audit Committee were accepted by the Board.

A detailed chart including terms of reference of various Board constituted Committees, number of Committee meetings held during the financial year 2022-23 and attendance of members at each meeting, are disclosed in the Corporate Governance Report which forms part of this Directors' Report.

STATEMENT ON COMPLIANCE WITH SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and these systems are adequate and operating effectively. The Company has duly complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors (SS-1) and General Meetings (SS- 2).

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended on 31ST MARCH 2023, the

Board of Directors hereby confirms that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed and there is no material departure.
2. such accounting policies have been selected and applied consistently and the Directors 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 and of the profit of the Company for that period.
3. Proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
4. The annual accounts of the Company have been prepared on a going concern basis.
5. Internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively.
6. A proper system has been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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

There was no instance of fraud identified or reported by the Statutory Auditors during the course of their audit pursuant to Section 143(12) of the Companies Act, 2013.

DECLARATION BY INDEPENDENT DIRECTORS

The Board of Directors has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under sub-Section (6) of Section 149 of the Companies Act, 2013 and under Regulation 16(1)(b) read with Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and that their name is included in the data bank as per Rule 6(3) of the Companies (Appointment

and Qualification of Directors) Rules, 2014. During the year, the Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board of Directors and Committee(s). The details of remuneration and/ or other benefits of the Independent Directors are mentioned in the Corporate Governance Report, which forms part of this Directors' Report.

STATEMENT REGARDING THE OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR.

The Board of Directors opined that the integrity, expertise, and experience (including proficiency) of the Independent Directors is satisfactory.

FAMILIARIZATION PROGRAMMES

In compliance with the requirements of the SEBI Listing Regulations, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their roles, rights and responsibilities as Independent Directors, the working of the Company, nature of the industry in which the Company operates, business model and so on. The same is also available on the Company website at www.lgbforge.com.

COMPANY'S POLICY RELATING TO DIRECTOR'S APPOINTMENT, PAYMENT OF REMUNERATION AND OTHER MATTERS PROVIDED UNDER SECTION 178(3) OF THE COMPANIES ACT, 2013

The Company pursuant to the provisions of Section 178 of the Companies Act, 2013 and in terms of Regulation 19(4) of the SEBI Listing Regulations has formulated a policy on Nomination and Remuneration for its Directors, Key Managerial Personnel, and senior management which inter-alia provides the diversity of the Board and provides the mechanism for performance evaluation of the Directors. The salient features of the said policy have been outlined in the Corporate Governance Report which forms part of this Report, and the said policy can also be accessed on the Company's website at http://www.lgbforge.com/images/pdf/nomination-and- remuneration-policy.pdf

1. There is no qualifications, reservations or adverse remarks or disclaimers made by M/s. NRD and Associates, Statutory Auditors.
2. 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.

(1) OF SECTION 148 OF THE COMPANIES ACT, 2013

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 mandated by the Central Government.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the financial year ended 31ST MARCH 2023, the Company has not given any Loan or made any investment or given any guarantee or security pursuant to the provision of Section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered into with related parties as defined under the Companies Act, 2013 during the financial year 2022-23 were in the ordinary course of business and on an arm's length basis. Details of the transactions with Related Parties are provided in the accompanying financial statements. Since there is no transactions which is not on an arm's length basis and material in nature, the requirement of disclosure of such related party transactions in Form AOC 2 does not arise. The details of RPT effected during the year are disclosed in the notes to the financial statements.

Prior omnibus approval of Audit Committee has been obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The policy on materiality of Related Party Transactions and dealing with related party transactions as approved by the Board may be accessed on company's website at http://www.lgbforge.com/images/pdf/related-party- transactions-policy.pdf

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN 31ST MARCH 2023 AND THE DATE OF THE REPORT

There were no material changes and commitments affecting the financial position of the Company that occurred between the end of financial year 31st March 2023 to which these financial statements relate and the date of this Report.

CONSERVATION OF ENERGY, 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 - A attached to this report.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Board of Directors of the Company has formulated a Risk Management Policy which aims at enhancing Shareholder's value and providing an optimum risk- reward trade off. The risk management approach is based on the clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation reserves.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

According to Section 135 of the Companies Act, 2013, no requirement for our Company to constitute the CSR 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.

ANNUAL EVALUATION OF THE BOARD ON ITS OWN PERFORMANCE AND OF THE INDIVIDUAL DIRECTORS AND COMMITTEES

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 Board's 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. The Directors' performance was evaluated on parameters such as level of engagement and contribution in safeguarding the interest of the Company etc.

The performance evaluation of the Independent Directors was carried out by the entire Board. Further the performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors.

RE-APPOINTMENT OF DIRECTOR LIABLE TO RETIRE BY ROTATION.

Smt. Rajsri Vijayakumar has been appointed as Non- Executive Director on the Board w.e.f 27TH OCTOBER 2021. Further to that, during the year the members of the Company has appointed Smt. Rajsri Vijayakumar (DIN: 00018244) as Managing Director of the Company for a period of three years with effect from 16th February 2023, through a special resolution passed by postal ballot.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Smt. Rajsri Vijayakumar, (DIN: 00018244) director being longest in the office, is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible has offered herself for re-appointment. The necessary agenda for

her reappointment is included in the Notice of AGM seeking the approval of Members. The Board of Directors has also recommended her re-appointment for your approval. The retirement by rotation and reappointment of Smt. Rajsri Vijayakumar does not mean there is a break in her appointment as Director.

APPOINTMENT OF DIRECTORS

On recommendation of Nomination and Remuneration Committee and approval of the Audit Committee, the Board appointed SMT. RAJSRI VIJAYAKUMAR (DIN:00018244) AS MANAGING DIRECTOR AND SRI.A. SAMPATH KUMAR (DIN:01712288) AS WHOLE TIME DIRECTOR OF THE COMPANY W.E.F 16TH FEBRUARY 2023.

CESSATION

During the year under review, SRI. V. RAJVIRDHAN, (DIN:00156787) Director of the company was retired by rotation at the 16th Annual General Meeting due to lack of obtaining majority votes Sri. J. Prakash and Smt. S.G. Prabhavathy have resigned from the Board w.e.f 28th May 2022.

The Board places on record its appreciation for the invaluable contribution and guidance rendered by Sri. V. Rajvirdhan, Sri. J. Prakash and Smt. S.G. Prabhavathy

KEY MANAGERIAL PERSONNEL

Pursuant to provisions of Section 203 of the Companies Act, 2013, the key managerial personnel of the Company as on 31st March 2023 are: Smt. Rajsri Vijayakumar (DIN: 00018244), Managing Director, Sri. A. Sampath Kumar (DIN: 00015978), Executive Director, Sri. K. Maheswaran, Company Secretary and Smt. Geetha Manjari, Chief Financial Officer.

During the year under review:

SMT. GEETHA MANJARI was appointed as Chief Financial Officer of the Company w.e.f 01st June 2022.

SRI. K. MAHESWARAN was appointed as Company Secretary of the Company w.e.f 25th June, 2022 and he has expressed his unwillingness to continue in the service of the Company and tendered his resignation on 18th March, 2023. The Company has relieved him from the services w. e. f 20th May 2023.

SRI. A. KAMAL BASHA was appointed as

CHIEF EXECUTIVE OFFICER of the Company w. e. f 05th December 2022 and he has expressed his unwillingness to continue in the service of the Company and resigned

w. e. f 06th MARCH 2023. The Board has also accepted the resignation.

SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

The Company has no subsidiary, Joint Venture, or Associate Companies during the year under review and hence no information required to be furnished as per the provisions of rule 8(5)(iv) of the Companies(Accounts) Rules, 2014.

FIXED DEPOSITS

During the year, the Company has not accepted or renew any Fixed Deposits and no Fixed Deposits remained unclaimed with the company as on 31ST MARCH 2023.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

No Significant and Material orders have been passed by any Regulatory or Court or Tribunal which can have an impact on the going concern status and the Company's operations in future.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has implemented and evaluated the Internal Financial Controls which provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes and policies, safeguarding of assets, prevention and detection of frauds, accuracy and completeness of accounting records.

The Directors and Management confirm that the Internal Financial Controls (IFC) is adequate with respect to the operations of the Company. A report of Auditors pursuant to Section 143(3) (i) of the Companies Act, 2013 certifying the adequacy of Internal Financial Controls is annexed with the Auditor's report.

STATUTORY AUDITORS

Pursuant to provisions of Section 139 of the Act and Rules there under, M/s. N. R. Doraiswami & Co, Chartered Accountants (Firm Registration No. 000771S), the

Statutory Auditors of the Company, hold office up to the conclusion (Seventeenth) 17th Annual General Meeting.

Consequently, M/s. N. R. Doraiswami & Co, Chartered Accountants (Firm Registration No. 000771S) complete their first term of five consecutive years as the Statutory Auditors of the Company at the conclusion of the ensuing 17th AGM of the Company.

Pursuant to Section 139(2) of the Act, the Company can appoint an auditor's firm for a second term of five consecutive years.

M/s. N. R. Doraiswami & Co, Chartered Accountants (Firm Registration No. 000771S), have consented to the said reappointment, and confirmed that their reappointment, if made, would be within the limits specified under Section 141(3)(g) of the Act. They have further confirmed that they are not disqualified to be reappointed as statutory auditor in terms of the provisions of the Act, and the provisions of the Companies (Audit and Auditors) Rules, 2014, as amended from time to time. The audit committee and the board of directors recommend the reappointment of M/s. N. R. Doraiswami & Co, Chartered Accountants (Firm Registration No. 000771S), as statutory auditors of the Company for a further period of 5 (five) years from the conclusion of the 17th AGM till the conclusion of 22nd AGM, subject to the approval of the Members in the ensuing Annual General Meeting of the Company.

M/s. N. R. Doraiswami & Co, Chartered Accountants (Firm Registration No. 000771S) have also confirmed that they have subjected 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.

The Auditors' Report for the financial year 2022-23 does not contain any qualification, reservation, adverse remark or disclaimer.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed Sri. P. Eswaramoorthy of M/s. P. Eswaramoorthy And Company, Company Secretaries as Secretarial Auditor to conduct the

Secretarial Audit of the Company for the Financial Year ended 31ST MARCH 2023.

The Secretarial Audit Report along with the certificate of non-disqualification of Directors for the Financial Year ended 31st March 2023 in Form No.MR-3 is annexed to this Report as ANNEXURE - B.

PARTICULARS OF EMPLOYEES

The disclosure 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, is annexed as ANNEXURE – C to this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per requirements of Listing Regulations, a detailed review of the developments in the industry, performance of the Company, opportunities and risks, internal control systems, outlook etc. of the Company is given under the head Management Discussion and Analysis Report, which forms part of this Annual Report as ANNEXURE - D.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has an Internal Compliant Committee as required to be formed under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder which were notified on 9th December 2013.

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition, and Redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

During the period under review there was no complaint from any employee and hence no complaint is outstanding as on 31st March 2023 for redressal.

CORPORATE GOVERNANCE

A report on Corporate Governance is annexed as ANNEXURE - E and forms part of this report. The Company has complied with the conditions relating to

Corporate Governance as stipulated in Regulation 27 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

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 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 under review, the Board has accepted all the recommendations of the Audit Committee.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has provided for adequate safeguards to deal with instances of fraud and mismanagement and to report concerns about unethical behavior or any violation of the Company's code of conduct. The policy can be accessed on the Company's website at http://www.lgbforge.com/images/pdfs/whistleblower- policy.pdf

CEO/CFO CERTIFICATION

As required under SEBI (Listing Obligations and Disclosure Requirements) Rules, 2015, the Director, Chief Executive Officer and the Chief Financial Officer have furnished the necessary certificate to the Board on the financial statements presented.

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.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR

No application has been made and no proceedings are pending against the Company under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF THE DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONETIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

The disclosure under this clause is not applicable as the Company has not undertaken any one-time settlement with the banks or financial institutions.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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 Company has appointed Internal Auditors to observe the Internal Controls, whether the works 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; and

The Board of Directors of the Company have adopted various policies like Related Party Transactions Policy, Whistle Blower Policy, Policy to determine Material Subsidiaries and such other procedures for ensuring the orderly and efficient conduct of its business for 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.

LISTING OF EQUITY SHARES

The Company's equity shares continue to be listed at National Stock Exchange of India Limited and BSE Limited. We confirm that the Listing fee for the financial year 2023-24 has been paid to them.

ACKNOWLEDGEMENT

The Board of Directors take this opportunity to place on record their appreciation to all the Stakeholders of the Company, viz., customers, investors, banks, regulators, suppliers, 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.

By Order of the Board

Place : Coimbatore Date : 15.05.2023

Rajsri Vijayakumar MANAGING DIRECTOR DIN:00018244

P.Shanmugasundaram INDEPENDENT DIRECTOR DIN:00119411