Dear Shareholders,
The Board of Directors is pleased to present the 37th Annual Report of Balu Forge Industries Limited (the Company) together with the Audited Financial Statements of the Company for the Financial Year ended 31st March, 2026.
The Companys financial performance during the year ended 31st March, 2026 compared to the previous financial year is summarised below:
(? in Lakhs)
| Description | Standalone Year ended 31 March 2026 | Standalone Year ended 31 March 2025 | Consolidated Year ended 31 March 2026 | Consolidated Year ended 31 March 2025 |
| Revenue from operations | 64,742.26 | 59,847.65 | 1,10,736.69 | 92,361.74 |
| Other Income | 3,329.35 | 1,743.43 | 3,291.97 | 1,714.30 |
| Total Revenue | 68,071.61 | 61,591.08 | 1,14,028.66 | 94,076.04 |
| Total Expenses | 48,035.26 | 43,159.39 | 83,424.02 | 68,681.78 |
| Profit before tax and exceptional items | 20,036.35 | 18,431.69 | 30,604.64 | 25,394.26 |
| Profit before tax | 20,036.35 | 18,431.69 | 30,604.64 | 25,394.26 |
| Tax expense | 4,715.58 | 5,008.72 | 4,715.58 | 5,008.72 |
| Net Profit after tax | 15,320.77 | 13,422.97 | 25,889.06 | 20,385.54 |
| Other Comprehensive expense/ (Income), net of Income tax | (0.41) | (4.74) | 1,475.21 | 182.45 |
| Balance Transferred to Reserve | 15,320.36 | 13,418.23 | 27,364.27 | 20,567.99 |
The Financial Statements for the year ended 31st March, 2026 have been prepared as per the Indian Accounting Standards (Ind AS).
During the financial year ended 31st March, 2026, the Company has recorded, on standalone basis, total revenue of ?68,071.61 Lakhs and the Company have earned Net Profit of ?15,320.77 Lakhs as compared to ?61,591.08 Lakhs and ?13,422.97 Lakhs of the previous year, respectively.
On consolidated basis, the Company achieved total revenue of ?1,14,028.66 Lakhs and the Company has earned Net Profit of ?25,889.06 Lakhs as compared to previous year total revenue of ?94,076.04 Lakhs and Net Profit of ?20,385.54 Lakhs.
There was no change in nature of business of the Company, during the year under review.
Consolidated revenue from operations increased by 19.9% to ?11,074 million in FY 2025-26, compared with ?9,236 million in the previous year, an absolute increase of ?1,838 million. This growth was supported by three key factors. First, capacity commissioned during the preceding period was available for a larger part of the year, enabling the Company to fulfil a greater proportion of customer schedules. Second, the revenue mix continued to shift from forged-only components towards fully machined products. Third, the Company strengthened its presence in higher-value end-user segments, particularly defence, railways and industrial applications, while its established commercial vehicle and off-highway equipment businesses continued to grow in absolute terms. Total income, including other income, increased by 21.2% to ?11,403 million.
Raw material cost stood at ?7,096 million, representing 64.1% of revenue, compared with ?6,026 million or 65.2% of revenue in the previous year. Consequently, gross contribution improved by 116 basis points to 35.9% from 34.8%. This improvement reflected the increasing share of fully machined products in the revenue mix, where a larger portion of the selling price represents value-added conversion rather than the underlying metal cost. Continued focus on material yield, scrap recovery and disciplined procurement of alloy steel also contributed to the improvement.
Employee and other operating expenses increased by 40.6% to ?983 million from ?699 million, outpacing revenue growth of 19.9%. As a result, these expenses increased to 8.9% of revenue from 7.6% in the previous year. The increase of 131 basis points primarily reflected the cost of operating the Companys significantly expanded manufacturing footprint and largely offset the improvement achieved at the gross contribution level.
Despite these additional operating costs, EBITDA increased by 19.3% to ?2,995 million from ?2,511 million. The EBITDA margin remained broadly stable at 27.0%, compared with 27.2% in the previous year. This performance reflects the Companys ability to maintain margins while absorbing the operating costs associated with newly commissioned capacity that is yet to achieve optimum utilisation. EBITDA has been calculated as revenue from operations less operating expenditure and excludes other income. A reconciliation of EBITDA with profit before tax is provided below.
Finance costs increased by 50.0% to 165 million from 110 million, while depreciation and amortisation rose to 100 million from 34 million. These increases were mainly attributable to the funding and capitalisation of assets commissioned during the year. Interest coverage, measured as EBIT divided by finance cost, moderated to 17.5 times from 22.5 times but continued to remain comfortable.
Capital work-in-progress as at 31 March 2026 stood at 27,730.67 Lakhs. Depreciation on these assets will commence progressively as they are completed and made available for use.
Basic earnings per share increased by 24.2% to 23.90 from 19.24 in the previous year. Diluted earnings per share stood at 23.90, compared with 18.38 in the previous year. Earnings per share have been calculated based on equity shares having a face value of 2 each.
The Company enters FY 2026-27 with an expanded manufacturing base, enhanced precision-engineering capabilities and a diversified portfolio serving automotive, defence, aerospace, railways, oil and gas, power generation, heavy engineering and other industrial applications. The progressive ramp-up of the new manufacturing facilities, including advanced forging equipment and multi-axis CNC machining lines, is expected to strengthen the Companys ability to manufacture larger, more complex and higher-value components.
The Company will continue to focus on increasing the proportion of fully machined and value-added products in its revenue mix. The commercialisation of the indigenous empty-shell manufacturing line, development of new defence and aerospace components, and access to international defence supply chains provide opportunities for building long-term customer relationships in strategically important sectors. The Company also intends to deepen its presence in established automotive and industrial markets while expanding its engagement with customers across Europe, the Middle East and other international markets. ( bsmedia.business-standard.com )
Technology, innovation and operational excellence will remain central to the Companys growth strategy. Continued investment in automation, Industry 4.0-enabled manufacturing, product engineering, alloy development, process optimisation and quality-assurance infrastructure is expected to improve productivity, precision, traceability and speed of product development. The integration of forging, machining, heat treatment, testing and related capabilities within the Companys manufacturing platform is also expected to improve supply chain control and execution efficiency.
The operating environment may remain influenced by geopolitical uncertainties, fluctuations in raw-material and energy prices, foreign-exchange movements, changes in global trade policies and the timing of customer approvals and order execution. The Company will continue to manage these factors through a diversified customer and sector base, disciplined capital allocation, localisation of critical processes, prudent working-capital management and continued strengthening of its risk-management framework.
With expanded capacities, growing participation in high-value sectors, established export relationships and a strong engineering foundation, the Company remains cautiously optimistic about its medium- to long-term prospects. Its priorities will be to ramp up the newly commissioned capacities efficiently, convert product-development programmes and customer approvals into sustainable business, maintain financial discipline and pursue growth that creates enduring value for all stakeholders.
ICRA Limited has revised its Credit rating during the year, for its bank facilities as follows:
| Sr. No. | INSTRUMENT | RATING |
| 1. | Long-term-Fund-based-Term loan | [ICRA]A-(Stable); Assigned |
| 2. | Long-term/Short-term-Fund-based/non-fund based-Working Capital Facilities | [ICRA]A-(Stable)/[ICRA] A2+; Reaffirmed/ Assigned for enhanced amount |
| 3. | Long-term/Short-term-Unallocated limits-Unallocated limits | [ICRA]A-(Stable)/[ICRA] A2+; Assigned |
| 4. | Short-term-Non-fund based Facilities | [ICRA]A2+; Assigned |
The above rating reflects the overall improvement in the credit risk profile of the company backed by strong growth in scale of operations and healthy profitability.
The Board of Directors has decided to retain the entire profit generated during the year under review, in the profit and loss reserve account. Accordingly, it is not proposed to transfer any amount to the Reserves from the profit for the year ended 31st March, 2026.
The Board of Directors at their meeting held on September 07, 2026, has recommended payment of 0.15/- at the rate of 1.5% per fully paid-up equity share of the face value of 10/- each as final dividend for the financial year ended March 31, 2026. The payment of the final dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) of the Company. The dividend shall be paid to those shareholders whose name appear in the Register of Members as on the Record Date, on approval by the members at the AGM.
The proposed dividend been recommended in accordance with the Dividend Distribution Policy of the Company.
The Company has in place a Dividend Distribution Policy in accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) and the same is available on the Companys website at https://www.baliumdustries.com/corporate-governance.php
The proceeds of funds raised under preferential issue have been fully utilized as per Objects of the Issue. The disclosure in compliance with the Regulation 32(7A) of the SEBI Listing Regulations and detailed utilization are provided in the Corporate Governance Report which forms part of this Report.
During the financial year 2025-26, there was no change in the Authorised Share Capital of the Company.
During the financial year 2025-26, the Company issued and allotted equity shares pursuant to the exercise of rights attached with Convertible Warrants issued on a preferential basis. The details of the equity shares allotted upon conversion/exercise of the said warrants are as follows:
| Sr. No. | Date of Allotment | Particulars of Equity Shares Allotted | Category of Allottee | Issue Price per Equity Share (\u20b9) | Securities Premium per Share (\u20b9) |
| 1. | 03.04.2025 | 13,25,000 | Promoter | 183.60 | 173.60 |
| 2. | 24.05.2025 | 19,00,000 | Non-Promoter | 360.00 | 350.00 |
| 3. | 30.12.2025 | 10,00,000 | Non-Promoter | 360.00 | 350.00 |
| 4. | 09.02.2026 | 10,00,000 | Non-Promoter | 360.00 | 350.00 |
| 5. | 25.02.2026 | 16,30,000 | Non-Promoter | 360.00 | 350.00 |
| 6. | 06.03.2026 | 20,60,000 | Promoter & Non-Promoter | 360.00 | 350.00 |
| 7. | 09.03.2026 | 17,10,000 | Promoter & Non-Promoter | 360.00 | 350.00 |
The Authorised Share Capital of the company as on 31st March, 2026 is ?1,25,00,00,000/- (Rupees One Hundred and Twenty-Five Crore Only) divided into 12,50,00,000/- (Twelve Crore and Fifty Lakh) Equity Shares of ?10/- (Rupees Ten only). The paid-up Equity Share Capital as on 31st March, 2026 is ?1,21,39,19,000/- (Rupees One Hundred and Twenty-one Crore Thirty-nine Lakh Nineteen thousand only) divided into 12,13,91,900 (Twelve Crore Thirteen Lakh Ninety-one Thousand Nine hundred) Equity Shares of ?10/- each.
The Company has, during the year under review, neither issued any shares with differential rights as to dividend, voting or otherwise nor issued any sweat equity shares and issue shares under Employees Stock Option Scheme as per provisions of Section 62 (1) (b) of the Companies Act, 2013 (the Act) read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules 2014.
In compliance with the applicable provisions of the Companies Act, 2013, including the relevant Indian Accounting Standards (Ind AS) as issued by the Institute of Chartered Accountants of India and notified under Section 133 of the Act and as required under Regulation 34 of the SEBI Listing Regulations this Annual Report includes Consolidated Financial Statements for the financial year 2025-26.
The Company has in total Three (3) Subsidiaries of which Two (2) are Indian and One (1) Overseas and One (1) Associate Company:-
1. Quantum Energetics Private Limited (WOS) (formerly known as Naya Energy Works Private Limited)
2. Balu Advanced Technologies & Systems Private Limited (WOS)
3. Safa Otomotiv FZ - LLC in Dubai (WOS)
4. Swan Balu Heavy Industries Limited (SBHIIPL) - Associate Company * SBHIIPL was incorporated in 20th April, 2025 as SPV Company with Swan Energy Limited. The Company holds 40% equity in SBHIIPL, pursuant to the said Investment, SBHIIPL has become the Associate of Balu Forge Industries Limited w.e.f. 23rd June, 2025.
The Company does not have any Joint Venture within the meaning of Section 2(6) of the Act. No material change has taken place in the nature of business of the subsidiaries.
Pursuant to the first proviso to Section 129(3) of the Act read with Rule 5 and 8 of the Companies (Accounts) Rules, 2014, the salient features of the financial statements and performance of each subsidiary in Form AOC-1 is disclosed under Annexure-A and forms part of this Report.
In accordance with the provisions of Section 136 of the Act and amendments thereto and the SEBI Listing Regulations, the standalone and consolidated financial statements of the Company, and separate audited financial statements in respect of subsidiaries are available on the website of the Company under web link https://www.balindustries.com/financial-information.php
The Company has formulated a Policy for determining material subsidiaries. The said policy is available on the website of the Company at https://www.balindustries.com/corporate-governance.php
Pursuant to Section 124 and 125 of the Act read with the Investor Education Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (Rules), as amended from time to time, all dividends remaining unpaid or unclaimed for a period of 7 years and also the shares in respect of which the dividend has not been claimed by the shareholders for 7 consecutive years or more are required to be transferred to Investor Education Protection Fund (IEPF) in accordance with the procedure prescribed in the Rules.
During the year under review, there was no transfer of unclaimed and unpaid dividend and equity shares to the Investor Education and Protection Fund in terms of Section 125 of the Act.
Particulars of loans given, investments made, guarantees given and securities provided during the year under review and as covered under the provisions of Section 186 of the Act have been disclosed in the notes to the standalone financial statements forming part of the Annual Report.
Pursuant to the requirement under Section 134 (5) of the Act, in relation to audited financial statements of the Company for the year ended 31st March, 2026; the Board of Directors hereby confirms 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. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 31st March, 2026 and of the profit of the Company for the year under review; c. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. the Directors had prepared the accounts for the financial year ended 31st March, 2026 on a going concern basis; e. the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; f. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
The Company has not accepted any deposits within the meaning of sub-section (31) of Section 2 and Section 73 of the Act and the Rules framed thereunder. As on 31st March 2026, there were no deposits lying unpaid or unclaimed.
As on 31st March 2026, the Board of Directors of the Company comprised of Seven Directors, of which three are Executive Directors, and four are Independent Directors (including one Women Director). The constitution of the Board of Directors of the Company is in accordance with Section 149 of the Act and Regulation 17 of the SEBI Listing Regulations and changes in Key Managerial Personnel of the Company as prescribed under Section 203 of the Act, as amended from time to time. The details of the directors are given in the Corporate Governance Report forming part of the Annual Report.
Following changes have taken place in the Board of Directors and Key Managerial Personnel:
1. Mr. Roop Lal Meena (DIN: 10938270) was appointed as an Independent Director of the Company with effect from 07th February, 2025.
2. Mr. Raghvendra Raj Mehta (DIN: 01947378), Independent Director, pursuant to the provisions of Regulation 17 of the SEBI Listing Regulations, vacated his office on attainment of 75 years on 6th May, 2026.
3. Mr. Amit Ashok Todkari, ceased to be a Chief Financial Officer (Key Managerial Personnel) of the Company with effect from 25th May, 2026. Subsequently, Mr. Sandeep Singh Chadha was appointed as the Interim Chief Financial Officer (Key Managerial Personnel) of the Company with effect from 26th May, 2026, in accordance with the provisions of Section 203 of the Act.
4. Mr. Radhey Shyam Soni (DIN: 07962657) and Ms. Shalu Laxmanraj Bhandari (DIN: 00012556) were appointed as an Independent Directors of the Company by the Members at the 32nd Annual General Meeting held on 28th September, 2021, for a first term of five consecutive years commencing from 30th June, 2021 up to 29th June, 2026.
Upon completion of their first term and pursuant to the provisions of Sections 149, 150 and 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013, the Members of the Company, by way of a Special Resolutions passed through Postal Ballot pursuant to the Postal Ballot Notice dated 26th May, 2026, approved the re-appointment of Mr. Radhey Shyam Soni and Ms. Shalu Laxmanraj Bhandari as an Independent Directors of the Company for a second consecutive term of two years, commencing from 30th June 30, 2026 up to 29th June, 2028, not liable to retire by rotation.
Pursuant to the provisions of Section 152 of the Act read with the relevant rules made thereunder, one-third of the Directors are liable to retire by rotation every year and if eligible, offer themselves for re-appointment at the AGM.
Mr. Trimaan Jaspalsingh Chandock, (DIN: 02853445), Whole time 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 himself for re-appointment.
Pursuant to Regulation 36 of the SEBI Listing Regulations read with Secretarial Standard-2 on General Meetings, a brief profile of Mr. Trimaan Jaspalsingh Chandock, is provided as an Annexure to the Notice of the AGM. The Board recommends his reappointment
In accordance with Section 149(7) of the Act, and Regulation 25(8) of the SEBI Listing Regulations, as amended, each Independent Director of the Company has provided a written declaration confirming that he/she meets the criteria of independence as stipulated under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations.
In the opinion of the Board, Independent Directors fulfil the conditions specified in the Act read with the Schedules and Rules issued thereunder as well as the SEBI Listing Regulations and are independent from Management.
All the Independent Directors of the Company have enrolled their names in the online database of Independent Directors
The Composition of the Audit Committee is as under:
maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.
The familiarization program aims to provide Independent Directors with the industry scenario, the socioeconomic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take well informed decisions in a timely manner.
The familiarization program also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes, also directors are regularly briefed on the regulatory changes and legal updates applicable to the Company. This facilitates Board interaction and engagement with the Senior Management team.
The details of the training and familiarisation programmes arranged by the Company during FY 2025-26 are disclosed on the Companys website under the web-link https://www.baliundistries.com/corporate-governance.php
The Board of Directors met Six (6) times during the financial year under review. The details of the Board meetings and attendance of each Director there are provided in the Corporate Governance Report forming part of the Annual Report.
The periodicity between two Board Meetings was within the maximum time gap as prescribed in the SEBI Listing Regulations and the Act.
The Audit Committee of the Company is constituted/re-constituted in line with the provisions of Regulation 18 of the SEBI Listing Regulations read with Section 177 of the Act.
| Sr. No. | Members name | Category | Designation |
| 1. | Mr. Radhey Shyam Soni* | Independent Director | Chairman |
| 2. | Ms. Shalu Laxman raj Bhandari | Independent Director | Member |
| 3. | Mr. Trimaan Chandock | Whole Time Director | Member |
| 4. | Mr. Roop Lal Meena^ | Independent Director | Member |
The Members of the Audit Committee are financially literate and have requisite accounting and financial management expertise. During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.
The Statutory Auditors, Internal Auditor and Whole Time Directors/Chief Financial Officer are being invited to the meeting as and when required.
The Nomination and Remuneration Committee of the Board of Directors constituted pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI Listing Regulations, interalia other matters recommend the appointment of Directors and remuneration of such Directors. The level and structure of appointment and remuneration of all Key Managerial personnel and Senior Management Personnel of the Company, as per the Remuneration Policy, is also overseen by this Committee.
The composition of the Nomination and Remuneration Committee is in conformity with the provisions of the Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations.
The Composition of the Nomination and Remuneration Committee is as under:
| Sr. No. | Members name | Category | Designation |
| 1. | Mr. Radhey Shyam Soni* | Independent Director | Chairman |
| 2. | Ms. Shalu Laxmanraj Bhandari | Independent Director | Member |
| 3. | Mr. Roop Lal Meena^ | Independent Director | Member |
Mr. Radhey Shyam Soni* Independent Director Chairman 2. Ms. Shalu Laxmanraj Bhandari Independent Director Member 3. Mr. Roop Lal Meena^ Independent Director Member
The terms of reference of the Nomination and Remuneration Committee and the details of meetings held, and attendance of Committee Members are provided in the Corporate Governance Report forming part of the Annual Report.
The Company has formulated a Nomination and Remuneration Policy dealing with appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel and other employees of the Company.
The policy covers criteria for determining qualifications, positive attributes, independence and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel as required under sub-section (3) of Section 178 of the Act and the SEBI Listing Regulations.
The Nomination and Remuneration Policy of the Company is available on the Companys website under the web link https://www.baluindustries.com/corporate-governance.php
The Stakeholders Relationship Committee has been constituted by the Board of Directors in compliance with the provisions of Section 178 of the Act and Regulation 20 of the SEBI Listing Regulations.
The scope of the Shareholders/investors Grievance Committee is to review and address the grievance of the shareholders in respect of share transfers, transmission, non-receipt of annual report, non-receipt of dividend etc., and other related activities. In addition, the Committee also looks into matters which can facilitate better investors services and relations.
The Composition of the Stakeholders Relationship Committee is as under:
| Sr. No. | Members name | Category | Designation |
| 1. | Mr. Radhey Shyam Soni* | Independent Director | Chairman |
| 2. | Mr. Trimaan Chandock# | Whole Time Director | Member |
| 3. | Mr. Roop Lal Meena^ | Independent Director | Member |
The brief terms of reference of the Stakeholders Relationship Committee and details of meetings held and attendance of Committee Members are provided in the Corporate Governance Report forming part of the Annual Report.
Pursuant to Regulation 21 of the SEBI Listing Regulations, the Board constituted Risk Management Committee to frame, implement and monitor risk management plan of the Company. The Board has adopted the Risk Management Policy and framework to mitigate foreseeable risks, avoid events, situations or circumstances, which may lead to negative consequences on the Companys businesses. The major risks identified are systematically approached through mitigating actions on continual basis. Risk evaluation is an ongoing and continuous process within the Company, and it is regularly updated to the Board of the Company.
The Risk Management Committee is duly constituted, during the year under review. The Committee has been entrusted with the responsibility to assist the Board in overseeing and approving the Companys enterprise-wide risk management framework. A detailed analysis of the business risks and opportunities is given under Management Discussion and Analysis Report.
The Composition of the Risk Management Committee is as under:
| Sr. No. | Members name | Category | Designation |
| 1. | Mr. Trimaan Chandock | Whole Time Director | Chairman |
| 2. | Mr. Jaikaran Chandock | Whole Time Director | Member |
| 3. | Mr. Radhey Shyam Soni | Independent Director | Member |
The brief terms of reference, particulars of meetings held, and attendance of Committee Members are provided in the Corporate Governance Report forming part of the Annual Report.
In accordance with the provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time, the Board of Directors of the Company has constituted Corporate Social Responsibility (CSR) Committee.
One of the key focus areas of the Committee is to make CSR to play a vital role and provide a reasonable contribution to the society by entering into sustainable programs of high impact and integrity. The CSR Committee reviews and monitors the CSR projects and expenditure undertaken by the Company on a regular basis and apprises the Board of the same.
The brief outline of the Companys CSR initiatives undertaken during the year under review is furnished in Annexure-B in the format as prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time. The Companys CSR Policy is placed on the website of the Company https://www.baluindustries.com/corporate-governance.php
The Composition of the Corporate Social Responsibility Committee is as under:
| Sr. No. | Members name | Category | Designation |
| 1. | Mr. Radhey Shyam Soni* | Independent Director | Chairman |
| 2. | Mr. Trimaan Chandock | Whole Time Director | Member |
| 3. | Mr. Jaikaran Chandock | Whole Time Director | Member |
? Mr. Raghvendra Raj Mehta, Independent Director of the Company, vacated his office we.f. 06 May, 2026. Consequently, he ceased to be the Chairman of the Corporate Social Responsibility Committee, and Mr. Radhey Shyam Soni was appointed as the Chairman of the Corporate Social Responsibility Committee we.f. 22 May, 2026.
The brief terms of reference, particulars of meetings held, and attendance of Committee Members are provided in the Corporate Governance Report forming part of the Annual Report.
The Nomination & Remuneration Committee of Directors have approved a Policy for Selection, Appointment and Remuneration of Directors which inter-alia requires that composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and senior management employees and the Directors appointed shall be of high integrity with relevant expertise and experience so as to have diverse Board and the policy also lays down the positive attributes/criteria while recommending the candidature for the appointment as Director.
Pursuant to the provisions of the Act and as per the SEBI Listing Regulations, the Board of Directors carried out annual performance evaluation of its own performance, individual directors as well as the working of its committees.
The performance of the Board as a whole and of its committees was evaluated by the Board through structured questionnaire which covered various aspects such as adequacy of composition of Board and its Committees, execution and performance of specific duties and obligations, preparedness and participation in discussions, quality of inputs, effectiveness of the functions allocated, relationship with management, appropriateness and timeliness of information etc.
Taking into consideration the responses received from the Individual Directors to the questionnaire, the performance of the Board and its Committees was evaluated. The Directors have expressed their satisfaction with the constitution of the Board and its Committees and performance of each of the directors.
In terms of requirements of Schedule IV of the Act, a separate meeting of Independent Directors of the Company was held on Thursday, 12th February, 2026 to review:
The performance of non-independent directors and the Board as a whole and its committees thereof; The performance of the Chairman of the Company, taking into account the views of executive directors and nonexecutive directors; To assess the quality, quantity and timeliness of the flow of information between the Management and the Board. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.
In terms of the requirements of sub-section (12) of Section 197 of the Act read with sub-rule (1) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, the disclosures pertaining to the remuneration and other details, are annexed to this Report as Annexure - C.
In terms of Section 136(1) of the Act, details of employee remuneration as required under provision of Section 197 of the Companies Act, 2013 and rule 5 (2) and rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available for inspection and any member interested in obtaining a copy of the same may write to Company at compliance@baluindustries.com.
The Audit Committee reviews all the related party transactions and subsequent modifications and Omnibus approval is obtained before the commencement of the new financial year, for the transactions which are repetitive in nature and also for the transactions which are not foreseen. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis specifying the nature, value and terms & conditions of the transactions.
During the year under review, all the transactions entered into by the Company with the Related Parties were at arms length and in the ordinary course of business. These transactions were pre-approved by the Independent Directors of the Audit Committee. The transactions entered by the Company with the related parties during the year were in compliance with the applicable provisions of the Act and the SEBI Listing Regulations. The details of actual transactions were reviewed by the Audit Committee on a quarterly basis.
During the FY 2025-26, your Company did not enter into any material related party transactions. Accordingly, disclosure with respect to the same in the form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not furnished.
During the year under review, Policy on Related Party Transactions in compliance with the requirements of Companies Act, 2013 and amendment to SEBI Listing Regulations, is available on the website of the Company https://www.baluindustries.com/corporate-governance.php
The Company has formulated a policy and process for risk management. The Company has set up a core group of leadership team, which identifies, assesses the risks and the trends, exposure and potential impact analysis at different level and lays down the procedure for minimization of risks. Risk Management forms an integral part of Management policy and is an ongoing process integrated with the operations.
Pursuant to the provisions of Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and in accordance with Regulation 22 of the SEBI Listing Regulations, the Company had adopted Vigil Mechanism Policy for Directors, Employees and other Stakeholders of the Company to report concerns about unethical behavior.
The policy provides a mechanism, which ensures adequate safeguards to Employees, Directors and other stakeholders from any victimization on raising concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, and so on. The employees of the Company have the right/option to report their concern/grievance to Chairperson of the Audit Committee.
The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The Vigil Mechanism Policy is hosted on the Companys website https://www.baluindustries.com/corporate governance.php
The Companys internal control system has been established on values of integrity and operational excellence and it supports the vision of the Company To be the most sustainable and competitive Company in our industry. The Companys internal control systems are commensurate with the nature of its business and the size and complexity of its operations.
The details of the internal financial control systems and their adequacy are included in the Management Discussions and Analysis Report, which forms part of the Annual Report.
The matters relating to the Auditors and their Reports are as under:
The Statutory Auditors M/s. M.B. Agrawal & Co., Chartered Accountants (Firms Reg. No.100137W), were re-appointed as Statutory Auditors of the Company at the 36th Annual General Meeting held on 29th September 2025 to hold office till the conclusion of 41st Annual General Meeting of the Company. The Auditors have issued an unmodified opinion on the Financial Statements, both standalone and consolidated for the financial year ended 31st March, 2026. The said Auditors Report for the financial year ended 31st March, 2026 on the financial statements of the Company forms part of this Annual Report.
The Auditors Report for the financial year ended 31st March, 2026 does not contain any qualification, adverse remark or reservation and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Act.
The Auditors have not reported any matter to the Company required to be disclosed under Section 143(12) of the Act.
During the year the Board of Directors has re-appointed M/s Mehta Singhvi & Associates, Chartered Accountants (Registration No. 122217W) as Internal Auditors of the Company. The audit conducted by the Internal Auditors is based on an internal audit plan, which is reviewed each year in consultation with the Audit Committee. These audits are based on risk-based methodology and inter-alia involve the review of internal controls and governance processes, adherence to management policies and review of statutory compliance.
The provisions of Section 148(1) of the Companies Act, 2013 are applicable to the Company and accordingly the Company has maintained cost accounts and records in respect of the applicable products for the year ended 31st March, 2026.
The Board, on the recommendation of the Audit Committee, at its meeting held on September 07, 2026, has approved the appointment of M/s. S K Agarwal & Associates, Cost and Management Consultants, (Firm Registration No.: 100322) as the Cost Auditors for the Company for the financial year ending March 31, 2027, at a remuneration of H 3,50,000/- plus taxes and out of pocket expenses. They have confirmed that they are free from any disqualifications under Section 141 of the Companies Act, 2013.
A proposal for ratification of remuneration of the Cost Auditor for the FY 2026-27 is placed before the Shareholders for approval in the ensuing AGM.
M/s. Prachi Bansal and Associates, Practicing Company Secretaries (Firm Registration Number: 12020HR20935) were re-appointed as the Secretarial Auditors of the Company at the 36th Annual General Meeting held on 29th September, 2025 to hold office from 01st April, 2025 till 31st March, 2030.
The Secretarial Audit Report in Form MR-3 for FY 2025-26 is attached as Annexure - D forming part of this Report. The Secretarial Audit Report does not contain any qualification, reservation or disclaimer or adverse remark.
During the year under review, the Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Act to the Audit Committee.
In terms of Section 92(3) of the Act read with Section 134(3)(a) of the Act, the Annual Return of the Company as on 31st March, 2026 is available on the Companys website at https://www.baluindustries.com .
The Company has strong commitment towards conservation of energy, natural resources and adoption of latest technology in its areas of operation. The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under clause (m) of subsection (3) of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed to this Report as Annexure- E.
In terms of Regulation 34 of the SEBI Listing Regulations, a separate section on Corporate Governance with a detailed report on Corporate Governance is provided as a separate section in the Annual Report and a certificate from Aabid Mohammed Partner of M/s. Aabid & Co., Practicing Company Secretaries, is certifying compliance of conditions of Corporate Governance as stipulated under the SEBI Listing Regulations, forms part of this Annual Report. The Report on Corporate Governance also contains disclosures as required under the Companies Act, 2013.
In accordance with the provisions of Regulation 34 of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report (BRSR) forms a part of this Annual Report describing the initiatives undertaken by the Company from an environmental, social and governance perspective during the year under review.
Management Discussion Analysis Report
The Management Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI Listing Regulations is provided as a separate section in the Annual Report.
Secretarial Standards Compliance
During the year under review, the Company has complied with all the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government pursuant to Section 118 of the Act.
Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has zero tolerance for sexual harassment at 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 for prevention and redressal of complaints of sexual harassment at workplace. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The details of complaints reported under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 during FY 2025-26 are as follows:
| No. of complaints of sexual harassment received during the year; | 0 |
| No. of complaints disposed off during the year; | 0 |
| No. of complaints pending as on 31st March, 2026 | 0 |
Adherence to provisions of the Maternity Benefit Act, 1961:
The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961, including those relating to maternity leave, benefits, and safeguards for female employees.
GENERAL
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions for the same during the year under review:
1. Material Changes and/or commitment that could affect the Companys financial position, which have occurred between the end of the financial year of the Company and the date of this report;
2. Significant or material orders passed by the Regulators or Courts or Tribunals, impacting the going concern status and Companys operations in future;
3. Non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Companies Act, 2013 read with rules 16(4) of Companies (Share Capital and Debentures) Rules, 2014;
4. Receipt of any remuneration or commission from any of its subsidiary companies by the Managing Director or the Whole-Time Directors of the Company;
5. Revision of the financial statements pertaining to previous financial periods during the financial year under review;
6. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year;
7. The 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 the reasons thereof.
ACKNOWLEDGEMENTS
Your Board takes this opportunity to thank Companys employees at all levels for their hard work and commitment. Your Board also places on record its sincere appreciation for the continued support received from the customers, members, suppliers, bankers, financial institutions and all other business partners/associates.
By Order of the Board For Balu Forge Industries Limited
Sd/- Jaspalsingh Chandock Chairman and Managing Director DIN No.: 0813218
Place: Mumbai Date: September 07, 2026
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