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DEAR SHAREHOLDERS,

The Board of Directors of your Company are pleased to present the 19^th Annual Report together with the Audited Statement of Accounts of LGB Forge Limited (“the Company”) for the year ended March 31, 2025.

The financial performance of the company on a standalone basis for the Financial Year ended on 31^st March, 2025, as compared with the previous year is summarized as below:

' in Lakhs

The revenue from operations and other income for the financial year under review were ' 9475.28 Lakhs as against ' 8999.28 Lakhs for the previous financial year resulting in a marginal increase in the revenue. The profit/loss after tax (including the continued and discontinued operations) was (' 122.45) Lakhs for the financial year under review as against (' 986.748) Lakhs for the previous financial year. Your company has performed better than the previous year and attempts are being made to increase its performance in the coming financial years.

After encountering several challenges over the last two years and obtaining necessary approvals from the Shareholders of the Company, we discontinued operations at our Pondicherry Plant and sold the Plant through Slump Sale to M/s. L.G.Balakrishnan & Bros Limited during FY 2023-24, which led to better resource utilization. During the year under review, we started a new Hot Forging Unit at Coimbatore from January 2025 and also intend to set up a new plant at Oragadam, Kancheepuram in the coming years to maintain and increase manufacturing capacity which in turn will improve our share of business with current clients.

There was no change in the authorized as well as paid-up share capital of the Company during the year under review.

The authorised share capital of the Company as on March 31, 2025 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, 2025 was ' 23,82,02,463/- comprising of 23,82,02,463 equity shares of Re.1/- each.

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.

Your Company has not transferred any amount to General Reserve during the financial year ending March 31, 2025.

There has been no change in the nature of business of the Company during the Financial Year ended March 31, 2025.

The Board of Directors does not recommend any dividend for the year 2024-25.

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.

The Annual Return in form MGT-7 for the financial year ended March 31, 2025, 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 available on the website of the Company at

During the year under review, the Company held four (4) Board Meetings and a separate meeting of Independent Directors. The details of meetings of the Board Meetings are provided in the Report on Corporate Governance that forms part of this Annual Report. The maximum interval between any two meetings did not exceed the gap prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

Also, the details pertaining to the composition and meetings of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee are also included in the Corporate Governance Report.

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).

Pursuant to the requirement under Section 134 (5) of the Act with respect to the Directors' Responsibility Statement, the Board of Directors, to the best of their knowledge and ability, confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2025, and of the profit of the Company for that period;

c. they 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. they have prepared the annual accounts on going concern basis;

e. they 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. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that

such systems were adequate and operating effectively.

During the year under review, the Statutory Auditors had not identified or reported any instances of fraud as specified under Section 143(12) of the Companies Act, 2013.

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013 and in terms of Articles of Association, Sri. A. Sampath Kumar (DIN: 00015978) retires by rotation at the ensuing Annual General Meeting 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 has also recommended his reappointment for your approval.

Based on the recommendation of the Nomination and Remuneration Committee and the Audit Committee the Board of Directors, at their meeting held on May 22, 2024, had recommended the appointments of Sri. S Ganesh (DIN: 08617166) and Sri. C. Rajaram (DIN: 01972102) as Non-Executive Independent Directors to hold such office for a first term of 5 consecutive years effective from May 22, 2024. The same was approved by the members of the Company at the Eighteenth Annual General Meeting held on August 14, 2024 by way of passing a special resolution in accordance with the provisions of Section 149 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company had also received necessary consent and declaration from the appointee Independent Director that they fulfill the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 read with Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Based on the recommendation of the Nomination and Remuneration Committee and the approval of the Audit Committee, the Board of Directors, at their meeting held on May 07, 2025, has approved the re-appointment of Smt. Rajsri Vijayakumar (DIN: 00018244), as Managing Director and Sri. A. Sampath Kumar (DIN: 00015978) as Whole Time Director of the Company for a further period of 3(Three) years with effect from February 16, 2026 and the remuneration payable to them, subject to the approval of the members by means of passing special resolution. Accordingly, necessary resolutions has been included in the Agenda of the Notice of the Nineteenth Annual General Meeting of the Company. Your Directors recommends for their re-appointment.

During the year under review, the second term of office of Sri. P. Shanmugasundaram, Sri. P.V. Ramakrishnan, Independent directors expired on 31^st August 2024. The Board recalled the diligent efforts and valuable contributions rendered by them during their long decades of association with the Company and placed on record their sincere appreciation to Sri. P. Shanmugasundaram and Sri. P.V. Ramakrishnan.

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

• Smt. K. Kousalya - Company Secretary and Compliance Officer upto February 10, 2025.

• Smt. Narmatha G K - Company Secretary and Compliance Officer w.e.f February 11, 2025.

During the year under review, Smt. K. Kousalya (ACS Membership No. A68426) who was appointed as the Company Secretary and Compliance Officer of the Company, has resigned the Company with effect from February 10, 2025 due to personal reasons and Smt. Narmatha G K (ACS Membership No. A47498) has been appointed as the Company Secretary and Compliance Officer of the Company with effect from February 11, 2025. There has been no change in the Key Managerial Personnel, except the changes mentioned herein above.

The Board has received declaration from all the Independent Directors of the Company under Section 149(7) of the Companies Act, 2013, confirming that they 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, 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.

The familiarization program aims to provide Independent Directors with the industry scenario and the socioeconomic environment in which the Company operates. The familiarization program also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes.

In compliance with the requirements of Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Company has put in place a familiarization programme for Independent Directors. Overview and details of the programme for Independent Directors have been updated on the Company

The Board of Directors have evaluated the Independent Directors appointed during the year 2024-25 and opined that the integrity, expertise and experience (including proficiency) of the Independent Directors is satisfactory.

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. Further, the Independent Directors, at their separate meeting held during the year 202425 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 (Listing Obligations and Disclosure Requirements) 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.

Pursuant to Section 134(3)(e) and Section 178 (3) of the Companies Act, 2013, the Board has formulated and adopted a policy relating to the Directors and Key Managerial Personnel's appointment and remuneration (“Remuneration Policy”) including criteria for determining qualifications, positive attributes, independence of a director and other matters. The details of the Policy have been disclosed in the Corporate Governance Report, which forms a part of this Annual Report. The Policy can also be accessed on the Company's website at

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

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached herewith as Annexure A to this report.

The Company has not granted any loan to or given any guarantee or provided securities falling within the purview of Section 186 of the Companies Act, 2013 during the year under review. It has not acquired through subscription, purchase or otherwise the securities of any other body or corporate. The Company has not made any investments as specified under Section 186 of the Companies Act, 2013.

During the financial year 2024-25, all the contracts / arrangements / transactions entered by the Company with related parties were at 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 as approved by the shareholders at the Annual General Meeting dated 14^th August, 2024. The same is provided as Annexure B in Form AOC-2 and forms part of this Report.

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 Company's interests at large. Prior approval / Omnibus approval is obtained from the Audit Committee for all related party transactions and the transactions are periodically placed before the Audit Committee for its approval.

The policy on Materiality of Related Party Transactions, as approved by the Board of Directors, is available on the Company's

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

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

Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Company has adequate risk management approach which includes collective identification of risks impacting the company's business and documents their process of identification, mitigation and optimization of such risks.

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.

During the year under review, the Company has not accepted any deposits from the public and as such, there are no outstanding deposits within the purview of Section 73 of the Act, and rules made thereunder.

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operation in future.

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 Company's 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 Audit Committee of the Board constantly reviews the internal control systems and their adequacy. The Company has appointed an Independent Internal Auditor to observe the Internal Controls, whether the works flow of organization is being done through the approved policies of the Company. In every Quarter Internal Auditors presents 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.

Pursuant to the provisions of 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 19^th Annual General Meeting.

Pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. P. Eswaramoorthy and Company, Company Secretaries in Practice (CoP No. 7069) as the Secretarial Auditors of the Company in the Board Meeting held on May 22, 2024 for the financial year 2024-25. The Secretarial Audit report (in Form No. MR.3) for the financial year 2024-25 is attached as Annexure C which forms part of this Report.

Further, the Secretarial Compliance Report for the year ended 31^st March 2025 issued by the Practicing Company Secretary pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has been filed with BSE Limited and a copy of the same is available on the Company's website:

Following the amendment to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) (3^rd Amendment) Regulations, 2024, and on the basis of the recommendation of the Board of Directors, it is proposed to appoint M/s. P. Eswaramoorthy and Company, Company Secretaries in Practice (CoP No. 7069) as the Secretarial Auditors of the Company from the conclusion of forthcoming AGM for the FY 2025-26 to the conclusion of the 24^th Annual General Meeting of the Company for the FY 2029-30, with the approval of the shareholders.

The Company has received a certificate from the said Auditors that they are eligible to hold office as the Auditors of the Company and are not disqualified for being so appointed. Accordingly, necessary resolutions has been included in the Agenda of the Notice of the Nineteenth Annual General Meeting of the Company. Your Directors recommends for their re-appointment.

Sri. G Jawaharlal, Chartered Accountant (Membership. No: 200/27173) was appointed as the Company's Internal Auditor for the financial year 2024-25 as per terms of references approved by the Audit Committee. 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.

During the year under review, the Internal Auditor conducted periodical audits and expressed his satisfaction regarding the existing internal control procedures of the Company.

The reports issued by M/s. N.R. Doraiswami & Co., Chartered Accountants, Statutory Auditors, on the Financial Statements of your company and M/s. P. Eswaramoorthy and Company, Company Secretaries in Practice (CoP No. 7069) for the financial year 2024-25 forms part of the Annual Report. The Notes on the Financial Statements referred to in the Auditor's Report are self-explanatory and do not call for any comments. The Statutory Auditor's Report and the Secretarial Auditor's Report does not contain any qualification, reservation or adverse remark or disclaimer.

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, 2025.

Information required under Section 197(12) of the Act read with Rule 5(2)(i) to (iii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not provided herein, since there are no employees who have received remuneration in excess of the limits prescribed therein. The statement containing the information required pursuant to Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 in respect of employees of the Company and Directors forms part of this Report and is annexed herewith as an Annexure D.

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.

Since the Company has not entered into any One Time Settlement with Banks or Financial Institutions, furnishing details in this regard, is not applicable.

The Company does not have any subsidiary, joint venture and /or associate company during the year under review.

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.

The Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with. The Company has also furnished quarterly reports on the corporate governance to the BSE as mandated by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same are available on the website of the Company

As per Regulation 34(3) Read with Schedule V of the SEBI (LODR) Regulations, 2015, a separate report on corporate governance, together with a certificate from the Company's Secretarial Auditor forms part of the Report as Annexure - F.

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.

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 Company's 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 2024-25, 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

The Company's equity shares continue to be listed at 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 2025-26 has been paid by the Company.

Pursuant to the approval of the Board of Directors of the Company at its meeting held on May 22, 2024, your Company had taken necessary steps and filed 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”). Pursuant to the same, it was notified by NSE that, the company shall be suspended from trading w.e.f. July 30, 2024. Further the admission to dealings in the Company's security was withdrawn (delisted) w.e.f. August 06, 2024. In this regard, the Company has made necessary disclosure required under SEBI Delisting Regulations and SEBI Listing Regulations to the Stock Exchanges.

Employees are the Company's most valuable asset, and your Company firmly believes that their good work environment is essential in reaching goals and creating a competitive workplace. The HR department takes the necessary precautions to guarantee fair benefits and pay and monitor employee engagement and retention. The safety of all of its workers has remained a top priority for the company and continuous efforts are made by the Company in carrying on all the safety and precautionary measures in each of its plant units.

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.

The Company has adopted a policy on the 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 thereunder. Consequently, the Company has also constituted the Internal

Complaints Committee under this Act. The policy of the Company aims to provide protection to employees at the workplace and to prevent and redress complaints of sexual harassment and matters connected and incidental thereto, with the objective of providing a safe working environment. The company has not received any complaints during the financial year 2024-25 in this regard.

The Board of Directors would like to express their sincere appreciation for the commitment, dedication and hard work done by the employees of the Company and the positive co-operation extended by Banks, Government Authorities, Customers and various other stakeholders. The Board also wishes to place on record its deep gratitude towards the shareholders for their continued support and confidence.