LGB Forge Limited has issued a comprehensive postal ballot notice to shareholders seeking approval for the material related party transaction involving the disposal of land assets worth approximately ₹12 crores to M/s. LGB Educational Foundation, a promoter group trust. The notice, dated March 10, 2026, outlines the complete e-voting process and transaction details following the board's earlier approval.

E-Voting Schedule and Process

The company has established a detailed timeline for the postal ballot process, with e-voting facilitated through Central Depository Services (India) Limited (CDSL). The remote e-voting will be conducted exclusively through electronic means, with no physical postal ballot forms being distributed.

CFO Leadership Transition

The board accepted the resignation of Smt. Geetha Manjari from her position as Chief Financial Officer and Key Managerial Personnel, effective from closure of business hours on March 10, 2026. Her resignation was attributed to personal reasons, specifically citing superannuation age as mentioned in her resignation letter dated February 7, 2026.

Sri. Venkatesan N has been appointed as the new Chief Financial Officer effective March 11, 2026, following recommendations from the Nomination and Remuneration Committee and Audit Committee. The appointment was made pursuant to Section 203 of the Companies Act, 2013.

Asset Disposal Transaction Details

The proposed transaction involves the sale of non-core land assets situated at Kallapalayam Village, Coimbatore, to M/s. LGB Educational Foundation. The transaction qualifies as a material related party transaction requiring shareholder approval as it exceeds 10% of the company's annual consolidated turnover.

Regulatory Compliance and Scrutinizer Appointment

The board has appointed Sri. P. Eswaramoorthy of M/s. P. Eswaramoorthy and Company, Company Secretaries (Membership No. FCS 6510 and Certificate of Practice No. 7069), as the scrutinizer to conduct the postal ballot process in a fair and transparent manner.

Related Party Transaction Justification

M/s. LGB Educational Foundation is classified as a related party since promoter group members serve as trustees, including Sri B. Vijayakumar (Promoter & Director), Smt. Rajsri Vijayakumar (Promoter & Managing Director), and Sri Rajaram C (Director). The company emphasizes that the transaction will be conducted on an arm's length basis, with the sale price determined through independent valuation to ensure fair market value.

The disposal is part of the company's strategy to unlock value from idle assets and utilize proceeds for working capital requirements. The transaction does not fall under Regulation 37A of the SEBI (LODR) Regulations, 2015, as it is not pursuant to a scheme of arrangement. Related parties, including promoters, are prohibited from voting on this resolution as per SEBI Listing Regulations.

LGB Forge Limited announced its unaudited financial results for the quarter and nine months ended December 31, 2025, revealing a challenging operational environment with widened losses despite mixed revenue performance.

Financial Performance Overview

The company's financial performance showed significant deterioration in profitability metrics for the third quarter of FY26:

Nine-Month Performance Analysis

For the nine-month period ended December 31, 2025, LGB Forge demonstrated contrasting trends with improved revenue but deteriorated bottom-line performance:

Cost Structure and Operational Challenges

The company's expense analysis reveals several pressure points affecting profitability. Total expenses for Q3 FY26 reached ₹2,519.29 lakhs compared to ₹2,493.11 lakhs in Q3 FY25. Key expense categories included:

Impact of New Labour Codes

A significant development affecting the company's financial results was the implementation of new labour codes. The company reported exceptional items of ₹64.80 lakhs for Q3 FY26, representing increased employee benefit provisions due to the consolidation of multiple labour laws into four unified Labour Codes effective from November 21, 2025. This one-time impact was treated as exceptional items due to its material and non-recurring nature.

Board Meeting Outcomes and Corporate Governance Updates

The Board of Directors, in their meeting held on February 5, 2026, approved several key appointments and considered the unaudited financial results:

Sri. G. Jawaharlal brings three decades of experience in internal audit, including risk-based internal audit across various manufacturing sectors. M/s. N.R.D. Associates offers comprehensive services including audit functions, taxation services, and regulatory compliance with a team of five partners and 60 employees.

Business Segment and Outlook

LGB Forge Limited operates in the manufacturing of forged and machined components, representing a single reportable segment under Ind AS 108. The company maintains its paid-up equity share capital at ₹2,382.02 lakhs with a face value of Re.1 per share. The financial results were reviewed by the statutory auditors M/s. N.R. Doraiswami & Co. and approved by the Audit Committee and Board of Directors.