Lloyds Engineering Works Ltd. के निदेशक की रिपोर्ट

Mar 31, 2026

Your directors are hereby pleased to present 32^nd (Thirty-Second) Annual Report on the performance of LLOYDS ENGINEERING
WORKS LIMITED (“the Company”) alongwith the Audited Financial Statements (Standalone and Consolidated) for the Financial Year
(“FY”) ended 31^st March, 2026.

1.    CHANGE IN NAME OF THE COMPANY IN FINANCIAL YEAR:

During the year under review, there was no change in the name of the Company.

It may be noted that the Company had changed its name from Lloyds Steels Industries Limited to Lloyds Engineering Works Limited
with effect from July 25, 2023, in the previous to previous financial year.

The change in name was undertaken to align the Company’s corporate identity with its evolving business operations and
strategic objectives.

The name change was effected in accordance with the provisions of the Companies Act, 2013 and the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, after obtaining the requisite approvals from the
shareholders of the Company Subsequently, the Registrar of Companies, Mumbai, approved the change of name and issued a fresh
Certificate of Incorporation dated July 25, 2023, reflecting the new name, Lloyds Engineering Works Limited

2.    FINANCIAL HIGHLIGHTS:

The Company’s financial highlights for the year ended 31^st March, 2026 is summarized below:    (Rs. in Crore)

Particulars	Standalone		Consolidated
	Current Year 2025-26	Previous Year 2024-25	Current Year 2025-26	Previous Year 2024-25
Income from Operations	1,052.22	755.78	1,301.14	845.74
Other Income	37.20	22.18	49.84	24.16
Total Income	1,089.42	777.96	1,350.98	869.90
Profit before Interest, Depreciation & Tax	188.12	145.23	239.07	159.33
Less: Finance Cost	10.73	6.72	13.98	8.53
Depreciation	16.01	8.49	22.19	9.66
Exceptional Item	-	-	-	-
Profit/(Loss) before tax	161.38	130.02	202.90	141.14
Less: Tax Expenses (Net)	43.11	30.30	4739	33.14
Profit / (Loss) for the Year	118.27	99.72	155.51	108.00
Share in Profit / (Loss) of Associates	Â	Â	42.06	-2.96
Profit / (Loss) for the Year	Â	Â	197.57	105.04
Attributable to : Shareholders of the Company	Â	Â	189.88	103.14
Non-controlling Interest	Â	Â	7.69	1.90
Other Comprehensive Income (Net)	-0.13	-0.54	-0.06	-1.05
Total Comprehensive Income	118.14	99.18	197.51	103.99
Attributable to : Shareholders of the Company	Â	Â	189.83	102.14
Non-controlling Interest	Â	Â	7.68	1.85

3. PERFORMANCE 2025-26:

A.    Key Highlights of Financial Results (Consolidated) are as under:

I.    Revenue Growth of Company is approx. 54 % in comparison to last F.Y. i.e. from Rs. 845.74 Crores of Last F.Y. to Rs. 1,301.14
Crores of Current FY,

II.    EBITDA growth is approx. 50 % in comparison to last FY i.e. from Rs. 159.33 Crores of Last FY to Rs. 239.07 Crores of current F.Y.

III.    PBT growth is approx. 44% i.e. from Rs. 141.14 Crores of last FY to Current FY Rs. 202.90 Crores.

IV    Increase in Company’s order position is approx. 91 % as on 1^st April, 2026 in comparison to order position on 1^st April, 2025.

V    Company's Order book position on 1^st April, 2026 is Rs. 2,643.39 Crores in comparison to last year's Order position of 1^st April,
2025 i.e. Rs. 1,383.78 Crores. Company aspires and plans to execute a major portion of orders in hand within the 15 months
barring unforeseen circumstances.

Order Book position for Lloyds Infrastructure and Construction Limited, Associate of the Company is Rs 5,681.76 Crores.

B.    Key Highlights of Financial Results (Standalone) are as under:

I.    Revenue Growth of Company is approx. 39 % in comparison to last FY i.e. from Rs. 755.78 Crores of Last FY to Rs. 1,052.22
Crores of Current FY,

II.    EBITDA growth is approx. 30 % in comparison to last F.Y. i.e. from Rs. 145.23 Crores of Last F.Y. to Rs. 188.12 Crores of current F.Y.

III.    PBT growth is approx. 24.12% i.e. from Rs. 130.02 Crores of last F.Y. to Current F.Y. Rs. 161.38 Crores.

IV    Increase in Company’s order position is approx. 79 % as on 1^st April, 2026 in comparison to order position on 1^st April, 2025.

V    Company's Order book position on 1^st April, 2026 is Rs. 2,351.90 Crores in comparison to last year's Order position of 1^st April,
2025 i.e. Rs. 1,315.38 Crores. Company aspires and plans to execute a major portion of orders in hand within the 15 months
barring unforeseen circumstances.

C.    CHANGE IN THE KEY FINANCIAL RATIOS OF THE COMPANY:

Particulars	Standalone		Consolidated
	FY 2025-26	FY 2024-25	FY 2025-26	FY 2024-25
Debtors Turnover	6.29	4.26	5.09	4.00
Inventory Turnover	6.36	10.6	5.01	8.99
Interest Coverage Ratio	14.15	17.71	15.74	14.43
Current Ratio	3.82	2.38	2.77	2.31
Debt - Equity Ratio	0.05	0.07	0.06	0.13

D. CHANGE IN PROMOTERS AND PROMOTER
GROUP:

During the year under review, there were no addition or
deletion in the Promoter and Promoter Group of the Company.

Further, Lloyds Enterprises Limited, one of the Promoters
of the Company sold the following shares in Financial year
2025-26:

1)    2,68.00,000 Equity shares to Thriveni Earthmovers
Private Limited on 23^rd May 2025,

2)    14, 20,000 Equity shares to Thriveni Earthmovers Private
Limited on 6^th August 2025,

3)    60,34,299 Equity shares to Thriveni Earthmovers Private
Limited on 9^th February 2026.

Further, Aeon Trading LLP, one of the Promoter Group has
sold 4,98,52,941 Equity shares to Thriveni Earthmovers
Private Limited on 9^th February 2026.

Further, Lloyds Metals and Minerals Trading LLP, one of
the Promoter Group has sold 4,98,52,941 Equity shares to
Thriveni Earthmovers Private Limited on 9^th February 2026.

E. FUTURE OUTLOOK:

With a promising base of the order book to begin FY27, the
roadmap is quite steady to deliver higher growth in the coming
years. The company plans to further growth systematically
to build over the larger base. The company aims to grow the
order book from hereon, considering the growth visible in the
CAPEX cycle across Industries. The company has already
begun enhancing its capacities to of its existing capacities.
Along with fresh capacities, the company is also modernising
& overhauling the asset base. These efforts will provide
sufficient headroom for growth in the coming years.

The company’s order book is well diversified across all
sectors giving the advantage of being balanced and
widespread across various industries. Besides being
diversified, the offerings are customised according to
clientele needs. Given the current improvement in the
Defence sectors, the company is also eyeing orders from
them which is expected to bring in better returns. The
company’s endeavour remains to supply customised
engineering solutions to customers in a most time-bound
and cost-efficient manner.

Moreover, the Balance sheet strength of being Net Debt
Free will further strengthen the quality of growth. Further,
the Company focuses on building a strong reputation as a
responsible corporate citizen and a track record of delivering
longer-term stakeholder value. It can significantly enhance
the company’s brand value, which is a quantifiable measure
of its social and relationship capital with stakeholders.

Metalfab Hightech Private Limited (“MHPL”):

The Company has entered into Share Purchase Agreement
with the promoters of Metalfab Hightech Private Limited
(“MEHPL” or “Metalfab”) for acquisition of 21,85,000
(Twenty-One Lakhs Eighty-Five Thousand only) equity
shares at H130 /- each for an aggregate consideration of
H28,40,50,000 (Rupees Twenty-Eight Crores, Forty Lakhs,
Fifty Thousand only), representing 76.00% of the total issued,
subscribed, and paid-up capital of Metalfab Hightech
Private Limited Strategic Acquisition of 76.00 % Stake in
Metalfab Hightech Private Limited.

Unlocking Growth in Heavy Fabrication &
Equipment Manufacturing.

The Company has acquired a 76.00% stake in Metalfab
Hightech Private Limited for a consideration of INR 28.41
crores, strengthening its footprint in the high-growth heavy
fabrication and equipment manufacturing. The acquisition
of Metalfab Hightech Private Limited is a strategic fit that
compliments the company’s existing business, significantly
enhancing its overall capacities, capabilities, and
product portfolio.

The Company (LEWL) further boosts its execution
capabilities:

♦    Metalfab Hightech boasts a 24,000 MT per annum
fabrication capacity, making it a key player in India’s
growing infrastructure and industrial sectors.

♦    The 16-acre facility in Hingna MIDC, Nagpur, the covered
area is 22,920 Sq. mtrs. which offers ample space for
future expansion, paving the way for potential capacity
enhancements and diversification into larger and more
complex engineering projects.

Metalflab Overview:

♦    10 manufacturing sheds equipped with EOT cranes (15
MT to 30 MT) and the ability to handle single pieces up
to 60 MT.

♦    Modern CNC machining, automated welding, beam
drilling, and specialized surface preparation for high-
precision fabrication.

♦    Well-connected location near major steel manufacturing
hubs, ensuring cost-effective and efficient supply
chain management.

♦    Diverse & High-Value Product Portfolio: Structural
fabrication for railway and road bridge girders, windmill
towers, power plant structures, pressure parts, and
industrial equipment.

♦    Preferred supplier for industry leaders such as NTPC,
BHEL, L&T, Primetal, Mitsubishi, SMS, and Thermax.

♦    Proven track record with over 3,000 windmill towers,
multiple aerobridges, and critical steel structures for
power and infrastructure projects.

♦    Growth & Market Potential:

♦    With substantial land availability, the company is poised
to expand capacity, integrate advanced automation, and
diversify into high-value heavy engineering products.

♦    The facility’s strategic location in central India places
it at the heart of upcoming industrial growth corridors,
making it a key execution hub.

♦    The Company (LEWL) aims to maintain its
growth Momentum

♦    The company’s healthy order book and growing demand
in railways, renewables, and industrial sectors set the
stage for sustained revenue growth.

This acquisition follows the company’s successful past
expansions, including Techno Industries Private Limited,
Engineering Assets of Bhilai Engineering Corporation
Limited and significant stake in Lloyds Infrastructure and
Construction Limited, further solidifying its position.

Lloyds Advance Defence Systems Limited (“LADSL”):

The Company (“LEWL") has incorporated a Wholly Owned
Subsidiary “Lloyds Advance Defence Systems Limited" to
Spearhead Strategic Push into Defence Sector.

Strategic Rationale: A Dedicated Vehicle for High-
Growth Defence Opportunities

The incorporation of Lloyds Advance Defence Systems
Limited marks a definitive step in the Company’s roadmap
to become a significant player in the defence landscape.
The Company firmly believes that the defence vertical holds
immense strategic importance and offers substantial growth
potential for the future. By establishing a 100% subsidiary,
LEWL is creating a focused entity dedicated exclusively
to the rigorous demands of the sector enabling agility,
specialised compliance, and a concentrated approach to
indigenous manufacturing.

Consolidating Technological “Know-How” Through
Global Partnerships To ensure this new vertical is backed
by world-class technology, LEWL has recently executed
multiple strategic Agreements and Memorandums of
Understanding (MoUs) with international partners. These
collaborations bring critical “know-how" and technological
impetus to Lloyds Advance Defence Systems Limited,
positioning it to deliver advanced solutions immediately.

Recent strategic technology tie-ups include:

♦    Advanced Drone Technologies (Air): A strategic
partnership with FlyFocus Sp. z o.o. (Poland) to jointly
introduce advanced First Person View (FPV) drones.
This collaboration complements the Company's existing
"Defender" drone program and focuses on bringing next-
generation, rapid-response tactical UAVs to India.

♦    Marine & Underwater Systems (Sea): Execution
of definitive agreements with Kliver Polska Sp. z o.o.

(Poland) for the design and prototyping of critical marine
infrastructure, including Towed Reels for multifunctional
underwater platforms and Operational Test Tilt Stands.

♦    Radar Technology (Land/Civil): An agreement with
Virtualabs S.r.l. (Italy) for the development of cutting-
edge radar technology applicable to both defence and
civil domains.

♦    Fincantieri S.p.A: The collaboration between the two
companies builds for the joint design and production
of Advanced Steering Gear Systems, Fin Stabilizer
Systems, Azimuthal Thrusters, and Transversal
Tunnel Thrusters.

By securing high-level technology tie-ups and
complementing them with its proven execution capabilities,
LEWL is confident in its ability to deliver world-class defence
equipment tailored to India's growing security needs. The
Company is fully aligned with the nation's focus on indigenous
manufacturing, ensuring that advanced defence solutions are
not just adopted but built within the country. LEWL believes
that this strategic synergy of global technology and robust
local execution will serve as a cornerstone in the Company's
growth trajectory, driving sustained value creation in the
years ahead.

Techno Industries Private Limited (“TIPL”):

The Company has entered into Share Purchase Agreement
with Techno Industries Private Limited (“TIPL”) for acquisition
of shares through secondary transfer from existing
shareholders to scale upto 100% on pre agreed terms over
a period of time. The acquisition of remaining 12% stake in
Techno Industries Private Limited (“TIPL”) thereby becoming
Wholly Owned Subsidiary of the Company. This acquisition
broadens LEWL’s product portfolio and strengthens its
market position, a move that marks its strategic entry into the
fast-growing electrical engineering sector.

About TIPL:

♦    Established in 2000, Techno Industries Pvt Ltd has
established itself as a leading player in the elevator and
escalator space with a significant presence in India’s
motor and pump industry

♦    It is Promoted by Mr Bharat Patel a technocrat with
experience of more than three decades.

♦    It has Strong Existing base of 21k+ elevators, 800k+
induction motors, and 11.5mn+ pumps, with Elevators
installed nationwide, along with a Wide base of Motors
and Pumps.

♦    Manufacturing Facilities Spread Over 1,10,000 sq.
Feet Area.

♦    Only Elevator Company in Gujarat Having Such a Big Set
Up, 16% market share in Gujarat. 800 Employees and All
India operations.

♦    Robust Profitability and Margin profile, with the ability to
scale up further and faster.

Future Strategy Post - Acquisition:

♦    Expanding capacities

♦    Adding new channel dealers

♦    Leveraging pre-qualification with entities like NTPC,
BHEL etc to build a more robust Clientele.

Capex driven growth:

♦    INR 30 cr. Capex over 3 years to expand capacities
across Verticals

♦    Working capital Management due to LEWL existing
Strong Balance sheet

This acquisition broadens Company’s product portfolio and
strengthens its market position, with TIPL’s already strong
base, Company aims to solidify its presence further.

Merger and Amalgamation:

The Company (LEWL) announced a Strategic Merger:
Merges Lloyds Infra, Metalfab, and Techno Industries to
Create a Unified Engineering & Infrastructure Behemoth

Board approves Merger of three strategic entities into
LEWL; Combined entity emerges as a complete "Design-to-
Execution" solutions provider with a H6,150 Crore Order Book
(as on H1FY26)

This massive merger fundamentally transforms LEWL
from a premium equipment manufacturer into a Complete
Engineering and Infrastructure Solutions Provider. By
dissolving the boundaries between its manufacturing arms
and its infrastructure execution wing, LEWL creates a
singular, streamlined entity capable of delivering the entire
industrial value chain from conceptual design and high-
precision manufacturing to turnkey project execution.

The Strategic Rationale: Unifying Design, Manufacturing,
and Execution

The merger integrates the unique capabilities of four distinct
powerhouses into one balance sheet:

1.    Design (LCE):Through LICL’s division, Lloyds Consulting
Engineers (LCE), the combined entity gains high-end
design and engineering consultancy capabilities.

2.    Manufacturing (LEWL, Metalfab, Techno):

Consolidating the heavy engineering prowess of LEWL
with the specialized component manufacturing of
Metalfab and Techno.

3.    Execution (LICL): Leveraging the massive EPC and
infrastructure execution engine of LICL.

Transaction Overview & Shareholding Impact

The merger of LICL (Associate), Metalfab (Subsidiary), and
Techno Industries (Subsidiary) into LEWL is w.e.f 01/04/2025. The
valuation for the merger has been pegged as follows:

♦    Lloyds Infra (LICL): Valued at H2,849 Crore.

♦    Metalfab: Valued at H317 Crore.

To facilitate this merger, LEWL will issue approximately 38.1
crore new shares to the shareholders of the merging entities.
Consequently, the company's total equity base will expand to
185.52 crore shares, up from the pre-merger base of 147.42 crore
shares. This expanded equity base is inclusive of partly paid
shares, which are slated to be converted into fully paid shares
over time.

Agreement with The Material Works, USA:

The Company (LEWL) Expands Global Commercial Rights
for Eco Pickled Technology Through Agreement with The
Material Works, USA.

Agreement enables worldwide deployment of proprietary
eco pickling Technology

LEWL has entered into an expanded cross-border agreement
with The Material Works Ltd. (TMW), USA for the design,
manufacture, and commercial deployment of Eco Pickled
Surface (EPS) technology, a patented acid-less steel pickling
solution, the first of its kind in the world.

Under the agreement, LEWL is authorised to exclusively
design, manufacture, market, and deploy the patented EPS
systems across international markets*, materially expanding the
technology’s commercial footprint and export potential.

Over 80% of cold steel products require Pickling, creating a
large market globally Currently all pickling is carried out through
a process which is highly capex intensive and damaging to the
environment using ACID. This process of EPS cuts the capex
drastically and eliminates the use of hazardous acids, operates
with zero liquid discharge, and uses recyclable materials
requirement, making it the only environmentally friendly, yet
commercially viable solution.

LEWL had introduced The EPS technology in India pursuant to an
earlier arrangement in 2023, becoming the first company in India
to commercialise acid-less steel pickling technology; the current
agreement expands the reach from a primarily domestic market
to global deployment.

Under the expanded agreement, EPS transitions from a
domestically deployed solution to a globally addressable
technology offering, enabling LEWL to pursue international
customers* and export-led opportunities, subject to defined
contractual exclusions.

The agreement strengthens Lloyds Engineering’s portfolio of
proprietary, technology-driven solutions and supports long¬
term growth through international commercialisation. This also
showcase’s LEWL capabilities to capitalize on internationally
proven technologies and MAKE IN INDIA, to create a large value
for the country and the company.

About the Technology and Execution Track Record

Eco Pickled Surface (EPS) is a patented, acid-less pickling
technology applicable to all grades of steel, including stainless
steel. The process eliminates the use of hazardous acids, operates
with zero effluent discharge, and uses recyclable materials,
offering a compliant alternative to conventional pickling methods.
This is the 4^th generation, which has been improved over several
years to create a highly effective solution for pickling.

The Company has already received an order worth J50 crore
which is under execution for EPS technology, demonstrating
commercial viability prior to the expansion of the agreement. This
would be a big boost to our export initiative and also opens a large
opportunity globally as this is green pickling.

* (Territory excluding China, Macao, Hong Kong, Taiwan and Any
location within a 350-mile radius of Red Bud, Illinois, United States)

The Company (LEWL) Part of Consortium Awarded J613
Crore + €18 Million Order from SAIL - IISCO Steel Plant for
4.2 MTPA Pellet Project

Lloyds Engineering Works Limited (LEWL) announced that it
has been selected as a consortium partner alongside Primetals
Technologies India Pvt. Ltd and Primetals Technologies Austria
GmbH for the design and execution of a 4.2 mntpa Pellet Plant
Complex at Steel Authority of India Limited’s (SAIL) IISCO Steel
Plant, Burnpur (West Bengal).

The Letter of Acceptance (LOA) issued by SAIL - ISP marks a total
consortium contract value of approximately H613 crore (Indian
portion) + €18.26 million (Euro portion), with the project scheduled
for completion within 39 months from the effective date of the
contract. This major win represents a significant milestone for
the consortium and reinforces LEWL’s growing reputation as a
trusted engineering partner to India’s core industrial sectors.

Transforming Collaborations into Strategic Wins

Over the past two years, LEWL has successfully established over
10 collaborations with both domestic and international partners.
These strategic alliances have been instrumental in broadening
the company’s technical scope and positioning it to participate in
high-value industrial projects.

This project with SAIL, one of India’s largest steel companies,
is a demonstration of LEWL’s ability to translate collaborations
into tangible, large-scale orders, contributing meaningfully to its
growth. In the coming months, the company intends to further
deepen these alliances and explore new partnerships aimed
at converting such collaborations into additional high-value
engineering and manufacturing projects.

Showcasing Lloyds Engineering’s Technical Strength

Under this consortium arrangement, LEWL will be responsible
for detailed design and engineering and will also contribute to
the supply some of critical process equipment and systems for
the project.

A Testament to Growing Expertise and Credibility

LEWL continues to execute several large-scale orders from
marquee clients across the steel, infrastructure, and heavy-

engineering sectors, demonstrating its comprehensive design-
to-delivery competence and commitment to quality, safety
and performance.

The SAIL - ISP pellet-plant project is another significant
achievement for LEWL, adding to its expanding portfolio of high-
impact industrial and infrastructure projects, and marking yet
another milestone in its journey to build a world-class engineering
enterprise of scale and substance.

Memorandum of Understanding with Flyfocus:

The Company (LEWL) Strengthens Defence Footprint
Through MoU with FlyFocus for Next-Gen UAV (Drone)
‘Defender’

LEWL has entered into a Memorandum of Understanding (MoU)
with FlyFocus Sp. z o.o., a Warsaw-based specialist in unmanned
aerial vehicles (UAVs) — commonly known as drones — and
avionics systems, to jointly develop and manufacture the Defender
SIGINT UAV, a next-generation platform for signals intelligence
(SIGINT) and electronic surveillance applications.

About FlyFocus Sp. z o.o.

Headquartered in Warsaw, Poland, FlyFocus Sp. z o.o. is a
leading European developer of unmanned aerial systems (UAS),
avionics, and SIGINT payloads. Its modular UAV architectures
and electronic intelligence solutions are deployed across major
European defence programs, known for reliability, precision,
and scalable mission design. Under this MoU, the Defender UAV
(Drone) will be developed exclusively with Lloyds Engineering
for India, ensuring complete localisation, technology transfer,
and eventual indigenous production under the Make in
India framework.

Expanding Horizons in Defence Engineering

Building on its proven expertise in marine and precision
engineering systems such as steering gears, fin stabilisers,
and deck machinery, Lloyds Engineering is now expanding
into the aerospace and defence segment. The Defender UAV
(Drone) marks a strategic step in the company’s journey toward
developing mission-critical, high-technology systems for India’s
armed forces, intelligence agencies, and homeland security
organisations. It is designed for diverse defence applications
including border and coastal monitoring, airbase protection, VIP
movement security, electronic threat detection, and strategic
reconnaissance, enhancing both tactical awareness and national
security preparedness.

Key Benefits of the MoU

♦    FlyFocus Sp. z o.o. brings deep technical expertise in UAV
design, avionics integration, and passive radar technologies,
while Lloyds Engineering will lead system integration,
indigenisation, and local production within India.

♦    The collaboration provides exclusive rights to Lloyds
Engineering for Indian deployment and adaptation of the
Defender UAV (Drone).

♦    The partnership will evolve into a technology-transfer and
joint-production program, aligned with Atmanirbhar Bharat
and Make in India missions.

♦    The agreement also opens export potential, as rising
European defence spending and global demand for advanced
unmanned systems create new market opportunities.

Evolving Importance of India’s Defence Sector

♦    India’s defence industry is undergoing rapid transformation.
Domestic production has crossed H1.27 lakh crore (FY24),
with exports exceeding H23,000 crore (FY25) — a 34* rise in
a decade.

♦    With a H6.8 lakh crore FY26 defence outlay and over 90%
of MoD contracts awarded to Indian firms, the sector offers
strong policy visibility and sustained growth.

♦    This ecosystem, driven by localisation, innovation, and UAV
(drone) adoption, is enabling partnerships that combine
global technology leadership with India’s engineering and
manufacturing scale, reinforcing the nation’s position as a
future-ready defence hub.

Future Collaborations

Lloyds Engineering is also evaluating additional collaborations with
European defence technology providers to introduce specialised,
high-impact systems — including aerospace subsystems,
electronic warfare payloads, and tactical mobility solutions — into
India’s growing defence manufacturing ecosystem.

LEWL is in an exciting phase of growth, aggressively expanding
its product offerings in the defence space and building long-term
competencies across advanced technology domains. These
strategic initiatives are aimed at broadening the company’s
presence in high-value sectors and creating enhanced value
opportunities for its stakeholders through sustained innovation,
localisation, and global partnerships.

Strategic Drone Partnership with FlyFocus Through MoU for
First Person View (FPV) Systems

The Company (LEWL) has signed a new Memorandum of
Understanding (MoU) with Poland-based FlyFocus Sp. z o.o. to
jointly introduce advanced First Person View (FPV) drones for
India’s defence and security sectors.

This MoU builds on the companies' ongoing partnership in the
Defender drone program and marks a strategic expansion into
agile, short-range UAV systems, thereby strengthening India’s
capability spectrum from long-range surveillance to rapid-
response tactical operations.

Accelerating a Strategic Defence Collaboration

The FPV initiative underscores the deepening collaboration
between Lloyds Engineering and FlyFocus, reflecting a
joint commitment to deliver India-specific, next-generation
drone solutions.

While the Defender platform targets long-range intelligence
and surveillance, the new FPV drones are purpose-built for
high-mobility, close-quarter scenarios—supporting real-time
reconnaissance, training, urban security, and special operations.

MoU Highlights and Strategic Value

♦    Complementary Capabilities: FPV drones will work
alongside Defender systems to provide India’s forces with
end-to-end aerial intelligence—spanning strategic depth and
tactical agility.

♦    Technology Transfer & Localisation: FlyFocus will enable
LEWL with a structured technology transfer model, achieving
over 50% local content through component manufacturing
and final assembly in India.

♦    Aligned with Make in India: The partnership directly
supports Atmanirbhar Bharat, enhancing India’s self-reliance
in high-tech defence manufacturing.

♦    Exclusive India Rights: LEWL will hold exclusive rights to
adapt and deploy FPV systems for Indian use, securing long¬
term operational sovereignty.

♦    Export Potential: With global demand for agile drone
systems rising, the collaboration opens export opportunities
through India’s competitive manufacturing base.

Strengthening India's Tactical Drone Capability

Engineered for border surveillance, counter-terrorism, tactical
ops, and urban missions, the FPV drones bring precision,
speed, and situational awareness to India’s defence and law
enforcement agencies.

India’s defence sector is in rapid expansion. FY26 allocations
exceed H6.8 lakh crore, with over 90% of Ministry of Defence
contracts awarded to Indian firms. In this landscape, Lloyds
Engineering is emerging as a key player through focused
investments in indigenous technologies and next-gen platforms
like Defender and FPV.

Toward a Full-Spectrum Drone Ecosystem

With Defender and FPV platforms now underway, LEWL is
building a robust, multi-tiered drone ecosystem spanning
surveillance, intelligence, and tactical engagement. The company
is also exploring future partnerships in electronic warfare,
aerospace subsystems, and mobility tech, reinforcing its position
as a frontrunner in India's evolving defence landscape.

Agreement with CEMI Process Optimization Brazil and CEMI
Process Optimization LLC

LEWL and CEMI, Forge Partnership to Drive Industrial
Process Optimisation in India

emphasizes partnership and industrial scope.

Lloyds Engineering Works Limited (LEWL) is pleased
to announce a strategic partnership with CEMI Process
Optimization, a global technology company specializing

in advanced process control, dynamic simulation, and
industrial vision systems.

About CEMI

CEMI, headquartered in Brazil, has delivered proven results across
the mining, cement, and steel sectors through its proprietary
platforms such as OptProcess®, OptVision®, and OptGrade®. Its
solutions enhance operational stability, cut energy consumption,
and deliver measurable cost savings. With a strong track record in
North & South America, Middle east, Europe, Ukraine CEMI is now
accelerating its global expansion into the Asia countries with India
identified as one of its highest growth markets

Strategic Alignment with LEWL

Complementary strengths: Lloyds Engineering brings deep
project execution, engineering design, and industrial integration
experience, while CEMI contributes world-class digital process
optimization tools. Together, the partnership enables end-to-end
solutions, from plant design and equipment to digital optimisation.

Make In India focus: India’s mining, steel, and cement industries
are entering a phase of large-scale expansion and modernization.
Yet, automation and digital adoption remain low. This gap presents
a significant opportunity for LEWL and CEMI to jointly introduce
next-generation process intelligence solutions.

Key Benefits of Tie-up

Technology differentiation - Strengthens Lloyds’ portfolio with
advanced digital and automation capabilities.

Market opportunity - Provides entry into India’s under-penetrated
process optimization space, where adoption is set to accelerate.

Revenue visibility - Opens new, high-margin revenue streams
including recurring SaaS-based services.

Strategic positioning - Positions Lloyds Engineering at the
intersection of industrial growth and digital transformation.

Agreement with FINCANTIERI S.p.A.,

LEWL Strengthens Strategic Alliance with Fincantieri; Adds
New Products to Defence & Marine Line-up

Lloyds Engineering Works Ltd (LEWL) has further enhanced
its product offerings in the defence and naval sector by

strengthening its strategic technological partnership with
FINCANTIERI S.p.A, one of the world’s leading shipbuilding
groups based in Italy.

The collaboration builds on an existing agreement between the
two companies for the joint design and production of Advanced
Steering Gear Systems, Fin Stabilizer Systems, Azimuthal
Thrusters, and Transversal Tunnel Thrusters. This partnership
is now being deepened with the addition of two crucial marine
propulsion systems:

♦    Controllable Pitch Propeller (CPP) Systems

♦    Shafting Systems

CPP systems enable real-time adjustment of blade pitch during
operation, providing precise thrust control, enhanced fuel
efficiency, and superior maneuverability-crucial for modern naval
vessels. Shafting systems ensure efficient power transfer from the
main engine to the propeller with high accuracy and low acoustic
signature, vital for stealth operations.

Through this strategic alliance, LEWL will develop and
manufacture these advanced propulsion systems indigenously-
traditionally reliant on imports-making it one of the first Indian
companies to do so. This marks a significant milestone in LEWL’s
contribution to the Government’s Atmanirbhar Bharat initiative
and markedly improves India’s naval self-sufficiency.

The partnership will facilitate access to advanced engineering
expertise from FINCANTIERI S.p.A, enabling LEWL to establish
state-of-the-art manufacturing and testing infrastructure, nurture
a skilled workforce, and become a preferred supplier for both
domestic and international naval programmes.

This development coincides with LEWL experiencing strong
growth in its defence engineering segment. As of FY25, the
company’s current order book in the defence sector exceeds
Rs 100 Crs, with increasing prospects for future contracts. This
collaboration aids in long-term revenue growth and expansion of
LEWL’s defence sector

The Company intends to explore the possibilities of diversification
of business.

F.    TRANSFER TO RESERVE:

The Board of the Company do not propose to transfer any
amount to any reserve.

G.    DIVIDEND:

Based on the Company’s performance for the financial year
ended 31^st March 2026, the Board of Directors, at its meeting
held on 05^th May 2026, has recommended for the approval
of the members a final dividend of 25 paise (i.e., 25% of face
value of Re. 1 /- each) per equity share on fully paid-up equity
shares. In respect of partly paid-up shares, if any, the dividend
would be on proportionate basis to the eligible shareholders
of the Company as on the record date who are holding Partly
paid shares of the Company as on record date.

The final dividend on equity shares, if approved by the
members, shall be subject to deduction of income tax
at source.

H.    DIVIDEND DISTRIBUTION POLICY:

In accordance with Regulation 43A of the SEBI Listing
Regulations, the Board of Directors of the Company has
adopted a Dividend Distribution Policy which endeavours
for fairness, consistency and sustainability while distributing
profits to the shareholders.

The dividend payout has been determined in accordance
with the Dividend Distribution Policy of the Company.

Pursuant to Regulation 43A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, as
amended from time to time, (“Listing Regulations”), the

Company had adopted the Dividend Distribution Policy which
is available on the Company’s website www.lloydsengg.in
and the same is enclosed herewith in this Annual Report as
Annexure- K.

I. SHARE CAPITAL:

During the Financial Year 2025-26, the Company undertook
the following corporate actions, which resulted in changes to
its issued, subscribed and paid-up equity share capital.

As on March 31, 2026, the issued, subscribed and
paid-up equity share capital of the Company stood at
Rs. 1,48,00,82,086, comprising 139,88,11,662 fully paid-up
equity shares and 8,12,70,424 partly paid-up equity shares
of face value of Re. 1/- each. The aggregate paid-up equity
share capital stated above is on the assumption that all
partly paid-up equity shares are converted into fully paid-up
equity shares.

*    Rights Issue:

The Company filed the Letter of Offer dated April 19, 2025 in
connection with its Rights Issue of 30,85,17,476 partly paid-up
equity shares of face value Re. 1/- each at an issue price of
Rs. 32/- per equity share, including a securities premium of
**Rs. 31/- per equity share.

Pursuant to the terms of the Rights Issue, an amount of
Rs. 16/- per equity share (comprising face value of Re.
0.50 and securities premium of Rs. 15.50) was payable on
application and allotment. The balance amount of Rs. 16/- per
equity share (comprising face value of Re. 0.50 and securities
premium of Rs. 15.50) was payable pursuant to one or more
call(s), as determined by the Board of Directors/Securities
Issue Committee.

Accordingly, on June 5, 2025, the Company allotted
30,85,17,476 partly paid-up equity shares and received the
application and allotment money of Rs. 16/- per equity share.
Subsequently, in February 2026, the Company made the
First and Final Call for the balance amount of Rs. 16/- per
equity share.

Upon receipt of the First and Final Call money, On 11^th March
2026, 22,72,47,052 equity shares were converted from partly
paid-up to fully paid-up equity shares and were admitted for
trading and listed on BSE Limited and the National Stock
Exchange of India Limited.

In April 2026, the Company issued a reminder notice to the
holders of the remaining 8,12,70,424 partly paid-up equity
shares for payment of the First and Final Call of Rs. 16/- per
equity share.

*    Employee Stock Option Scheme (ESOP)

During the Financial Year 2025-26, the Company allotted
60,54,144 equity shares of face value Re. 1/- under the
Company's Employee Stock Option Scheme, as approved
by the Nomination and Remuneration Committee ("NRC"), as
detailed below:

Date of Allotment	No. of Equity Shares	Issue Price (Rs.)
July 1, 2025	68,300	9.50
November 7, 2025	1,05,784	9.50
February 4, 2026	43,56,000	7.50
February 4, 2026	15,24,060	9.50
Total	60,54,144	—

The above allotments were made pursuant to the Company's
Employee Stock Option Scheme approved by the Members
at the Extra-Ordinary General Meeting held on January 24,
2022. The disclosures required pursuant to Regulation 14 of
the Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021, are
available on the Company's website at www.lloydsengg.in.

During the financial year 2025-26 the following are some of
the Changes which happened and resulted into increase of
Paid-up Share capital. The paid-up Equity Share Capital of the
Company as on March 31, 2026 stood at Rs. 1,48,00,82,086
(including Fully Paid as 139,88,11,662 and Partly paid shares as
812,70,424, assuming that partly paid shares are converted to
fully paid shares).

In view of the above, the Share Capital of the Company as on
March 31, 2026 are as follows:

? 2,14,268 shares were allotted via ESOP on May 05, 2026

Particulars	Amount (in Rs.)
Authorised Share Capital 2,00,00,00,000 Equity Shares of Re. 1/- each	2,00,00,00,000.00
Total (Authorised Share Capital)	2,00,00,00,000.00
Issued, Subscribed and Called- up Shares 148,02,96,354 Equity shares of Re. 1/- each	148,02,96,354.00
Total (Issued, Subscribed and Called-up Shares)	148,02,96,354.00
Paid Up shares including partly paid up Fully Paid 139,90,25,930 fully paid-up equity shares of Re.1/- each	139,90,25,930.00
Partly Paid 8,12,70,424 Partly paid-up equity shares of Re. 1/- each	406,35,212.00
Total (Paid Up shares including partly paid up)	1,43,96,61,142.00

Particulars	Amount (in Rs.)
Authorised Share Capital 2,00,00,00,000 Equity Shares of Re. 1/- each	2,00,00,00,000.00
Total (Authorised Share Capital)	2,00,00,00,000.00
Issued, Subscribed and Called- up Shares 148,00,82,086 Equity shares of Re. 1/- each	148,00,82,086.00
Total (Issued, Subscribed and Called-up Shares)	148,00,82,086.00
Paid Up shares including partly paid up Fully Paid 1,39,88,11,662 fully paid-up equity shares of Re.1/- each Partly Paid	1,39,88,11,662.00
8,12,70,424 Partly paid-up equity shares of Re. 1/- each	406,35,212.00
Total (Paid Up shares including partly paid up)	143,94,46,874.00

The Changes in the Share Capital of the Company from 1^st
April 2026 till date are as follows:

J.    CHANGE IN THE NATURE OF BUSINESS
ACTIVITIES:

During the year under review, the Company has not changed
its nature of Business Activities.

However, in previous Financial Year, the existing Main Objects
of Clause II altered by substituting existing Clause 2 by
passing the Special Resolution in the Extra Ordinary General
Meeting held on 29^th August, 2024 which was registered by
Registrar of Companies on 19^th September 2024, diversifying
into areas which would be profitable for the Company as
part of diversification Plans. Previously the Company was
operating under Engineering business and now proposing
to excel into electrical engineering activities too which will
enable the company to enlarge the area of operations and
carry on its business economically and efficiently.

K.    MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the
year under review, as stipulated under Regulation 34 of
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, is set out in this Annual Report as 'Annexure
B’ (refer to page 88 of this Annual Report).

L.    BUSINESS    RESPONSIBILITY    AND

SUSTAINABILITY REPORT

The Company endeavours to cater to the needs of the
communities it operates in thereby creating maximum value
for the society along with conducting its business in a way
that creates a positive impact and enhances stakeholder
value. As per Regulation 34(2)(f) of the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations 2015, the Business Responsibility
& Sustainability Report depicting initiatives taken by the
Company from an environmental, social and governance
perspective forms an integral part of the Annual Report which
has been annexed as Annexure C’ to the Director’s Report.

M.    SUBSIDIARY COMPANIES, ASSOCIATES / JOINT
VENTURES:

1) Subsidiaries:

A. Techno Industries Private Limited:

During the year under review, Techno Industries Private
Limited ("TIPL"), a material subsidiary of the Company,
became a Wholly Owned Subsidiary of the Company
pursuant to the following acquisitions:

a)    Pursuant to the Share Purchase Agreement dated July
30, 2024, the Board of Directors, at its meeting held on
July 1, 2025, approved the acquisition of an additional
13,75,000 equity shares, representing 11% of the paid-up
equity share capital of TIPL, for a cash consideration of
Rs. 25,00,00,000 (Rupees Twenty-Five Crore only).

b)    Further, pursuant to the aforesaid Share Purchase
Agreement, the Board of Directors, at its meeting held
on December 26, 2025, approved an amendment to the
said Share Purchase Agreement for the acquisition of the
remaining 14,99,999 equity shares, representing 12%
of the paid-up equity share capital of TIPL, having a face

value of Rs. 10/- each, for an aggregate consideration
of Rs. 22.70 crore (Rupees Twenty-Two Crore Seventy
Lakh only).

Consequent to the aforesaid acquisitions, the Company
acquired the remaining equity stake in TIPL and now holds
100% of its paid-up equity share capital. Accordingly Techno
Industries Private Limited has become a Wholly Owned
Subsidiary of the Company w.e.f 26^th December 2025.

B.    Metalfab Hightech Private Limited

On May 20, 2025, the Board of Directors of Lloyds
Engineering Works Limited ("the Company" or "LEWL"), at
its meeting held on that date, approved the execution of a
Share Purchase Agreement with the promoters of Metalfab
Hightech Private Limited ("MEHPL" or "Metalfab") for the
acquisition of 21,85,000 equity shares of face value Rs. 10/-
each, constituting 76.00% of the issued, subscribed and
paid-up equity share capital of MEHPL.

The acquisition was completed for an aggregate cash
consideration of Rs. 28,40,50,000 (Rupees Twenty-Eight
Crore Forty Lakh Fifty Thousand only). Consequently,
Metalfab Hightech Private Limited became a subsidiary of
the Company with effect from the date of acquisition.

C.    Lloyds Advance Defence Systems Limited

The Company incorporated Lloyds Advance Defence
Systems Limited as its Wholly Owned Subsidiary on
December 11, 2025.

The subsidiary has been incorporated under the provisions
of the Companies Act, 2013 with its registered office situated
in Mumbai, Maharashtra. The Certificate of Incorporation was
issued by the Ministry of Corporate Affairs, Government of
India, on December 11, 2025.

Accordingly, Lloyds Advance Defence Systems Limited
became a Wholly Owned Subsidiary of the Company with
effect from December 11, 2025.

2) Associate:

During the year under review, the Company has only one
associate of the Company i.e. Lloyds Infrastructure and
Construction Limited.

As on March 31, 2026, the Company had three Subsidiaries
(Indian) and 1 Associate (Indian). There has been no material
change in the nature of the business of the subsidiaries.

Pursuant to SEBI Listing Regulations, the Company’s
Policy on determining material subsidiaries is uploaded on
the Company’s website at www.lloydsengg.in . A report
on the financial position of each of the subsidiary(ies) and
associate(s) as per Section 129(3) of the Act is provided
in Form AOC-1 enclosed to the Financial Statements as
Annexure J.

N. EXPANSION OF BUSINESS.

On 20^th May 2025, the Company has acquired Acquisition
of 21,85,000 (Twenty-One Lakhs Eighty-Five Thousand
only) equity shares of Metalfab Hightech Private Limited

("Metalfab"), representing 76.00% of the total issued,

subscribed, and paid-up capital of Metalfab at Rs. 130/- each
for an aggregate consideration of H28,40,50,000 (Rupees
Twenty-Eight Crores, Forty Lakhs Fifty Thousand only).
This acquisition shall strengthen its footprint in the high-
growth heavy fabrication and equipment manufacturing.
The acquisition of Metalfab Hightech Private Limited is
a strategic fit that compliments the company’s existing
business, significantly enhancing its overall capacities,
capabilities, and product portfolio.

Pursuant to such acquisition, Metalfab Hightech Private
Limited has become material subsidiary of the Company
from 20^th May 2025.

On December 11, 2025, the Company incorporated Lloyds
Advance Defence Systems Limited as its Wholly Owned
Subsidiary to spearhead its strategic expansion into
the defence sector. The incorporation of the subsidiary
represents a significant milestone in the Company's long¬
term growth strategy, providing a dedicated platform to
pursue opportunities in the defence industry with greater
operational focus, specialized compliance, and an emphasis
on indigenous manufacturing.

To strengthen the technological capabilities of this new
defence vertical, the Company has entered into strategic
collaborations with leading international partners to acquire
advanced defence know-how across drone technologies,
marine and underwater systems, radar solutions, and naval
propulsion systems. These partnerships are expected to
enhance the subsidiary's technological capabilities and
support the Company's vision of delivering world-class
defence solutions while contributing to the Government of
India's Atmanirbhar Bharat initiative.

On December 29, 2025, the Board of Directors approved
a Scheme of Merger involving Lloyds Infrastructure
Construction Limited, Metalfab Hightech Private Limited, and
Techno Industries Private Limited with Lloyds Engineering
Works Limited (LEWL), subject to the requisite statutory,
regulatory, shareholder, creditor and judicial approvals.

The proposed merger is a significant strategic initiative aimed
at creating an integrated engineering and infrastructure
enterprise by combining design, manufacturing and
EPC execution capabilities under a single entity. Upon
implementation, the merged entity is expected to emerge as
a comprehensive "Design-to-Execution" solutions provider
with a strong order book of approximately Rs. 6,150 crore (as
on H1 FY2025-26). The integration is expected to enhance
operational efficiencies, strengthen execution capabilities,
enable participation in larger multi-disciplinary projects,
generate business synergies and create long-term value for
all stakeholders.

During the year under review, the Company entered into an
expanded agreement with The Material Works Ltd., USA,
securing exclusive rights to design, manufacture, market
and commercially deploy its patented Eco Pickled Surface
(EPS) technology across international markets (subject to
specified territorial exclusions). The agreement significantly

expands the Company's commercial rights from the
domestic market to global markets and strengthens its
export-led growth strategy.

EPS is a patented, fourth-generation, acid-less steel pickling
technology that eliminates the use of hazardous acids,
operates with zero liquid discharge and utilizes recyclable
materials, offering an environmentally sustainable and
commercially viable alternative to conventional steel
pickling processes. The Company had introduced the
technology in India in 2023 and has already secured an
order worth approximately Rs. 50 crore for the deployment
of EPS technology. The expanded agreement is expected
to enhance the Company's portfolio of proprietary
technology-driven solutions, strengthen its international
presence and support the Government of India's Make in
India initiative by promoting exports of advanced green
manufacturing technologies

During the year under review, Techno Industries Private
Limited ("TIPL"), a material subsidiary of the Company,
became a Wholly Owned Subsidiary of the Company
pursuant to the following acquisitions:

c)    Pursuant to the Share Purchase Agreement dated July
30, 2024, the Board of Directors, at its meeting held on
July 1, 2025, approved the acquisition of an additional
13,75,000 equity shares, representing 11% of the paid-up
equity share capital of TIPL, for a cash consideration of
Rs. 25,00,00,000 (Rupees Twenty-Five Crore only).

d)    Further, pursuant to the aforesaid Share Purchase
Agreement, the Board of Directors, at its meeting held
on December 26, 2025, approved an amendment to the
said Share Purchase Agreement for the acquisition of
the remaining 14,99,999 equity shares, representing 12%
of the paid-up equity share capital of TIPL, having a face
value of Rs. 10/- each, for an aggregate consideration
of Rs. 22.70 crore (Rupees Twenty-Two Crore Seventy
Lakh only).

Consequent to the aforesaid acquisitions, the Company
acquired the remaining equity stake in TIPL and now holds
100% of its paid-up equity share capital. Accordingly, Techno
Industries Private Limited has become a Wholly Owned
Subsidiary of the Company.

The Company (LEWL) Part of Consortium Awarded
J613 Crore + €18 Million Order from SAIL - IISCO Steel
Plant for 4.2 MTPA Pellet Project

Lloyds Engineering Works Limited (LEWL) announced
that it has been selected as a consortium partner
alongside Primetals Technologies India Pvt. Ltd and
Primetals Technologies Austria GmbH for the design
and execution of a 4.2 mntpa Pellet Plant Complex at
Steel Authority of India Limited’s (SAIL) IISCO Steel
Plant, Burnpur (West Bengal).

The Letter of Acceptance (LOA) issued by SAIL
- ISP marks a total consortium contract value of
approximately J613 crore (Indian portion) + €18.26
million (Euro portion), with the project scheduled for

completion within 39 months from the effective date
of the contract. This major win represents a significant
milestone for the consortium and reinforces LEWL’s growing
reputation as a trusted engineering partner to India’s core
industrial sectors.

Transforming Collaborations into Strategic Wins

Over the past two years, LEWL has successfully established
over 10 collaborations with both domestic and international
partners. These strategic alliances have been instrumental in
broadening the company’s technical scope and positioning
it to participate in high-value industrial projects.

This project with SAIL, one of India’s largest steel companies,
is a demonstration of LEWL’s ability to translate collaborations
into tangible, large-scale orders, contributing meaningfully
to its growth. In the coming months, the company intends to
further deepen these alliances and explore new partnerships
aimed at converting such collaborations into additional high-
value engineering and manufacturing projects.

Showcasing Lloyds Engineering’s Technical Strength

Under this consortium arrangement, LEWL will be
responsible for detailed design and engineering and will
also contribute to the supply some of critical process
equipment and systems for the project.

A Testament to Growing Expertise and Credibility

LEWL continues to execute several large-scale orders from
marquee clients across the steel, infrastructure, and heavy¬
engineering sectors, demonstrating its comprehensive
design-to-delivery competence and commitment to quality
safety, and performance.

The SAIL - ISP pellet-plant project is another significant
achievement for LEWL, adding to its expanding portfolio
of high-impact industrial and infrastructure projects, and
marking yet another milestone in its journey to build a world-
class engineering enterprise of scale and substance.

Memorandum of Understanding with Flyfocus

During the year under review, Lloyds Engineering
Works Limited (LEWL) entered into a Memorandum of
Understanding (MoU) with FlyFocus Sp. z o.o., Poland, a
specialist in unmanned aerial vehicles (UAVs), avionics
systems, and signals intelligence (SIGINT) technologies,
for the joint development and manufacture of the Defender
SIGINT UAV (Drone). The collaboration aims to deliver
a next-generation unmanned platform for intelligence,
surveillance, and reconnaissance applications, with
exclusive deployment rights in India and a clear roadmap for
technology transfer, indigenisation, and local manufacturing
under the Make in India framework. Under this arrangement,
FlyFocus brings advanced UAV and avionics expertise, while
LEWL will focus on system integration, localisation, and
production within India.

The Defender UAV program marks a strategic expansion
of LEWL into the aerospace and defence domain,

complementing its existing strengths in marine and
precision engineering systems. The platform is designed for
diverse defence applications including border surveillance,
coastal monitoring, base security and electronic threat
detection, thereby strengthening India’s tactical and
intelligence capabilities. The collaboration also opens
potential export opportunities in global markets, particularly
in view of increasing international demand for advanced
unmanned systems. This initiative reflects LEWL’s
broader strategy of building long-term capabilities in high-
technology defence domains through global partnerships,
while contributing to India’s growing self-reliant defence
manufacturing ecosystem.

Memorandum of Understanding with Flyfocus for First
Person View (FPV) Systems

During the year under review, Lloyds Engineering
Works Limited (LEWL) entered into a Memorandum of
Understanding (MoU) with FlyFocus Sp. z o.o., Poland, for the
joint development and introduction of advanced First Person
View (FPV) drone systems for India’s defence and security
applications. This collaboration builds on the existing
Defender UAV program and expands the partnership
into agile, short-range unmanned systems designed for
high-mobility, close-quarter operations such as real-time
reconnaissance, urban security, training, and special
missions. While the Defender platform addresses long-range
intelligence and surveillance requirements, the FPV drones
will complement it by enhancing tactical responsiveness and
operational flexibility for India’s security forces.

Under the MoU, FlyFocus will provide technology transfer
support, enabling localisation of over 50% of components
and facilitating final assembly in India, in alignment with the
Make in India and Atmanirbhar Bharat initiatives. LEWL will
hold exclusive rights for adaptation and deployment of FPV
systems in India, while also exploring export opportunities
arising from growing global demand for agile drone
platforms. Together, these initiatives mark a significant step
in building a comprehensive, multi-tiered drone ecosystem
spanning strategic surveillance to tactical engagement,
further strengthening LEWL’s position in India’s evolving
defence manufacturing landscape.

Agreement with CEMI Process Optimization Brazil and
CEMI Process Optimization LLC

During the year under review, Lloyds Engineering Works
Limited (LEWL) entered into a strategic partnership with
CEMI Process Optimization, a global technology company
headquartered in Brazil, along with its affiliate CEMI
Process Optimization LLC, to jointly drive industrial process
optimisation solutions in India. CEMI specialises in advanced
process control, dynamic simulation, and industrial vision
systems, with proven applications across the mining,
cement, and steel industries through its proprietary platforms
such as OptProcess®, OptVision®, and OptGrade®. The
collaboration aims to leverage CEMI’s digital technologies
along with LEWL’s engineering, execution, and industrial
integration capabilities to deliver end-to-end plant and
process optimisation solutions.

This partnership is strategically aligned with India’s
ongoing industrial modernisation and Make in India
initiative, particularly in sectors such as mining, steel, and
cement, where digital adoption and automation are rapidly
gaining importance. The collaboration is expected to
introduce advanced process intelligence solutions in an
under-penetrated market, enabling improved operational
efficiency, energy optimisation, and cost savings for
industrial customers. It also opens opportunities for
recurring, technology-led revenue streams, including digital
and software-based services, while strengthening LEWL’s
positioning at the intersection of industrial engineering and
digital transformation.

Agreement with FINCANTIERI S.p.A.,

During the year under review, Lloyds Engineering Works
Limited (LEWL) further strengthened its strategic
technological partnership with Fincantieri S.p.A., Italy,
one of the world’s leading shipbuilding groups, to expand
its defence and marine product portfolio. Building on the
existing collaboration for the design and manufacture of
Advanced Steering Gear Systems, Fin Stabilizer Systems,
Azimuthal Thrusters, and Transversal Tunnel Thrusters, the
partnership has now been extended to include Controllable
Pitch Propeller (CPP) Systems and Shafting Systems. These
systems are critical for modern naval vessels, enabling
improved thrust control, fuel efficiency, maneuverability, and
efficient power transmission with low acoustic signature,
thereby enhancing operational effectiveness.

Through this expanded collaboration, LEWL aims to
indigenously design and manufacture advanced marine
propulsion systems that have traditionally been import-
dependent, thereby contributing significantly to the
Government of India’s Atmanirbhar Bharat initiative and
strengthening domestic naval self-reliance. The partnership
also facilitates access to global engineering expertise
from Fincantieri S.p.A., enabling the development of
advanced manufacturing and testing capabilities and
positioning LEWL as a competitive supplier for domestic
and international naval programmes. This development
further supports LEWL’s growing defence order book and
reinforces its long-term growth prospects in the marine and
defence engineering segment.

O.    MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY.

There were no material changes and commitments affecting
the financial position of the Company between the end of the
financial year and the date of this Report.

P.    PUBLIC DEPOSIT.

Your Company has neither invited nor accepted public
deposits within the meaning of Section 73 and 76 of the
Companies Act, 2013 read with the Companies (Acceptance
of Deposits) Rules, 2014, as on March 31, 2026.

Q.    EMPLOYEE STOCK OPTION SCHEME/PLAN

The Company with the motive of appreciating employees
hard work and providing them the ownership interest in the
Company decided to came up with the ESOP The Members
of the Company at the Extraordinary General Meeting held
on 24^th January, 2022 approved the Lloyds Steels Industries
Limited Employee Stock Option Plan - 2021 (“LLOYDS
STEELS ESOP -2021”) for issue of Employee Stock Options
to such eligible employees (as defined in the Scheme),
of any present and future Group companies including
Subsidiary(ies), Associate company(ies) and the Holding
Company ('Eligible Employees’), selected on the basis of
criteria decided by the Board or a Committee thereof. The
scheme has been implemented via Trust Route wherein the
Company will issue and allot such number of Equity Shares
of Re. 1/- (Rupee One Only) each not exceeding 4,40,00,000
(Four Crore Forty Lakh only) equity shares, representing
in the aggregate 4.90 % of the paid-up share capital of the
Company (as on the date of passing of the resolution) as to
trust and the trust will transfer the shares to the Employees
who successfully exercised their vested options.

Vesting / Allotment of Shares under ESOP:

During the Financial Year 2025-26, the Company allotted
60,54,144 equity shares of face value Re. 1/- each under the
Company's Employee Stock Option Scheme, as approved
by the Nomination and Remuneration Committee ("NRC"), as
detailed below:

Date of Allotment	No. of Equity Shares	Issue Price (Rs.)	Date of vesting
July 1, 2025	68,300	9.50	On or after July 30, 2025
November 7, 2025	1,05,784	9.50	On or after January 01, 2026
February 4, 2026	43,56,000	7.50	On or after March 31, 2026
February 4, 2026	15,24,060	9.50	On or after March 31, 2026
Total	60,54,144	-	Â

 

The above allotments were made pursuant to the Company's
Employee Stock Option Scheme approved by the Members
at the Extra-Ordinary General Meeting held on January
24, 2022.

The above Scheme/Plan is in line with the Securities
and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 (“SBEB &
SE Regulations”). The Company has obtained certificates
from the Auditors of the Company stating that the Schemes
have been implemented in accordance with the SBEB & SE
Regulations and the resolutions passed by the members.

Issue of fresh grants of ESOP:

During the year under review, the Nomination and
Remuneration Committee, at its meetings held from time to
time, approved the grant of Employee Stock Options under
the “Lloyds Steels Industries Limited Employee Stock Option
Plan - 2021”, as approved by the Members of the Company
at the Extra-Ordinary General Meeting held on January 24,
2022, and in respect of which the Company has obtained In¬
principle approvals from the Stock Exchanges.

The details of the options granted during the year are as follows:

Date of Grant	No. of Equity Shares	Issue Price (Rs.)	Category of Employees
March 31, 2026	69,71,000	9.50	Employees of Company
March 31, 2026	12,29,000	9.50	Employees of Techno Industries Works Limited, Subsidiary of the Company
December 26, 2025	11,55,074	9.50	Employees of Lloyds Infrastructure & Construction Limited, an Associate of the Company
November 7, 2025	3,20,000	9.50	Employees of Techno Industries Works Limited, Subsidiary of the Company
July 01, 2025	16,33,00	9.50	Employees of the Company
July 01, 2025	3,48,000	9.50	Employees of Techno Industries Works Limited, Subsidiary of the Company
July 01, 2025	1,21,795	9.50	Employees of Lloyds Infrastructure & Construction Limited, an Associate of the Company

Further, pursuant to Regulation 13 of the Securities Exchange
Board of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 in the case of every company which has
passed a resolution for the scheme (s) under these regulations,
the Board of Directors shall at each annual general meeting place
before the shareholders a certificate from the secretarial auditors
of the company that the scheme(s) has been implemented in
accordance with these regulations and in accordance with the
resolution of the company in the general meeting. The Certificate
from the secretarial auditors of the company in Annexure I.

The details required to be disclosed under SEBI Guidelines are
available on the website of the Company at www.lloydsengg.in .

R. DIRECTORS AND KEY MANAGERIAL PERSONNEL.

During the year under review, there were following changes
in the Directors of the Company:

a) Mr. Ashok Kumar Sharma (DIN: 09352764),
Independent Director of the Company, tendered his
resignation from the office of Director with effect from
the close of business hours on July 1, 2025, due to

personal reasons and unavoidable circumstances,
which prevented him from devoting sufficient time to
the affairs of the Company The Board of Directors, at its
meeting, took note of and accepted his resignation. The
Board placed on record its sincere appreciation for the
valuable guidance, support, and contributions made by
Mr. Sharma during his tenure as an Independent Director
and wished him success in all his future endeavours.

b) The Board of Directors of the Company, at its meeting
held on July 1, 2025, approved the appointment of
Mrs. Alka Upadhyay (DIN: 11165427) as an Additional
Director in the capacity of Independent Director on the
Board of the Company for a term not exceeding five
consecutive years, commencing from July 1, 2025 up
to September 30, 2029, subject to the approval of the
Members of the Company Pursuant to the provisions of
Section 161 of the Companies Act, 2013, Mrs. Upadhyay
shall hold office up to the date of the ensuing Annual
General Meeting and is eligible for appointment as a
Director, not liable to retire by rotation. Further, in terms
of Regulation 17(1C) of the SEBI (Listing Obligations

and Disclosure Requirements) Regulations, 2015, the
Company obtained approval of the Members at the
Annual General Meeting held on August 21, 2025 for her
appointment as an Independent Director. Mrs. Upadhyay,
aged 54 years, holds a Bachelor’s degree in Metallurgical
Engineering from BIT Sindri and is also an alumna
of Harvard Business School, having completed the
Senior Executive Leadership Program. She is a
seasoned sustainability and industry professional with
nearly three decades of diverse experience across
industrial and professional services sectors. Her areas
of expertise include business development, low-
carbon strategy formulation, operational excellence,
and leading large-scale transformation and change
management initiatives.

c) The Board of Directors of the Company, at its meeting
held on July 1, 2025, approved the appointment of
Mr. Ashok Tandon (DIN: 00028301) as an Additional
Director in the capacity of Independent Director on the
Board of the Company for a term not exceeding five
consecutive years, commencing from July 2, 2025 up
to September 30, 2029, subject to the approval of the
Members of the Company. Pursuant to the provisions
of Section 161 of the Companies Act, 2013, Mr. Tandon
shall hold office up to the date of the ensuing Annual
General Meeting and is eligible for appointment as a
Director, not liable to retire by rotation. Further, in terms
of Regulation 17(1C) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the
Company obtained approval of the Members at the
Annual General Meeting held on August 21, 2026 for his
appointment as an Independent Director. Mr. Tandon,
aged 66 years, holds a Bachelor’s degree in Mechanical
Engineering from SGS Institute of Technology &
Science, Indore. He is a seasoned engineering
professional with over four decades of experience
across the Engineering, Steel, Oil & Refinery, and Capital
Equipment/EPC sectors. He has held senior leadership
positions in several reputed organizations, including
Hindustan Petroleum Corporation Limited (HPCL), Ispat
Industries Limited, M.N. Dastur & Company Ltd., and the
Welspun Group. His extensive career includes significant
contributions in public sector environments, including
the HPCL Refinery at Visakhapatnam, where he was
involved in key projects and operational excellence
initiatives. His diverse industry exposure and leadership
experience are expected to add significant value to the
Company’s Board.

Association of Mr. Tandon with the Company

Mr. Tandon was appointed as an Additional Director in
the Company on 15^th January 2014 and then regularised
as a Non-Executive Director by the Shareholders /
Members approval in the Annual General meeting held
on 30^th September 2014. Further, he was appointed as
a Managing Director on 20^th January 2016 which was
subsequently approved by the Shareholder / Members
of the Company in their Annual General Meeting held on
31^st August 2016 for a period of 3 years.

Further, he was reappointed as a Managing Director for
a further period of 3 years in the Annual General Meeting
held on 9^th August 2018 for a period of 3 years i.e. from
20^th January 2019 till 19^th January 2022. Mr. Tandon
resigned from the Office of Managing Director from
the closure of business hours of 31^st March 2021 as
he has surpassed Superannuation age of 62 years by
managing the affairs of the Company. However, he was
associated with the Company by his appointment as
a Non-Executive Director from 1^st April 2021 with the
approval of Shareholders / Members in their Annual
General Meeting held on 15^th July 2021.

In view of the above, it could come out that Mr. Tandon
has served more than 3 years of cooling period as he was
not associated in day-to-day affairs of the Company and
proposed to be appointed as an Independent Director of
the Company.

d) The Board of Directors of the Company, at its meeting
held on February 4, 2026, approved the appointment
of Mr. Vinay Kumar Tripathi (DIN: 09463988) as an
Additional Director in the capacity of Independent
Director on the Board of the Company for a term not
exceeding five consecutive years, commencing from
February 4, 2026 up to September 30, 2030, subject to
the approval of the Members of the Company. Pursuant
to the provisions of Section 161 of the Companies Act,
2013, Mr. Tripathi shall hold office up to the date of the
ensuing Annual General Meeting and is eligible for
appointment as a Director, not liable to retire by rotation.
Further, in terms of Regulation 17(1C) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Company obtained approval of the Members
at the Extraordinary General Meeting held on March 27,
2026 for his appointment as an Independent Director.

Mr. Vinay Kumar Tripathi, B.E. (Electrical Engineering)
from I IT Roorkee, is a distinguished former Indian
Railways officer who retired as Chairman & CEO,
Railway Board and Ex-Officio Principal Secretary to
the Government of India. He joined the Indian Railway
Service of Electrical Engineers (IRSEE) in the 1983
batch and served Indian Railways for around 38 years
in various key techno-managerial positions, including
Divisional Railway Manager, Chief Electrical Service
Engineer, Additional General Manager, Additional
Member (Traction), and General Manager across
multiple zones such as Western, North Central, and
North Eastern Railways. During his career, he contributed
significantly to the indigenisation of electric locomotive
technologies, adoption of three-phase traction systems,
large-scale electrification, and implementation of
solar energy initiatives, along with major infrastructure
development and passenger amenity improvements.
He played a pivotal role in capacity augmentation,
network decongestion, and operational efficiency

enhancements, including complete gauge conversion
and electrification of North Eastern Railway, and
workforce upskilling under the Skill India Mission. His
tenure is widely recognised for driving modernization,
efficiency, and transformational change in Indian
Railways, earning several national-level accolades
including the National Energy Conservation Award.

e)    The Board of Directors of the Company, at its meeting
held on February 4, 2026, approved the appointment of
Mr. Apurva Chandra (DIN: 02531655) as an Additional
Director in the capacity of Independent Director on the
Board of the Company for a term not exceeding five
consecutive years, commencing from February 4, 2026
up to September 30, 2030, subject to the approval of the
Members of the Company. Pursuant to the provisions
of Section 161 of the Companies Act, 2013, Mr. Chandra
shall hold office up to the date of the ensuing Annual
General Meeting and is eligible for appointment as a
Director, not liable to retire by rotation. Further, in terms
of Regulation 17(1C) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the
Company obtained approval of the Members at the
Extraordinary General Meeting held on March 27, 2026
for his appointment as an Independent Director.

Mr. Apurva Chandra (DIN: 02531655) is a senior Indian
Administrative Service (IAS) officer of the 1988 batch
(Maharashtra cadre) with over 36 years of experience
in public administration, policy formulation, regulatory
reforms, and industrial development. He superannuated
from Government service on September 30, 2024
and is currently serving as Principal Advisor to the
Ministry of Defence, Government of India, where he is
engaged in defence procurement reforms and review
of the Defence Acquisition Procedure (DAP), 2020.
During his distinguished career, he has held several
key positions including Secretary, Ministry of Health &
Family Welfare; Ministry of Information & Broadcasting;
Ministry of Labour & Employment; and Director
General (Acquisition), Ministry of Defence, where he
led major defence capital acquisitions and contributed
significantly to indigenisation and reforms under the
“Make in India” initiative. He has also served as Principal
Secretary (Industries), Government of Maharashtra,
driving large-scale industrial promotion, investment
facilitation, and development of key industrial corridors,
while improving India’s Ease of Doing Business ranking.
He has represented India at various international forums
including the International Labour Organization (ILO)
and World Health Assembly. He holds engineering
degrees from IIT Delhi and has also served on the boards
of several listed companies, bringing extensive expertise
in governance, public policy, and strategic oversight.

f)    The Board of Directors of the Company, at its meeting
held on February 4, 2026, approved the appointment
of Mr. Balasubramanian Prabhakaran (DIN: 01428366)
as an Additional Director on the Board of the Company
in the category of Non-Executive Non-Independent

Director, and subsequently recommended his
appointment as a Non-Executive Non-Independent
Director for a term not exceeding five consecutive years,
commencing from February 4, 2026 up to September
30, 2030, subject to approval of the Members of the
Company and requisite regulatory approvals. Pursuant
to the provisions of Section 161 of the Companies Act,
2013, Mr. Prabhakaran shall hold office up to the date
of the ensuing Annual General Meeting and is eligible
for appointment as a Director, liable to retire by rotation.
Further, in terms of Regulation 17(1C) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Company obtained approval of the Members
at the Extraordinary General Meeting held on March 27,
2026 for his appointment as a Director.

Mr. Balasubramanian Prabhakaran is the Managing
Director of Lloyds Metals and Energy Limited and
Founder & Managing Director of Thriveni Earthmovers,
with over three decades of experience in the mining
and infrastructure sector. He has been instrumental in
transforming Lloyds Metals into a fully integrated mine-
to-beneficiation operation, including development
of beneficiation plants, slurry pipeline, logistics
infrastructure, and adoption of advanced, technology-
driven and sustainable mining practices. Under his
leadership, the Company has also strengthened its
ESG framework, operational efficiency, and community
development initiatives, including large-scale livelihood,
skill development, and social welfare programmes
through the Lloyds Infinite Foundation. His leadership is
widely recognised for combining operational excellence
with sustainable and inclusive growth.

Based on his experience and expertise, the Board
considers his appointment as a Non-Executive Non¬
Independent Director to be in the best interest of the
Company. He is eligible for appointment under Section
164 of the Companies Act, 2013 and has provided
his consent and necessary declarations, including
confirmation that he is not debarred from holding the
office of Director by any regulatory authority. He does
not hold any equity shares in the Company, and none of
his relatives hold any shares. A brief profile is provided in
Annexure A in compliance with Regulation 36(3) of SEBI
(LODR) Regulations, 2015 and SS-2. He shall be entitled
to sitting fees for attending Board and Committee
meetings, and the Board recommends his appointment
for approval of the Members of the Company.

g) In terms of Section 149 and other applicable provisions
of the Companies Act, 2013 (“Act”) and the rules made
thereunder, Mr. Kishor Kumar Mohanlal Pradhan
(DIN: 02749508) was appointed as a Non-Executive
Independent Director of the Company for a term of five
years from July 22, 2021 to July 21, 2026. Accordingly,
he is due for completion of his first term on July 22,
2026. In accordance with Section 149(10) of the Act, an
Independent Director is eligible for re-appointment for
a second term of up to five consecutive years, subject

to approval of the Members by a special resolution.
Based on the outcome of the performance evaluation
carried out by the Independent Directors, and on the
recommendation of the Nomination and Remuneration
Committee, the Board is satisfied that Mr. Pradhan
continues to meet the criteria of independence under
the Act and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, and that his
continued association would be in the interest of the
Company considering his experience and expertise.
Accordingly, the Board recommends his re-appointment
as an Independent Director for a second term of five
consecutive years from July 22, 2026 to July 21, 2031,
not liable to retire by rotation, subject to approval of the
Members. The said appointment was approved by the
Members at the Extraordinary General Meeting held on
March 27, 2026.

Mr. Pradhan, aged 67 years, is a seasoned banking and
financial services professional with over 37 years of
extensive experience in India’s banking sector. He has
worked with reputed institutions including Indian Airlines,
Reserve Bank of India, Bank of India, and Industrial
Development Bank of India (IDBI), where he joined in 1983
and retired as General Manager after a distinguished
career. During his tenure at IDBI, he handled a wide
range of critical functions across diverse domains such
as Project Finance, Central Administration, Research,
Central Accounts, Resource Management, Human
Resources, Recovery and Non-Performing Asset
(NPA) Management, Audit, Business Development,
and Strategic Planning, thereby developing deep
expertise in banking operations, credit appraisal, risk
management, and institutional governance. He was also
deputed for three years as Chief Executive Incharge of
Investor Services of India Limited, a subsidiary of IDBI,
where he was responsible for overall operational and
strategic management. Through his long and diverse
career, Mr. Pradhan has developed strong analytical
capabilities, regulatory understanding, and leadership
skills in managing complex financial and administrative
functions. His vast experience in banking and financial
oversight has been of significant value to the Board,
and he continues to provide meaningful insights and
guidance contributing to the Company’s governance,
financial prudence, and overall strategic direction.

Statement of Board of Directors:

The Board of Directors of the Company are of the opinion
that the Independent Directors of the Company reappointed
during the year possesses integrity, relevant expertise and
experience (including the proficiency) required to best serve
the interest of the Company.

Proficiency means proficiency of the Independent Director
as ascertained from the online proficiency self-assessment
test conducted by the Indian Institute of Corporate Affairs.

Procedure for Nomination and Appointment
of Directors:

The Nomination and Remuneration Committee (NRC)
is responsible for developing competency requirements
for the Board based on the industry and strategy of the
Company. The Board composition analysis reflects
in-depth understanding of the Company, including its
strategies, environment, operations, financial condition
and compliance requirements. The Committee is also
responsible for reviewing the profiles of potential candidates
vis-a-vis the required competencies and meeting the
potential candidates prior to making recommendations of
their nomination to the Board. At the time of appointment,
specific requirements for the position including expert
knowledge expected is communicated to the appointee.
The list of core skills, expertise and competencies of the
Board of Directors as are required in the context of the
businesses and sectors applicable to the Company are
identified by the Board and are available with the Board. The
Directors have also reviewed the list of core skills, expertise
and competencies which were mapped against them. The
same is disclosed in the Corporate Governance Report
forming part of this Annual Report.

Criteria for determining Qualifications, Positive
Attributes and Independence of a Director:

The NRC has formulated the criteria for determining
qualifications, positive attributes and independence of
Directors in terms of provisions of Section 178(3) of the Act
and the SEBI Listing Regulations. The same is available on
the website of the Company at www.lloydsengg.in.

Board Evaluation

The Board has carried out the annual evaluation of its own
performance and that of its committees and individual
Directors for the year pursuant to the provisions of the
Act and the SEBI Listing Regulations. The exercise of
performance evaluation was carried out electronically
through a secure application, reducing the cycle time
to make documents available to the Board/Committee
Members and in increasing confidentiality and accuracy.

The performance of the Board and individual Directors was
evaluated by the Board after seeking inputs from all the
Directors. The criteria for performance evaluation of the
Board included aspects such as Board composition and
structure, effectiveness of Board processes, contribution
in the long-term strategic planning, etc. The performance of
the committees was evaluated by the Board after seeking
inputs from the committee members on the basis of criteria
such as the composition of committees, effectiveness of
committee meetings, etc.

The Chairman of the Board had one-on-one meetings
with each Independent Director and the Chairman of
the NRC had one-on-one meetings with each Executive
and Non-Executive, Non-Independent Directors. In a
separate meeting, the Independent Directors evaluated

the performance of Non-Independent Directors and
performance of the Board as a whole including the Chairman
of the Board taking into account the views of Executive
Directors and Non-Executive Directors.

The NRC reviewed the performance of the Board, its
Committees and of the Individual Directors. The same was
discussed in the Board Meeting that followed the meeting
of the Independent Directors and the NRC, at which the
feedback received from the Directors on the performance
of the Board and its Committees was also discussed. The
Company follows a practice of addressing each of the
observations and suggestions by drawing up an action plan
and monitoring its implementation through the Action Taken
Report which is reviewed by the Board of Directors from
time to time.

Nomination and Remuneration Policy: The Company has
in place a Remuneration Policy for the Directors, KMP and

other employees pursuant to the provisions of the Act
and the SEBI Listing Regulations which is available on the
website of the Company at www.lloydsengg.in .

S.    DETAILS OF COMPANIES WHO CEASES TO BE
SUBSIDIARIES / ASSOCIATES / JOINT VENTURE
OF THE COMPANY:

During the year, there were no changes regarding ceasing of
Subsidiaries/Associates/Joint Ventures of the Company as
on 31^st March, 2026.

T.    DISCLOSURE RELATED TO BOARD AND
CORPORATE GOVERNANCE:

a. Number of Meetings of the Board: Total 11 (Eleven) Board
Meetings were held during the financial year 2025-26 as
required u/s 134 (3) (b) of the Companies Act, 2013 the details
of which are as under:

Date of Board meetings	Purpose
8th April 2025	Terms and conditions of Proposed Rights Issue which was postponed at a later date
17th April 2025	Terms and conditions of Proposed Rights Issue
7th May 2025	Financial Results for the year ended 31st March 2025
20th May 2025	Acquisition of Metalfab Hightech Private Limited
5th June 2025	Allotment of Rights Issue of shares
1st July 2025	Appointment of directors and Acquisition of stake in Techno Industries Private Limited
29th July 2025	Financial Results for the quarter ended June 30, 2025 and General Purpose
7th November 2025	Financial Results for the quarter ended September 30, 2025 and General Purpose
26th December 2025	Acquisition of stake in Techno Industries Private Limited
29th December 2025	Merger and Amalgamation
4th February 2026	Financial Results for the quarter ended December 31, 2025 and General Purpose

In respect of such meetings proper notices were given and
the proceedings were properly recorded and signed in
the Minutes Book maintained for the purpose. No circular
resolutions were passed by the Company during the financial
year under review.

b.    Committees of the Board:

The detailed information with regard to the composition of
Board and its Committee(s) and their respective meetings
etc. are stated in the Corporate Governance Report of the
Company which forms part of this Annual Report.

c.    Corporate Governance:

The Company follows the best governance practices to boost
long-term shareholder value and respect minority rights. The
Company considers the same as its inherent responsibility to
disclose timely and accurate information to its stakeholders
regarding its operations and performance, as well as the
leadership and governance of the Company. The Company
is committed to the values and ideals that guide and govern
the conduct of the companies as well as its employees in all
matters relating to business.

The Company’s overall governance framework, systems and
processes reflect and support its Mission, Vision and Values.
At our Company, human rights is also an integral aspect of
doing business and the Company is committed to respect
and protect human rights to remediate adverse human
rights impacts that may be resulting from or caused by the
Company’s businesses.

The Company’s governance guidelines cover aspects mainly
relating to composition and role of the Board, Chairman and
Directors, Board diversity, retirement age for the Directors and
Committees of the Board.

The Company has taken adequate steps to ensure that all
mandatory provisions of Corporate Governance as prescribed
under SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 are complied with. As per Regulation 34(3)
Read with Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a separate section on corporate
governance, together with a certificate from the Company’s
Statutory Auditors, forms part of this Report as 'Annexure A’.

d.    Performance Evaluation of the Board and its
Committee(s): The Board has carried out an annual
performance evaluation of its own performance and that of
its committees and individual directors. The manner in which
the evaluation has been carried out has been explained in the
Corporate Governance Report.

e.    Meeting of the Independent Directors: During the year

under review, one (1) Meeting of the Independent Directors
of the Company was held on 4^th February, 2026 as required
under Schedule IV to the Act (Code for Independent
Directors) and Regulation 25(3) of the SEBI Listing
Regulations. At their Meeting, the Independent Directors
reviewed the performance of Non-Independent Directors
and the Board as a whole including the Chairman of the
Board after taking the views of Executive and Non-Executive
Directors and also assessed the quality, quantity and
timeliness of flow of information between the Management
and the Board that is necessary for the Board to effectively
and reasonably perform their duties. They also reviewed the
performance of the Whole Time Directors of the Company
taking into account the views of the Directors. Apart from 4^th
February 2026, the Independent Directors also met on 29^th
December 2025 in order to discuss and approve the scheme
and other details related to Merger.

All the Independent Directors were present at this meeting.
The observations made by the Independent Directors have
been adopted and implemented.

Independent Directors Independent Directors play a pivotal
role by overseeing the Company’s internal controls, financial
reporting and risk management. They provide valuable
insights and recommendations that help the Company
achieve its goals for ensuring effective corporate governance
for the success and sustainability of the organisation. Their
increased presence in the boardroom has been hailed as
a harbinger for striking a right balance between individual,
economic and social interests. The Company currently
has four (4) Non-Executive Independent Directors which
comprise around 57%, including one (1) Woman Director
comprising 14% of the total strength of the Board of Directors.
The maximum tenure of the Independent Directors is in
accordance with the Act and the SEBI Listing Regulations.
The NRC identifies candidates based on certain criteria laid
down and takes into consideration the need for diversity of
the Board which, inter alia, includes skills, knowledge and
experience and accordingly makes its recommendations to
the Board.

f.    Declaration by Independent Directors:

The Company has received a declaration from the
Independent Directors confirming that they meet the criteria of
independence as prescribed under Section 149(6) of the Act
read with Regulation 16(1)(b) of the SEBI Listing Regulations.
In terms of Regulation 25(8) of the SEBI Listing Regulations,
the Independent Directors have confirmed that they are not
aware of any circumstances or situations which exist or may
be reasonably anticipated that could impair or impact their

ability to discharge their duties. In the opinion of the Board, the
Independent Directors fulfil the conditions of independence
specified in the Act and the SEBI Listing Regulations and are
independent of the Management. Further, the Independent
Directors have in terms of Section 150 of the Act read with
Rule 6 of the Companies (Appointment & Qualification of
Directors) Rules, 2014, as amended, confirmed that they have
enrolled themselves in the Independent Directors’ Databank
maintained with the Indian Institute of Corporate Affairs
('IICA’). They have also confirmed that they have attempted
the proficiency self-assessment test conducted by IICA and
cleared the same required if any or they are exempt from
the requirement to undertake the online proficiency self¬
assessment test conducted by IICA or still in process to pass
proficiency self-assessment test conducted by IICA and two
years have not been passed after inclusion of his/her name in
the databank.

g.    Terms and conditions of appointment of
Independent Directors:

All the Independent Directors of the Company have been
appointed as per the provisions of the Companies Act 2013
and the SEBI Listing Regulations. As required by Regulation
46 of the SEBI Listing Regulations, the terms and conditions
of their appointment have been disclosed on the website of
the Company at www.lloydsengg.in .

h.    Induction and Familiarisation Programme for
Independent Directors:

The Company has a familiarisation programme for its
Independent Directors with an objective to enable them to
understand the Company, its operations, strategies, business,
functions, policies, industry and environment in which it
functions and the regulatory applicable to it and operations
of its subsidiaries. These include orientation programmes
upon induction of new Directors as well as other initiatives to
update the Directors on a continuous basis.

An induction kit is provided to new Directors which includes
the Annual Report, overview of the Company and Code of
Conduct for Non-Executive Directors including Independent
Directors, Company’s Code of Conduct for Prevention of
Insider Trading and Code of Corporate Disclosure Practices,
etc. Meetings with Executive Directors / Whole Time
Directors are organised to provide a brief on the businesses/
functions.

Pursuant to Regulation 25(7) of the SEBI Listing Regulations,
the Company imparted various familiarisation programmes
to its Directors. The Directors are also regularly updated
by sharing various useful reading material relating to the
Company’s performance, operations, business highlights.
Pursuant to Regulation 46 of the SEBI Listing Regulations,
the details of such familiarisation programmes during
FY 2025-26 are available on the website of the Company at
www.lloydsengg.in .

The details of the Familiarization Programmes as conducted
by the Company during the last financial are available on the
website of the Company (www.lloydsengg.in).

i.    Composition of Audit Committee:

The Audit Committee comprised three (3) Members and all
three (3) are Independent Directors. During the year under
review, five (5) Audit Committee Meetings were held, details
of which are provided in the Corporate Governance Report.
During the year under review, there were no instances when
the recommendations of the Audit Committee were not
accepted by the Board.

j.    Composition of Corporate Social Responsibility (CSR):

The CSR Committee comprised three (3) Members out
of which one (2) are Independent Directors. During the
year under review, one (1) Meeting of the CSR Committee
was held, details of which are provided in the Corporate
Governance Report. During the year under review, there
were no instances when the recommendations of the CSR
Committee were not accepted by the Board.

U. DIRECTORS’ RESPONSIBILITY STATEMENT.

Pursuant to Section 134(3)(c) and 134 (5) of the Companies
Act 2013, your Directors state that:

1.    in the preparation of the annual accounts for the year
ended March 31,2026, the applicable accounting
standards have been followed and there are no material
departures from the same;

2.    the Directors 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
as at March 31,2026 and of the profit of the Company for
the year ended on that date;

3.    the Directors have 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;

4.    the Directors have prepared the annual accounts on a
'going concern’ basis;

5.    the Directors have laid down internal financial controls
to be followed by the Company and that such internal
financial controls are adequate and are operating
effectively and;

6.    the Directors have devised proper systems and controls
to ensure compliance with the provisions of all applicable
laws and that such systems and controls are adequate
and operating effectively.

V.    ENERGY CONSERVATION, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

The Information on Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings and Outgo, which
is required to be given pursuant to the provisions of section
134(3)(m) of the Companies Act, 2013, read with Rule 8 of
Companies (Account) Rules, 2014 is annexed hereto marked
as 'Annexure D’ and forms part of this report.

W.    ANNUAL RETURN:

In terms of 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, the Annual
Return in form MGT-7 as on 31^st March 2026 is available on
the website of the Company at www.lloydsengg.in .

X.    VARIOUS POLICIES OF THE COMPANY.

In accordance with the provisions of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
and the Companies Act, 2013 the Company has formulated,
implemented and amended (as per the Companies
(amendments) Act, 2017, SEBI (Prohibition of Insider
Trading) (Amendment) Regulations, 2019) and SEBI (Listing
Obligations and Disclosure Requirements) (Amendment)
Regulations, 2018 and other applicable provisions, Company
has formulated various policies and the Amended copy of
all such Policies are available on Company’s website (www.
lloydsengg.in) under the Corporate Policies sub-caption of
the Investor Caption. The policies are reviewed periodically
by the Board and updated based on need and requirements.

Name of the Policy	Brief Description
Whistle Blower or Vigil Mechanism Policy	The policy is meant for directors, employees and stakeholders of the Company to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct and ethics amongst others.
Policy for Related Party Transactions	The policy regulates all transactions taking place between the Company and its related parties in accordance with the applicable provisions.
Policy for preservation of documents	The policy deals with the retention of corporate records of the Company.
Policy for determination of materiality of events	This policy applies for determining and disclosing material events taking place in the Company
Code of conduct for Director(s) and Senior Management Personnel	The Policy is aimed to formulate a Code of Conduct for the Directors and Senior Management Personnel to establish highest standard of their ethical, moral and legal conduct in the business affairs of the Company.
Nomination and Remuneration Policy	The policy formulates the criteria for determining qualifications / competencies / positive attributes and independence related to the appointment, removal and remuneration of a Director (Executive / Non-Executive) and also the criteria for determining the remuneration of the Directors, Key Managerial Personnel and other employees covered under the prescribed criteria, if any.
Code of Conduct for Prohibition of Insider Trading	The Policy provides framework for dealing with the securities of the Company in mandated manner.
Policy for Procedure of Inquiry in Case of Leak of Unpublished Price Sensitive Information (“UPSI")	The SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (“PIT Amendment Regulations") mandates every listed company to formulate a written policy and procedures for inquiry in case of leak of unpublished price sensitive information and initiate appropriate action on becoming aware of leak of unpublished price sensitive information and inform the Board promptly of such leaks, inquiries, and results of such inquiries. In pursuant to this regulation, the Company has adopted the Policy for Procedure of Inquiry in Case of Leak of Unpublished Price Sensitive Information (“UPSI").
Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information	The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information was revised pursuant to SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018 to include therein the policy for determination of “Legitimate purposes for sharing UPSI"
Criteria for making payments to Non¬ Executive Directors	The Board has formulated a policy of criteria for making payments to Non-Executive Directors in compliance with provisions of Schedule V read with Regulation 34 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015
Risk Management Policy	The Risk Management policy is formulated and implemented by the Company in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy helps to identify the various elements of risks faced by the Company, which in the opinion of the Board threatens the existence of the Company
Dividend Distribution Policy	The dividend distribution policy is formulated and implemented by the Company in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Corporate Social Responsibility Policy	The Corporate Social Responsibility Policy is formulated and implemented by the Company in compliance with the Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rule, 2014.
Anti-Corruption Policy	This policy establishes the principles with respect to applicable Anti-Bribery and Anti-Corruption laws.
Health, Safety and Environment Policy	Policy for the benefit of its stakeholders considering the environment also as a stakeholder
Human Rights Policy	Respecting the human rights of our workforce, communities and those affected by our operations wherever we do business (including our contractors and suppliers) in line with internationally recognised frameworks including the Social Accountability 8000 International Standard and its associated international instruments
Policy for determining Material Subsidiary	Pursuant to the provisions of SEBI (LODR) Regulations 2015, this policy is framed for determining the material subsidiaries of the Company

Y. AUDITORS:

The matters related to Auditors and their Reports are
as under:

(A)    Audit Committee and Statutory Auditor:

Audit Committee: The Board has constituted an Audit
Committee that performs the roles and functions mandated
under the Act, the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (Listing Regulations), and
other matters as prescribed by the Board from time to time.
During the year under review, the Board has accepted the
recommendations of the Audit Committee on various matters,
with no instances where such recommendations have not
been accepted. For further details on the composition of the
Audit Committee, its terms of reference and attendance at its
meetings, please refer to the Corporate Governance Report.

Statutory Auditors: In terms of provisions of Section 139
of the Companies Act 2013, M/s. S Y Lodha and Associates,
Chartered Accountants (ICAI Firm Registration No. 136002W)
were appointed as Statutory Auditors of the Company for
first term of five (5) consecutive years from the conclusion of
the 28^th Annual General Meeting until the conclusion of the
33^rd Annual General Meeting of the Company to be held in
the year 2027.

M/s. S Y Lodha and Associates, Chartered Accountants,
have confirmed that they are not disqualified from continuing
as Statutory Auditors of the Company and satisfy the
prescribed eligibility criteria.

The said Report was issued by the Statutory Auditors with an
unmodified opinion and does not contain any qualification,
reservation, adverse remark or disclaimer. During the year
under review, the Auditors have not reported any instances
of fraud under Section 143(12) of the Act and therefore
disclosure of details under Section 134(3)(ca) of the Act is
not applicable.

(B)    Audit Report: The Report given by the Statutory Auditors on
the financial statements of the Company is part of this Annual
Report.

During the year 2025-26, no frauds have either occurred or
noticed and/or reported by the Statutory Auditors under
Section 143(12) of the Companies Act, 2013 read with the
Companies (Audit and Auditors) Rules, 2014 (as amended
from time to time). The said Report was issued by the
Statutory Auditors with an unmodified opinion.

The observations, if any, made by the Statutory Auditors
in their Audit Report read with the relevant notes thereof as
stated in the Notes to the Audited Financial Statements of
the Company for the Financial Year ended March 31, 2026
are self-explanatory and being devoid of any reservation(s),
qualification(s) or adverse remark(s) etc.; and do not call for
any further information(s)/ explanation(s) or comments from
the Board under Section 134(3)(f)(i) of the Companies Act,
2013. However, there are no observations in the Audit Report.

During the year under review, the Auditors have not reported
any instances of fraud under Section 143(12) of the Act and
therefore disclosure of details under Section 134(3) (ca) of
the Act is not applicable.

(C)    Secretarial Auditor:

In terms of provisions of Section 204 of the Act, read with the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board of Directors (the Board), at
its meeting held on 7^th May 2025 had appointed M/s. Mitesh
J Shah Associates, Practicing Company Secretary firm
headed by proprietor Mr. Mitesh J. Shah, having Membership
No. 10070 and Certificate of Practice No. 12891, as the
Secretarial Auditor of the Company to conduct Secretarial
Audit for the financial year 2025-26.

In reference to recent amendments in SEBI (LODR)
Regulations 2015 dated 13^th December 2024 read with
Section 204 and other applicable provisions, if any, of the
Companies Act, 2013, Rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014
and Regulation 24A of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“SEBI Listing Regulations”), other
applicable laws/statutory provisions, if any, as amended
from time to time, based on the recommendation of the
Audit Committee, the Board of Directors (the Board), at its
meeting held on 7^th May, 2025 has considered, approved,
and recommended to the Members of the Company the
appointment of M/s. Mitesh J Shah & Co., Practicing Company
Secretaries as Secretarial Auditors of the Company. The
proposed appointment is for a term of 5 (five) consecutive
years from the financial year 2025-26 to the financial year
2029-30, on payment of such remuneration as may be
mutually agreed upon between the Board and the Secretarial
Auditors from time to time.

M/s. Mitesh J Shah & Co., Practicing Company Secretaries,
have confirmed they are not disqualified from being
appointed as the Secretarial Auditors of the Company and
satisfy the prescribed eligibility criteria.

The Secretarial Audit Report and Secretarial Compliance
Report for the financial year 2025-26, does not contain any
qualification, reservation, or adverse remark. During the year
under review, the Secretarial Auditors have not reported
any instances of fraud under Section 143(12) of the Act and
therefore disclosure of details under Section 134(3) (ca) of
the Companies Act 2013 is not applicable. For further details
on the proposed appointment of Secretarial Auditors, please
refer to the 32^nd Annual General Meeting Notice.

(D)    Secretarial Audit Report and Secretarial Compliance
Report: Company Secretary, the Secretarial Auditor of the
Company, in Form No. MR-3 for the financial year 2025- 26 is
duly annexed herewith vide Annexure E’ and forms integral
part of this Annual Report and Secretarial Compliance
Report for Financial Year 2025-26 is duly annexed herewith
vide Annexure E1’.

The Secretarial Audit Report and Secretarial Compliance
Report for the financial year 2025-26, does not contain
any qualification, reservation, or adverse remark, hence it

does not call for any further explanation(s)/ information or
comment(s) from the Board under Section 134(3) (f)(ii) of
the Companies Act, 2013. During the year under review, the
Secretarial Auditors have not reported any instances of fraud
under Section 143(12) of the Act and therefore disclosure of
details under Section 134(3)(ca) of the Act is not applicable.
For further details on the proposed appointment of
Secretarial Auditors, please refer to the Notice of 32^nd Annual
General Meeting.

Also, the Secretarial Audit Report of material subsidiary i.e.
Techno Industries Private Limited and Metalfab Hightech
Private Limited forms an integral part of this Annual Report
2025-26, duly annexed herewith as 'Annexure E2’ and
Annexure E3

(E)    Cost Auditor: In terms of Section 148 of the Act, the Company
is required to have the audit of its cost records conducted by
a Cost Accountant. In this connection, the Board of Directors
of the Company has on the recommendation of the Audit
Committee, approved the re-appointment of M/s. Manisha
& Associates as the cost auditors of the Company for the
Financial Year 2026-27 M/s. Manisha & Associates have
confirmed that they are free from disqualification specified
under Section 141(3) and proviso to Section 148(3) read with
Section 141(4) of the Act and that the appointment meets the
requirements of the Act. They have further confirmed their
independent status and an arm’s length relationship with the
Company.

The remuneration payable to the Cost Auditors is required
to be placed before the Members in a General Meeting for
their ratification. Accordingly, a resolution seeking Members’
ratification for the remuneration payable to M/s. Manisha
& Associates., forms part of the Notice of the 32^nd Annual
General Meeting, forming part of this Annual Report.

(F)    Cost Audit Report: As per the requirements of Section 148 of
the Act read with The Companies (Cost Records and Audit)
Rules, 2014, the cost accounts of the Company are required
to be audited by a Cost Accountant. The Board of Directors
of the Company have on the recommendation of the Audit
Committee, appointed M/s. Manisha and Associates,
Cost Accountants, as Cost Auditors for FY 2026-27 on a
remuneration of Rs. 55,000/- (Rupees Fifty five thousand
only) plus applicable taxes and out-of-pocket expenses. The
cost accounts and records of the Company are duly prepared
and maintained as required under Section 148(1) of Act.

(G)    Reporting of Fraud During the year under review: The

Statutory Auditors, Cost Auditors and Secretarial Auditors
have not reported any instances of frauds committed in the
Company by its officers or employees to the Audit Committee
under Section 143(12) of the Act, details of which need to be
mentioned in this Report.

Z. PERSONNEL/PARTICULARS OF EMPLOYEES:

Disclosures pertaining to remuneration and other details
as required under Section 197(12) of the Companies Act,
2013 read with Rule 5(1), 5(2) and 5(3) of the Companies

(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 as amended are annexed hereto marked as
'Annexure F’ and forms part of this report.

AA. PARTICULARS OF LOANS GIVEN, INVESTMENTS
MADE, GUARANTEE GIVEN AND SECURITIES
PROVIDED:

The particulars of loans given, Investments made,
guarantee given and securities provided by the Company
covered under the provisions of Section 186, during the
Financial Year 2025-26 are stated in Notes to the Audited
Financial Statements of the Company as annexed to this
Annual Report.

BB. PARTICULARS    OF    CONTRACT(S)/

TRANSACTION(S)/ ARRANGEMENT(S) WITH
RELATED PARTIES

All related party transactions that were entered and executed
during the year under review were at arms' length basis and in
ordinary course of business and were reviewed and approved
by the Audit Committee. As per the provisions of Section 188
of the Act and Rules made thereunder read with Regulation
23 of the SEBI LODR, your Company had obtained approval
of the Audit Committee under specific agenda items for
entering into such transactions.

Particulars of contracts or arrangements entered into by your
Company with the related parties referred to in Section 188(1)
of the Act, in prescribed form AOC-2, is annexed herewith as
'Annexure G’ to this Report.

Your directors draw attention of the members to notes to the
financial statements which inter-alia set out related party
disclosures. The Policy on materiality of related parties’
transactions and dealing with related parties as approved by
the Board may be accessed on your Company's website at
the www.lloydsengg.in

In terms of Regulation 23 of the SEBI LODR, approval of the
members for all material related party transactions has been
taken. The details pertaining to transaction with person or
entity belonging the promoter/promoter group which holds
10% or more shareholding in the Company are mentioned in
the Audited Financial Statements of the Company.

CC. RISK MANAGEMENT:

The Risk Management Committee (“RMC”) oversees the risk
management process in the Company. The RMC is chaired
by a Non-Executive Director and the Chairperson of the
Audit Committee is also a Member of the RMC. Further, the
Chairman of the RMC briefs the Board at its Meetings about
the significant discussions at each of the RMC Meetings.

Considering the volatility, uncertainties and unprecedented
challenges involved in the businesses, the risk management
function has gained more importance over the last few
years, and it is imperative to manage and address such
challenges effectively.

The Company has laid down the procedures to inform to
the Board about the risk assessment and minimization
procedures and the Board has formulated Risk Management
Policy to ensure that the Board, its Audit Committee and
its Executive Management should collectively identify the
risks impacting the Company’s business and document
their process of risk identification, risk minimization, risk
optimization as a part of a risk management policy/ strategy.
The common risks associated with the Company include
Rapid Changes in Technology, Heavy Dependence on
Franchisee Model, Legal Risk, Financial Reporting Risk,
Risk of Corporate Accounting Fraud, Cyber-attack and
data leakage.

The Risk Management Committee meets periodically to
review all the key risks and assess the status of mitigation
measures. The Risk Management Policy has been updated
on the website of the Company at www.lloydsengg.in .

DD. CORPORATE SOCIAL RESPONSIBILITY:

The Company’s Corporate Social Responsibility (CSR)
activities are governed by its CSR Policy, which has been duly
approved by the Board of Directors. The CSR Committee of
the Board is responsible for overseeing the implementation
of all CSR initiatives in alignment with the objectives outlined
in the CSR Policy.

The Company’s CSR framework is centered on the
enhancement of quality of life and overall well-being of
communities. In pursuit of this objective, the Company
has extended support to various hospitals and healthcare
centers through donations, thereby contributing to improved
access to medical care and health services.

The CSR Policy is available on the website of the Company
at www.lloydsengg.in . The Annual Report on CSR activities
for FY 2025-26 is enclosed as 'Annexure H’ to this Report.

EE. WHISTLEBLOWER POLICY AND VIGIL
MECHANISM:

The Company has devised an effective whistleblower
mechanism enabling stakeholders, including individual
employees and their representative bodies, to communicate
their concerns about illegal or unethical practices freely.
The Company has also established a vigil mechanism
for stakeholders to report concerns about any unethical
behaviour, actual or suspected fraud or violation of the
Company’s Code of Conduct. Protected disclosures can be
made by a whistleblower through several channels.

The Whistleblower Policy of the Company provides for
adequate safeguards against victimisation of employees
who avail of the mechanism. No personnel of the Company
have been denied access to the Chairperson of the Audit
Committee. The Policy also facilitates all employees of the
Company to report any instance of leak of unpublished price
sensitive information.

The Policy is available on the website of the Company at
www.lloydsengg.in .

FF. HUMAN RESOURCES DEVELOPMENT AND
INDUSTRIAL RELATIONS:

The Company takes pride in the commitment, competence
and dedication shown by its employees in all areas of
Business. The Company is committed to nurturing, enhancing
and retaining top talent through superior Learning and
Organizational Development. This is a part of Corporate HR
function and is a critical pillar to support the Organisation’s
growth and its sustainability in the long run.

The Company have aided in retaining and hiring the best
talents in the organization. The Company gives importance to
Rewarding and Recognizing the well-deserved employees.
The company has given various performance-based
incentives to employees upon meeting the targets set by the
organization, hereby boosting the morale of the employees.

GG.LISTING OF SHARES:

The Equity Shares of the Company are continued to be listed
and actively traded on the Bombay Stock Exchange Limited
(BSE) and National Stock Exchange of India Limited (NSE).
The listing fees payable for the financial year 2025-26 has
been paid to both the Stock Exchanges (BSE & NSE).

HH. DEMATERIALIZATION OF SHARES:

As on March 31, 2026 there were 139,15,40,278 Fully
paid Equity Shares dematerialised through depositories
viz. National Securities Depository Limited and Central
Depository Services (India) Limited, which represents about
99.48% of the total issued, subscribed and paid-up capital
of the Company. As per SEBI Guidelines, Shareholders /
Members are requested to dematerialise their holdings in the
Company. As partly paid shares of Rights Issue can only be
issued via Demat, the dematerialisation of shares for rights
Issue has not been disclosed separately.

II. SEXUAL HARASSMENT OF WOMEN AT THE
WORKPLACE:

Pursuant to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 ('POSH
Act’) and Rules made thereunder, the Company has formed
an Internal Committee ('IC’) for its workplaces to address
complaints pertaining to sexual harassment in accordance
with the POSH Act. No complaints were pending at the
beginning of the financial year. During the year under review,
no complaint was reported. No complaint was pending as at
the end of the financial year.

Your directors state that during the year under review, there
were no cases filed pursuant to the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. The Company has complied with the
provisions relating to the constitution of internal complaints
committee under the aforesaid Act and necessary

disclosures about the same have been provided in the Report
on Corporate Governance.

JJ. CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company and
its subsidiary for FY 2025-26 are prepared in compliance
with the applicable provisions of the Act and as stipulated
under Regulation 33 of the SEBI Listing Regulations as well
as in accordance with the Indian Accounting Standards
notified under the Companies (Indian Accounting Standards)
Rules, 2015. The Audited Consolidated Financial Statements
together with the Auditor’s Report thereon form part of
this Annual Report. Pursuant to the provisions of Section
136 of the Act, the Financial Statements of the Company,
Consolidated Financial Statements along with relevant
documents and separate annual accounts in respect of
subsidiary are available on the website of the Company at
www.lloydsengg.in .

KK. INTERNAL FINANCIAL CONTROL SYSTEMS AND
THEIR ADEQUACY:

Internal financial control systems of the Company are
commensurate with its size and the nature of its operations.

These have been designed to provide reasonable assurance
with regard to recording and providing reliable financial
and operational information, complying with applicable
accounting standards and relevant statutes, safeguarding
assets from unauthorised use, executing transactions
with proper authorisation and ensuring compliance of
corporate policies.

The Company has a well-defined delegation of authority
with specified limits for approval of expenditure, both capital
and revenue.

The Audit Committee deliberated with the Management
considered the systems as laid down and met the internal
audit team and statutory auditors to ascertain their views on
the internal financial control systems.

The Audit Committee satisfied itself as to the adequacy and
effectiveness of the internal financial control systems as laid
down and kept the Board of Directors informed. However, the
Company recognises that no matter how the internal control
framework is, it has inherent limitations and accordingly,
periodic audits and reviews ensure that such systems are
updated on regular intervals.

LL. SECRETARIAL STANDARDS:

The Directors have devised proper systems and processes
for complying with the requirements of applicable Secretarial
Standards issued by the Institute of Company Secretaries

of India, as amended and such systems were adequate and
operating effectively.

MM. DETAILS OF UTILIZATION OF FUNDS RAISED
THROUGH PREFERENTIAL ALLOTMENT OR
QUALIFIED INSTITUTIONS PLACEMENT AS
SPECIFIED UNDER REGULATION 32 (7A):

During the year under review, there were no instances of
utilization of funds raised through Preferential Allotment
or Qualified Institutions Placement as specified under
regulation 32 (7a).

NN. GENERAL DISCLOSURES:

Your director’s state that no disclosure or reporting is
required in respect of the following items as there were no
transactions/ activities pertaining to these matters during FY
2025 -26:

a)    Issue of equity shares with differential rights as to
dividend, voting or otherwise.

b)    Instances with respect to voting rights not exercised
directly by the employees of Company.

c)    Neither the Whole Time Directors / Executive Directors
nor the Chief Financial Officer of the Company
receives any remuneration or commission from any
other Company.

d)    No significant or material orders were passed by the
Regulators or Courts or Tribunals which can impact
the going concern status and Company’s operations
in future.

e)    No fraud has been reported by the Auditor in their Audit
Report for FY 2025 - 26, hence the disclosure u/s 134(3)
(ca) is not applicable.

f)    No proceedings are made or pending under the
Insolvency and Bankruptcy Code, 2016 and there is
no instance of one-time settlement with any Bank or
Financial Institution;

g)    There has been no change in the nature of business of
the Company as on date of this report.

h)    The Company affirms that it has complied with the
applicable provisions of the Maternity Benefit Act,
1961, as amended from time to time. The Company
is committed to providing maternity benefits and
related facilities to all eligible women employees in
accordance with the requirements of the said Act and
the Company's policies.

OO.ENCLOSURES:

a. Annexure A	Â	Corporate Governance Report;
b. Annexure B	Â	Management Discussion and Analysis Report; (please refer page no. 88)
c. Annexure C	Â	Business Responsibility and Sustainability Report
d. Annexure D	Â	Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo Report;
e. Annexure E	Â	Secretarial Audit Report in Form No. MR-3;
f. Annexure E1	Â	Secretarial Compliance Report
g. Annexure E2	Â	Secretarial Audit Report of Material Subsidairy in Form No. MR-3
h. Annexure E3	Â	Secretarial Audit Report of Material Subsidairy in Form No. MR-3
i. Annexure F	Â	Details of personnel/particulars of employees;
j. Annexure G	Â	AOC -2
k. Annexure H	Â	Corporate Social Responsibility (CSR) Activities
l. Annexure I	Â	Compliance Certificate under ESOP
m. Annexure J	Â	AOC- 1
n. Annexure K	Â	Dividend Distribution Policy

PP. ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation and gratitude for the assistance and generous support extended by all
Government Authorities, Financial Institutions, Banks, Customers and Vendors during the year under review. Your directors wish to
express their immense appreciation for the devotion, commitment and contribution shown by the employees of the company while
discharging their duties.

For and on behalf of the Board
Lloyds Engineering Works Limited

Mukesh Rajnarayan Gupta

Date: 5^th May, 2026    Chairman

Place: Mumbai    DIN: 00028347

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Mar 31, 2025

Your directors are hereby pleased to present 31^st (Thirty-First) Annual Report on the performance of LLOYDS ENGINEERING WORKS LIMITED (“the Company”) alongwith the Audited Financial Statements (Standalone and Consolidated) for the Financial Year (“FY”) ended 31^st March, 2025.

1. CHANGE IN NAME OF THE COMPANY IN PREVIOUS FINANCIAL YEAR:

The Company undertook a significant step in aligning its corporate identity with its evolving business operations and strategic objectives. Accordingly, the name of the Company was changed from Lloyds Steels Industries Limited to Lloyds Engineering Works Limited.

This change was affected pursuant to the provisions of the Companies Act, 2013 and regulations of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 and upon receipt of requisite approvals from shareholders/ Members of the Company. The new name was subsequently approved by the Registrar of Companies (ROC), Mumbai, and the Certificate of Incorporation pursuant to the changed name was issued on July 25, 2023.

2. FINANCIAL HIGHLIGHTS:

The Company’s financial highlights for the year ended 31st March, 2025 is summarized below:			(Rs. in Lakh)
Particulars	Standalone		Consolidated
	Current Year 2024-25	Previous Year 2023-24	Current Year 2024-25
Income from Operations	75,57756	62,423.61	84,574.08
Other Income	2,218.41	744	2,415.92
Total Income	77,795.97	63,16761	86,990.00
Profit before Interest, Depreciation & Tax	14,522.71	10,843.69	-
Less: Finance Cost	671.81	416.94	853.03
Depreciation	848.56	404.56	966.22
Exceptional Item	-	-	-
Profit/(Loss) before tax	13,002.34	10,022.19	14,113.87
Less: Tax Expenses (Net)	3029.72	2038.36	3313.56
Profit/(Loss) for the Year	9,972.62	7,983.83	10,800.31
Other Comprehensive Income (Net)	(54.19)	29.17	(104.57)
Total Comprehensive Income	9,918.43	8,013.54	10,695.74

The Consolidated Financial Statements of the Company are being submitted for the first time under the provision of Indian Accounting Standard 110 (“Ind AS 110) Consolidated Financial Statements as Techno Industries Private Limited became material subsidiary in this Financial Year i.e. October 15, 2024. Hence there is no requirement of presentation of Consolidated Financial Statements for Financial Year 2023-24 and therefore it has not been provided.

3. PERFORMANCE for FY 2024-25 :

During the year under review the Company has achieved:

a) Revenue Growth of Company is approx. 21 % in comparison to last FY i.e. from Rs. 624.24 Crore of Last FY to Rs. 755.78 Crore of Current FY

b) EBITDA growth is approx. 34 % in comparison to last FY i.e. from Rs. 108.44 Crore of Last FY to Rs. 145.23 Crore of Current FY

c) Profit Before Tax growth is approx. 30 % i.e. from Rs. 100.22 Crore of last FY to Current FY Rs. 130.02 Crore.

d) Increase in Company’s order position is approx. 45 % as on 1^st April, 2025 in comparison to order position on 1^st April, 2024.

4.	CHANGE IN THE KEY FINANCIAL RATIOS OF THE COMPANY:
	Particulars	Standalone		Consolidated
		FY 2024-25	FY 2023-24	FY 2024-25
	Debtors Turnover	4.2	6.9	4.00
	Inventory Turnover	10.6	5.76	8.99
	Interest Coverage Ratio	20.35	25.04	1755
	Current Ratio	2.38	3.21	2.31
	Debt - Equity Ratio	0.07	0.81	0.13

5. CHANGE IN PROMOTERS AND PROMOTER GROUP:

During the year under review, Mr. Ravi Agarwal one of the promoters of our holding company i.e. Lloyds Enterprises Limited (formerly known as Shree Global Tradefin Limited) has acquired 58,471 equity shares in the company on 15^th May, 2024 and hence he has been included in the category of Promoter Group.

Lloyds Enterprises Limited (formerly known as Shree Global Tradefin Limited) (hereinafter referred as “Promoter” or “Holding Company”) has pledged 6,50,00,000 Equity shares of the Company in favor of Tata Capital from February 15, 2025, 40,00,000 Equity shares of the Company in favor of Tata Capital from February 25, 2025 and 2,00,00,000 Equity shares of the Company in favor of Tata Capital from February 28, 2025. The total pledge created in aggregate is 8,90,00,000 Equity shares of the Company.

6. FUTURE OUTLOOK:

With a promising base of the order book to begin FY 25, the roadmap is quite steady to deliver higher growth in the coming years. The company plans for further growth systematically to build over the larger base. The company aims to grow the order book from hereon, considering the growth visible in the CAPEX cycle across Industries. The company has already begun enhancing its capacities to its existing capacities. Along with fresh capacities, the company is also modernising & overhauling the asset base. These efforts will provide sufficient headroom for growth in the coming years.

The company’s order book is well diversified across all sectors giving the advantage of being balanced and widespread across various industries. Besides being diversified, the offerings are customised according to clientele needs. Given the current improvement in the Defence sectors, the company is also eyeing orders from them which is expected to bring in better returns. The company’s endeavour remains to supply customised engineering solutions to customers in a most time-bound and cost-efficient manner.

Moreover, the Balance sheet strength of being Net Debt Free will further strengthen the quality of growth. Further, the Company focuses on building a strong reputation as a responsible corporate citizen and a track record of delivering longer-term stakeholder value. It can significantly enhance the company’s brand value, which is a quantifiable measure of its social and relationship capital with stakeholders.

Techno Industries Private Limited (“TIPL”):

The Company has entered into Share Purchase Agreement with Techno Industries Private Limited (“TIPL”) for acquisition of shares through secondary transfer from existing shareholders to scale upto 100% on pre agreed terms over a period of time. This acquisition broadens LEWL’s product portfolio and strengthens its market position, a move that marks its strategic entry into the fast-growing electrical engineering sector.

About TIPL:

• Established in the year 2000, Techno Industries Pvt Ltd has established itself as a leading player in the elevator and escalator space with a significant presence in India’s motor and pump industry.

• It is Promoted by Mr. Bharat Patel a technocrat with experience of more than three decades.

• It has Strong Existing base of 21k elevators, 800k induction motors, and 11.5mn pumps, with Elevators installed nationwide, along with a Wide base of Motors and Pumps.

• Manufacturing Facilities Spread Over 1,10,000 sq. Feet Area.

• Only Elevator Company in Gujarat Having Such a Big Set Up, 16% market share in Gujarat. 800 Employees and All India operations.

• Robust Profitability and Margin profile, with the ability to scale up further and faster.

Future Strategy Post - Acquisition:

• Expanding capacities

• Adding new channel dealers

• Leveraging pre-qualification with entities like NTPC, BHEL etc to build a more robust Clientele.

• Capex driven growth:

• INR 30 cr. Capex over 3 years to expand capacities across Verticals

• Working Capital Management due to LEWL existing Strong Balance Sheet

This acquisition broadens Company’s product portfolio and strengthens its market position, with TIPL’s already strong base, Company aims to solidify its presence further.

Bhilai Engineering Corporation Limited (“BECL”):

The Company has entered into Memorandum of Understanding (MOU) to acquire the Engineering Assets of Bhilai Engineering Corporation Ltd (“BECL”), a key player in providing engineering solutions across various industries.

BECL is State-of-the-art integrated manufacturing facility in Bhilai, Chhattisgarh which:

• Specializes in metallurgy mining, railways, space, nuclear and defence industries.

• Hi-tech machine tools for heavy and precision machining. Capable of working with exotic materials such as stainless steel, aluminium, manganese, alloy steels, and carbon steel.

• Operations span across a significant area (Approx. 30,566 square meters). Ready Availability of Skilled workforce in the neighbourhood to drive future growth.

• Location advantages as it is close to centre of the country and close to several steel industries thus giving us cost advantages and benefits from logistics point of view and in direct reach of all our customers.

Synergies with Company:

• Complementary to Company''s existing product lines, enhancing production capabilities.

• Integration will increase the total LEWL cumulative production area of the factory floor and production space by 2.4x.

• Lease land of Approx. 16 Acres, which implies a massive scope for expanding operations capacities.

• Immediate value addition with assets capable of producing high-class engineering products.

• Located in central India with proximity to the target customer base.

• There is an abundance of skilled labour available at a relatively lower cost.

• Diversified experience in the supply of equipment to all core sectors of the economy, including Nuclear, Space, & Defence.

Fincantieri S.p.A., Italy:

Company has entered a strategic partnership with Fincantieri S.p.A., a global leader in shipbuilding. This collaboration aims to jointly manufacture high-quality products for the Indian Navy and Coast Guard, enhancing India’s defence manufacturing capabilities and supporting the country’s selfreliance in this critical sector.

About Fincantieri S.p.A.

• Headquartered in Italy with over 230 years of shipbuilding history and more than 7,000 ships built.

• Expertise spans high-value segments, including:

» Cruise ships

» Defence vessels

» Specialised offshore vessels

• Additional capabilities in ship repairs, conversions, mechanical and electrical systems, naval interiors, and marine infrastructure projects.

Collaboration: The collaboration scope is expected to expand across multiple product lines, further broadening our offerings. The partnership’s product scope covers numerous ships for the Navy and Coast Guard. Focus on integrating advanced technologies to enhance value and competitiveness.

Lloyds Infrastructure and Construction Limited (“LICL”)

The Company has acquired 12.25% additional equity shares of Lloyds Infrastructure & Construction Limited (LICL) aggregating to 24.50% as on January 30, 2025 and 24.20% as on date of this report. LICL is incorporated to Offer construction activities such as Design, Engineering and Construction of Road Infrastructure, Bridge Infrastructure, Railway Infrastructure, Industrial Civil work, complex / Township, Slurry pipeline, Fabrication of Steel structures and Technological structure. Also, Erection and Installation of Steel structures, Technological structures and Equipment’s, Electrical & Instrumentation Components and Mechanical & Utilities etc. or any type of government or private construction contracts including BOOT, BOO, BOLT, PPP Models and the same can be carried out on own-account basis or on a fee or contract basis.

The Company intends to explore the possibilities of diversification of business.

7. TRANSFER TO RESERVE:

The Board of the Company do not propose to transfer any amount to any reserve.

8. DIVIDEND:

Based on the Company’s performance for the financial year ended 31^st March 2025, the Board of Directors, at its meeting held on 07^th May 2025, has recommended for the approval of the members a final dividend of 25 paise (i.e., 25% of face value of Re. 1 /- each) per equity share on fully paid-up equity shares. In respect of partly paid up shares, if any the dividend would be on proportionate basis to the eligible shareholders of the Company as on the record date i.e. 14^th August 2025.

The final dividend on equity shares, if approved by the members, shall be subject to deduction of income tax at source. The Company has fixed Thursday 14^th August 2025 as the ''Record date’ for determining entitlement of Members to dividend for the financial year ended March 31, 2025, if declared at the 31^st Annual General Meeting.

9. DIVIDEND DISTRIBUTION POLICY:

In accordance with Regulation 43A of the SEBI Listing Regulations, the Board of Directors of the Company has adopted a Dividend Distribution Policy which endeavours for fairness, consistency and sustainability while distributing profits to the shareholders.

The dividend payout has been determined in accordance with the Dividend Distribution Policy of the Company.

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, (“Listing Regulations”), the Company had adopted the Dividend Distribution Policy which is available on the Company’s website www.lloydsengg.in and the same is enclosed herewith in this Annual Report as Annexure- K

10. SHARE CAPITAL:

During the financial year 2024-25, at the Extra - Ordinary General Meeting (EOGM) of the Company held on Thursday 29^th August, 2024 with the approval of the shareholders by passing the Special Resolution at the EOGM. The authorized share capital of the company was increased from Rs. 120,00,00,000/- (Rupees One Hundred and Twenty Crores Only) divided into 120,00,00,000 (One Hundred and Twenty Crores Only) Equity Shares of face value of Re. 1/-(Rupee One Only) each to Rs. 200,00,00,000/- (Rupees Two Hundred Crores Only) divided into 200,00,00,000 (Two Hundred Crores Only) Equity Shares of face value of Re. 1/-(Rupee One Only) each.

During the financial year 2024-25 the following are some of the Changes which happened and resulted into increase of Paid up Share capital. The paid-up Equity Share Capital of the Company as on March 31, 2025 stood at Rs. 1,16,55,10,466.

Preferential Issue of Shares:

On 30^th July 2024, the Board of Directors of the Company has approved the issuance of Preferential Allotment of shares and subsequently with the approval of Shareholders in the Extra Ordinary General Meeting (“EOGM”) held on 29^th August, 2024, have approved to create, issue, offer and allot by way of Preferential Allotment and further subsequently with the approval of Securities Issue Committee on 15^th October 2024, allotted 1,76,05,634 (One Crores Seventy-Six Lakhs, Five Thousand Six Hundred and Thirty-Four) Equity Shares of Face Value of Re. 1/- (Rupee One only) each at an Issue price of Rs. 85.20 (premium of Rs. 84.20/-each) were allotted to Mr. Bharat J. Patel belonging to nonPromoter category of the Company for consideration other than cash i.e. through swapping of Equity Shares by passing Special resolution in the aforesaid EOGM held on 29^th August 2024 pursuant to the provisions of Section 42, 62 and other applicable provisions of the Companies Act, 2013 and in compliance with Chapter V of SEBI(ICDR) Regulations, 2018 and subsequent amendments thereto.

In view of the above, Paid-up Share Capital of the Company was increased from 1,14,46,29,492 to 1,16,22,35,126 divided into 1,16,22,35,126 Equity Shares of Re. 1/- each.

Allotment of Employee Stock Option Plan (ESOP):

During the year 2024-25, the Company has allotted 26,98,100 Equity shares at a face value of Re. 1 each at an issue price of Rs. 7.5 each (including a premium of Rs. 6.5 each) and allotted 5,77,240 Equity shares at a face value of Re. 1 each at an issue price of Rs. 9.5 each (including a premium of Rs. 8.5 each) by

the approval of Nomination and Remuneration Committee (NRC) on 24^th January 2025 for vesting under ESOP The NRC has approved the grant of 1,00,61,000 in the meeting held on 27^th October 2022 with prior approval of Shareholders in the Extra Ordinary General Meeting held on 24^th January 2022. Further, the vesting schedule of ESOP was decided in the NRC Meeting held on 27^th October 2022.

Disclosures with respect to Employees’ Stock Option Scheme, 2014 of the Company pursuant to Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 as on March 31, 2025 is also uploaded on the website of the Company at www. lloydsengg.in .

In view of the above, Paid-up Share Capital of the Company was increased from 1,16,22,35,126 to 1,16,55,10,466 divided into 1,16,55,10,466 Equity Shares of Re. 1/- each.

Rights Issue:

The Company has filed Letter of Offer for Rights Issue of shares on 19^th April 2025, pursuant to which the Company shall allot 30,85,17,476 equity shares on partly paid-up basis at a face value of Re.1 (Rupee One Only) per Share at a Issue price of Rs. 32/- per Rights Share, including premium of Rs. 31/- per Equity Share of which Rs. 16/- per Equity Share (including a premium of Rs. 15.50 per Equity Share) shall be paid on application (“Allotment”) and the balance amount payable in one or more subsequent calls, with terms and conditions such as the number of Calls, timing and quantum of each Call as may be decided by our Board/ Securities Issue Committee from time to time which shall be completed on or prior to March 31, 2026.

If the Issue is fully subscribed, the issued equity share capital of the company shall be Rs. 147,40,27,942 and the paid-up equity share capital of the Company would be Rs. 131,97,68,204.

11. CHANGE IN THE NATURE OF BUSINESS ACTIVITIES:

During the year under review, the Company has changed the existing Main Objects of Clause II altered by substituting existing Clause 2 by passing the Special Resolution in the Extra Ordinary General Meeting held on 29^th August, 2024 which was registered by Registrar of Companies on 19^th September 2024, diversifying into areas which would be profitable for the Company as part of diversification Plans. Previously the Company was operating under Engineering business and now proposing to excel into electrical engineering activities too which will enable the company to enlarge the area of operations and carry on its business economically and efficiently

12. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is set out in this Annual Report as ‘Annexure B’ (refer to page 64 of this Annual Report)

13. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Company endeavours to cater to the needs of the communities it operates in thereby creating maximum value for the society along with conducting its business in a way that creates a positive impact and enhances stakeholder value. As per Regulation 34(2)(f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, the Business Responsibility & Sustainability Report depicting initiatives taken by the Company from an environmental, social and governance perspective forms an integral part of the Annual Report which has been annexed as ‘Annexure C’ to the Director’s Report.

14. SUBSIDIARY COMPANIES, ASSOCIATES / JOINT VENTURES:

1) Subsidiary:

Techno Industries Private Limited: The Company at the Extra Ordinary General Meeting (“EOGM”) held on 29^th August, 2024 with the approval of Shareholders allotted 1,76,05,634 (One Crore Seventy-Six Lakhs, Five Thousand Six Hundred and Thirty-Four only) Equity Shares of the Company on 15^th October 2024 at a face value of Re. 1/-(Rupee One) each, fully paid-up, (“Equity Share”) at an Issue Price of Rs. 85.20 per Equity Share (Rupees Eighty-Five and Twenty paise Only) including a premium of Rs. 84.20 (Rupees Eighty-Four and Twenty paise Only) per Equity Share aggregating to Rs. 150,00,00,016.80 (Indian Rupees One Hundred Fifty Crores Sixteen Rupees and Eighty Paise only) on preferential allotment basis through private placement to the Mr. Bharat J. Patel being the promoter and shareholder of Techno Industries Private Limited (“TIPL”), (CIN:U32109GJ2000PTC037915) for consideration other than cash via swap of shares i.e. by acquisition of 82,50,000 Equity shares of TIPL amounting to 66% stake in the equity shares of TIPL from Mr. Bharat J. Patel in accordance with Chapter V of Securities and Exchange Board of India (Issue of Capital Disclosure Requirements) Regulations, 2018 or other applicable provisions of the law.

Further, the Company has also acquired 13,75,000 Equity shares for a consideration amounting to Rs. 25,00,00,000, which leads to 11% more stake in TIPL.

In view of the above, the aggregated stake in TIPL by the Company is 77%, thus Company becoming its Holding Company and TIPL becoming its material subsidiary from October 15, 2024.

2) Associate:

On 30^th January 2025, the Company had acquired additional 4.9 crore Equity Shares of Lloyds Infrastructure and Construction Limited (hereinafter referred as LICL’) amounting to 12.25% of share capital. As the Company was already holding 12.25% i.e. 4.9 crore of shares in LICL, the aggregate holding of the Company as on 30^th January 2025 was 24.50%. This resulted LICL becoming an associate of the Company from 30^th January 2025.

Further, as the Paid-up Share Capital of LICL was increased to 40,50,00,000 the % of stake held by the Company decreased from 24.50% to 24.20%.

As on March 31, 2025, the Company had 1 Subsidiary (Indian) and 1 Associate (Indian). There has been no material change in the nature of the business of the subsidiaries.

Pursuant to SEBI Listing Regulations, the Company’s Policy on determining material subsidiaries is uploaded on the Company’s website at www.lloydsengg.in . A report on the financial position of each of the subsidiary(ies) and associate(s) as per Section 129(3) of the Act is provided in Form AOC-1 enclosed to the Financial Statements as Annexure J.

15. EXPANSION OF BUSINESS.

On 10^th October 2024, Company has announced the signing of a Memorandum of Understanding (MOU) for acquisition of Engineering Division of Bhilai Engineering Corporation Ltd (BECL), a key player in providing engineering solutions across various industries to expand the business of the company.

On 27^th November 2024, Company has entered into agreement with Fincantieri S.p.A., a global leader in shipbuilding. This collaboration aims to jointly manufacture high-quality products for the Indian Navy and Coast Guard, enhancing India’s defence manufacturing capabilities and supporting the country’s self-reliance in this critical sector. Additional capabilities in ship repairs, conversions, mechanical and electrical systems, naval interiors, and marine infrastructure projects.

On 15^th October 2024, the Company has acquired 77% stake in Techno Industries Private Limited (“TIPL”) via a share purchase agreement entered on 30^th July 2024, a move that marks its strategic entry into the fast-growing electrical engineering sector. This acquisition broadens Company’s product portfolio and strengthens its market position. With TIPL already strong base, the Company aims to solidify its presence further. TIPL’s acquisition will open a window for LEWL to the B2C segment. The company’s revenue was INR 168 cr. in the FY. 2023-24 and post-acquisition in the next 5 years it is expected to grow multifold.

Pursuant to such acquisition, Techno Industries Private Limited has become material subsidiary of the Company from 15^th October 2024.

On 30^th January 2025, the Company has acquired additional 12.25% stake of Equity shares in Lloyds Infrastructure and Construction Limited (“LICL”), aggregating to 24.50% stake as on date. LICL continued to strengthen its position as a key player in industrial and infrastructure construction. LICLs diverse project portfolio includes Construction of pellet plants, Iron ore grinding plant construction, Slurry pipeline projects, Mineral beneficiation projects, Road infrastructure works, Civil and building construction across various sectors. LICL adopts an integrated project execution approach, encompassing project management, on-site

engineering, procurement, quality-driven construction, and stringent safety management. It is equipped to manage the entire project lifecycle from conceptual design to final commissioning enabling the Company to deliver complex projects with efficiency and excellence. LICL remains committed to maintaining high standards of safety, quality, and sustainability, which continue to be central to all its operations. Through this acquisition, the Company can gain access to a trusted infrastructure and industrial development specialist committed to delivering excellence, innovation, and value across every engagement.

Pursuant to such acquisition, Lloyds Infrastructure and Construction Limited has become Associate of the Company from 30^th January 2025.

On 20^th May 2025, the Company has acquired Acquisition of 21,85,000 (Twenty-One Lakhs Eighty- Five Thousand only) equity shares of Metalfab Hightech Private Limited ("Metalfab"), representing 76.00% of the total issued, subscribed, and paid-up capital of Metalfab at Rs. 130/- each for an aggregate consideration of Rs. 28,40,50,000 (Rupees Twenty-Eight Crores, Forty Lakhs Fifty Thousand only). This acquisition shall strengthen its footprint in the high-growth heavy fabrication and equipment manufacturing. The acquisition of Metalfab Hightech Private Limited is a strategic fit that compliments the company’s existing business, significantly enhancing its overall capacities, capabilities, and product portfolio.

Pursuant to such acquisition, Metalfab Hightech Private Limited has become material subsidiary of the Company from 20^th May 2025.

16. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY.

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

17. PUBLIC DEPOSIT.

Your Company has neither invited nor accepted public deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, as on March 31, 2025.

18. EMPLOYEE STOCK OPTION SCHEME/PLAN

The Company with the motive of appreciating employees hard work and providing them the ownership interest in the Company decided to came up with the ESOP The Members of the Company at the Extraordinary General Meeting held on 24^th January, 2022 approved the Lloyds Steels Industries Limited Employee Stock Option Plan - 2021 (“LLOYDS STEELS ESOP -2021”) for issue of Employee Stock Options to such eligible employees (as defined in the Scheme), of any present and future Group companies including

Subsidiary(ies), Associate company(ies) and the Holding company (''Eligible Employees’), selected on the basis of criteria decided by the Board or a Committee thereof. The scheme has been implemented via Trust Route wherein the Company will issue and allot such number of Equity Shares of Re. 1/- (Rupee One Only) each not exceeding 4,40,00,000 (Four Crore Forty Lakh only) equity shares, representing in the aggregate 4.90 % of the paid-up share capital of the Company (as on the date of passing of the resolution) as to trust and the trust will transfer the shares to the Employees who successfully exercised their vested options.

Vesting / Allotment of Shares under ESOP:

The vesting of ESOP which was required to be done before on or 31^st March, 2025 was allotted on 24^th January, 2025 after the required approval of Nomination and Remuneration Committee, the Company has allotted 26,98,100 Equity Shares of Re.1 /- at a premium of (Rs. 6.50 each) to the Eligible Employees and also allotted 5,77,240 Equity Shares of Re.1 /- at a premium of (Rs.8.50 each) to the Eligible Employees respectively.

The above Scheme/Plan is in line with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SBEB & SE Regulations”). The Company has obtained certificates from the Auditors of the Company stating that the Schemes have been implemented in accordance with the SBEB & SE Regulations and the resolutions passed by the members.

Issue of fresh grants of ESOP:

During the year, the Nomination & Remuneration Committee at their meetings held on 30^th July 2024 and 01^st January, 2025 approved the grant of 8,84,000 Employee Stock Options to the employees of the Company and 7,34,708 Employee Stock Options to the one of the group Company under ''Lloyds Steels Industries Limited Employee Stock Option Plan - 2021’ respectively at an Exercise Price Rs. 9.50 per option which was approved by the Members / Shareholders of the Company in the Extra Ordinary General Meeting held on 24^th January, 2022 and the Company has obtained the InPrinciple Approval from Stock Exchanges.

Further, pursuant to Regulation 13 of the Securities Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 in the case of every company which has passed a resolution for the scheme (s) under these regulations, the Board of Directors shall at each annual general meeting place before the shareholders a certificate from the secretarial auditors of the company that the scheme(s) has been implemented in accordance with these regulations and in accordance with the resolution of the company in the general meeting. The Certificate from the secretarial auditors of the company forms an integral part of the Annual Report and has been annexed as ‘Annexure I’.

The details required to be disclosed under SEBI Guidelines are available on the website of the Company at www. lloydsengg.in .

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL.

During the year under review, one of the Independent Directors Mr. Lakshman Ananthsubramanian (DIN: 08648489), Non-Executive Independent Director of the Company was reappointed as an Independent Director of the Company from 24^th January 2025 till 23^rd January 2030, not liable to retire by rotation for a second term of five consecutive years. Further, his reappointment was prior approved by the Members in the 30^th Annual General Meeting held on 26^th July 2024.

Further, Mr. Devidas Kambale (DIN: 00020656) was appointed as a Non-Executive Independent Director of the Company for first term of not exceeding five consecutive years i.e. from 6^th March 2024 till 30^th September 2029, approved by the Board of Directors in their Meeting held on 6^th March 2024 and subsequently by the Members / Shareholders of the Company by the postal ballot ended on 28^th May 2024, not liable to retire by rotation.

Further, Mr. Shreekrishna Mukesh Gupta (DIN:06726742) was appointed as a Whole Time Director of the Company for a first term of not exceeding five consecutive years i.e. from 6^th March 2024 till 30^th September 2029, approved by the Board of Directors in their Meeting held on 6^th March 2024 and subsequently by the Members / Shareholders of the Company by the postal ballot ended on 28^th May 2024, not liable to retire by rotation.

Statement of Board of Directors:

The Board of Directors of the Company are of the opinion that the Independent Directors of the Company reappointed during the year possesses integrity, relevant expertise and experience (including the proficiency) required to best serve the interest of the Company.

Proficiency means proficiency of the Independent Director as ascertained from the online proficiency self-assessment test conducted by the Indian Institute of Corporate Affairs.

Procedure for Nomination and Appointment of Directors:

The Nomination and Remuneration Committee (NRC) is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements. The Committee is also responsible for reviewing the profiles of potential candidates vis-a-vis the required competencies and meeting the potential candidates prior to making recommendations of their nomination to the Board. At the time of appointment, specific requirements for the position including expert knowledge expected is communicated to the appointee. The list of core skills, expertise and competencies of the Board of Directors as are required in the context of the businesses and sectors applicable to the Company are identified by the Board and are available with the Board. The Directors have also

reviewed the list of core skills, expertise and competencies which were mapped against them. The same is disclosed in the Corporate Governance Report forming part of this Annual Report.

Criteria for determining Qualifications, Positive Attributes and Independence of a Director:

The NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178(3) of the Act and the SEBI Listing Regulations. The same is available on the website of the Company at www.lloydsengg.in.

Board Evaluation

The Board has carried out the annual evaluation of its own performance and that of its committees and individual Directors for the year pursuant to the provisions of the Act and the SEBI Listing Regulations. The exercise of performance evaluation was carried out electronically through a secure application, reducing the cycle time to make documents available to the Board/Committee Members and in increasing confidentiality and accuracy.

The performance of the Board and individual Directors was evaluated by the Board after seeking inputs from all the Directors. The criteria for performance evaluation of the Board included aspects such as Board composition and structure, effectiveness of Board processes, contribution in the long-term strategic planning, etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Chairman of the Board had one-on-one meetings with each Independent Director and the Chairman of the NRC had one-on-one meetings with each Executive and NonExecutive, Non-Independent Directors. In a separate meeting, the Independent Directors evaluated the performance of Non-Independent Directors and performance of the Board as a whole including the Chairman of the Board taking into account the views of Executive Directors and NonExecutive Directors.

The NRC reviewed the performance of the Board, its Committees and of the Individual Directors. The same was discussed in the Board Meeting that followed the meeting of the Independent Directors and the NRC, at which the feedback received from the Directors on the performance of the Board and its Committees was also discussed. The Company follows a practice of addressing each of the observations and suggestions by drawing up an action plan and monitoring its implementation through the Action Taken Report which is reviewed by the Board of Directors from time to time.

Nomination and Remuneration Policy: The Company has in place a Remuneration Policy for the Directors, KMP and other employees pursuant to the provisions of the Act and the SEBI Listing Regulations which is available on the website of the Company at www.lloydsengg.in.

In respect of such meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. No circular resolutions were passed by the Company during the financial year under review.

b. Committees of the Board:

The detailed information with regard to the composition of Board and its Committee(s) and their respective meetings etc. are stated in the Corporate Governance Report of the Company which forms an integral part of this Annual Report.

c. Corporate Governance:

The Company follows the best governance practices to boost long-term shareholder value and respect minority rights. The Company considers the same as its inherent responsibility to disclose timely and accurate information to its stakeholders regarding its operations and performance, as well as the leadership and governance of the Company The Company is committed to the values and ideals that guide and govern the conduct of the companies as well as its employees in all matters relating to business.

The Company’s overall governance framework, systems and processes reflect and support its Mission, Vision and Values. At our Company, human rights is also an integral aspect of doing business and the Company is committed to respect and protect human rights to remediate adverse human rights impacts that may be resulting from or caused by the Company’s businesses.

The Company’s governance guidelines cover aspects mainly relating to composition and role of the Board, Chairman and Directors, Board diversity, retirement age for the Directors and Committees of the Board.

The Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with. As per Regulation 34(3) Read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance, together with a certificate from the Company’s Statutory Auditors, forms an integral part of this Report as ‘Annexure A’.

d. Performance Evaluation of the Board and its Committee(s):

The Board has carried out an annual performance evaluation of its own performance and that of its committees and individual directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

e. Meeting of the Independent Directors:

During the year under review, one (1) Meeting of the Independent Directors of the Company was held on 13^th February, 2025 as required under Schedule IV to the Act (Code for Independent Directors) and Regulation 25(3) of the SEBI Listing Regulations. At their Meeting, the Independent Directors reviewed the performance of NonIndependent Directors and the Board as a whole including the Chairman of the Board after taking the views of Executive and Non-Executive Directors and also assessed the quality, quantity and timeliness of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. They also reviewed the performance of the Whole Ti me Directors of the Company taking into account the views of the Directors.

All the Independent Directors were present at this meeting. The observations made by the Independent Directors have been adopted and implemented.

Independent Directors play a pivotal role by overseeing the Company’s internal controls, financial reporting and risk management. They provide valuable insights and recommendations that help the Company achieve its goals for ensuring effective corporate governance for the success and sustainability of the organisation. Their increased presence in the boardroom has been hailed as a harbinger for striking a right balance between individual, economic and social interests. The Company currently has five (5) NonExecutive Independent Directors which comprise around 57%, including one (1) Woman Director comprising 14% of the total strength of the Board of Directors. The maximum tenure of the Independent Directors is in accordance with the Act and the SEBI Listing Regulations. The NRC identifies candidates based on certain criteria laid down and takes into consideration the need for diversity of the Board which, inter alia, includes skills, knowledge and experience and accordingly makes its recommendations to the Board.

f. Declaration by Independent Directors:

The Company has received a declaration from the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act read with Regulation 16(1)(b) of the SEBI Listing Regulations. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstances or situations which exist or may be reasonably anticipated that could impair or impact their ability to discharge their duties. In the opinion of the Board, the Independent Directors fulfil the conditions of independence specified in the Act and the SEBI Listing Regulations and are independent of the Management. Further, the Independent Directors have in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended, confirmed that they have enrolled themselves in the Independent Directors’ Databank maintained with the Indian Institute of Corporate Affairs (''IICA’). They have also confirmed that they have attempted the proficiency selfassessment test conducted by IICA and cleared the same required if any or they are exempt from the requirement to undertake the online proficiency self-assessment test conducted by IICA or still in process to pass proficiency selfassessment test conducted by IICA and two years have not been passed after inclusion of his/her name in the databank.

g. Terms and conditions of appointment of Independent Directors:

All the Independent Directors of the Company have been appointed as per the provisions of the Companies Act 2013 and the SEBI Listing Regulations. As required by Regulation 46 of the SEBI Listing Regulations, the terms and conditions of their appointment have been disclosed on the website of the Company at www.lloydsengg.in.

h. Induction and Familiarisation Programme for Independent Directors:

The Company has a familiarisation programme for its Independent Directors with an objective to enable them to understand the Company, its operations, strategies, business, functions, policies, industry and environment in which it functions and the regulatory applicable to it and operations of its subsidiaries. These include orientation programmes upon induction of new Directors as well as other initiatives to update the Directors on a continuous basis.

An induction kit is provided to new Directors which includes the Annual Report, overview of the Company and Code of Conduct for Non-Executive Directors including Independent Directors, Company’s Code of Conduct for Prevention of Insider Trading and Code of Corporate Disclosure Practices, etc. Meetings with Executive Directors / Whole Time Directors are organised to provide a brief on the businesses/ functions.

Pursuant to Regulation 25(7) of the SEBI Listing Regulations, the Company imparted various familiarisation programmes to its Directors. The Directors are also regularly updated by sharing various useful reading material relating to the Company’s performance, operations, business highlights. Pursuant to Regulation 46 of the SEBI Listing Regulations, the details of such familiarisation programmes during FY 2024- 25 are available on the website of the Company at www.lloydsengg.in.

The details of the Familiarization Programmes as conducted by the Company during the last financial are available on the website of the Company (www.lloydsengg.in).

i. Composition of Audit Committee:

The Audit Committee comprised three (3) Members and all three (3) are Independent Directors. During the year under review, five (5) Audit Committee Meetings were held, details of which are provided in the Corporate Governance Report. During the year under review, there were no instances when the recommendations of the Audit Committee were not accepted by the Board.

j. Composition of Corporate Social Responsibility (CSR):

The CSR Committee comprised three (3) Members out of which two (2) are Independent Directors. During the year under review, one (1) Meeting of the CSR Committee was held, details of which are provided in the Corporate Governance Report. During the year under review, there were no instances when the recommendations of the CSR Committee were not accepted by the Board.

22. DIRECTORS’ RESPONSIBILITY STATEMENT.

Pursuant to Section 134(3)(c) and 134 (5) of the Companies Act 2013, your Directors state that:

1. in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed and there are no material departures from the same;

2. the Directors 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 as at March 31, 2025 and of the profit of the Company for the year ended on that date;

3. the Directors have 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;

4. the Directors have prepared the annual accounts on a ''going concern’ basis;

5. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and;

6. the Directors have devised proper systems and controls to ensure compliance with the provisions of all applicable laws and that such systems and controls are adequate and operating effectively.

23. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Information on Conservation of Energy, Technology

Absorption, Foreign Exchange Earnings and Outgo, which

is required to be given pursuant to the provisions of section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of Companies (Account) Rules, 2014 is annexed hereto marked as ‘Annexure D’ and forms part of this report.

24. ANNUAL RETURN:

In terms of 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, the Annual Return in form MGT-7 as on 31^st March 2025 is available on the website of the Company at www.lloydsengg.in.

25. VARIOUS POLICIES OF THE COMPANY.

In accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013 the Company has formulated, implemented and amended (as per the Companies (amendments) Act, 2017, SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2019) and SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 and other applicable provisions, Company has formulated various policies and the Amended copy of all such Policies are available on Company’s website (www. lloydsengg.in) under the Corporate Policies sub-caption of the Investor Caption. The policies are reviewed periodically by the Board and updated based on need and requirements.

26. AUDITORS:

The matters related to Auditors and their Reports are as under:

(A) Audit Committee and Statutory Auditor:

Audit Committee: The Board has constituted an Audit Committee that performs the roles and functions mandated under the Act, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), and other matters as prescribed by the Board from time to time. During the year under review, the Board has accepted the recommendations of the Audit Committee on various matters, with no instances where such recommendations have not been accepted. For further details on the composition of the Audit Committee, its terms of reference and attendance at its meetings, please refer to the Corporate Governance Report.

Statutory Auditors: In terms of provisions of Section 139 of the Companies Act 2013, M/s. S Y Lodha and Associates,

Chartered Accountants (ICAI Firm Registration No. 136002W) were appointed as Statutory Auditors of the Company for first term of five (5) consecutive years from the conclusion of the 28^th Annual General Meeting until the conclusion of the 33^rd Annual General Meeting of the Company to be held in the year 2027.

M/s. S Y Lodha and Associates, Chartered Accountants, have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company and satisfy the prescribed eligibility criteria.

The Audit Report was issued by the Statutory Auditors with an unmodified opinion and does not contain any qualification, reservation, adverse remark or disclaimer. During the year under review, the Auditors have not reported any instances of fraud under Section 143(12) of the Act and therefore disclosure of details under Section 134(3)(ca) of the Act is not applicable.

(B) Audit Report: The Report given by the Statutory Auditors on the financial statements of the Company is part of this Annual Report.

During the year 2024 - 25, no frauds have either occurred or noticed and/or reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (as amended from time to time). The said Report was issued by the Statutory Auditors with an unmodified opinion.

The observations, if any, made by the Statutory Auditors in their Audit Report read with the relevant notes thereof as stated in the Notes to the Audited Financial Statements of the Company for the Financial Year ended March 31, 2025 are self-explanatory and being devoid of any reservation(s), qualification(s) or adverse remark(s) etc.; and do not call for any further information(s)/ explanation(s) or comments from the Board under Section 134(3)(f)(i) of the Companies Act, However, there are no observations in the Audit Report.

During the year under review, the Auditors have not reported any instances of fraud under Section 143(12) of the Act and therefore disclosure of details under Section 134(3) (ca) of the Act is not applicable.

(C) Secretarial Auditor:

In terms of provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors (the Board), at its held on 2^nd May 2024 had appointed M/s. Mitesh J Shah Associates, Practicing Company Secretary firm headed by proprietor Mr. Mitesh J. Shah, having Membership No. 10070 and Certificate of Practice No. 12891, as the Secretarial Auditor of the Company to conduct Secretarial Audit for the financial year 2024-25.

In reference to recent amendments in SEBI (LODR) Regulations 2015 dated 13^th December 2024 read with Section 204 and other applicable provisions, if any, of the Companies Act, 2013, Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), other applicable laws/statutory provisions, if any, as amended from time to time, based on the recommendation of the Audit Committee, the Board of Directors (the Board), at its meeting held on 7^th May, 2025 has considered, approved, and recommended to the Members of the Company the appointment of M/s. Mitesh J Shah & Co., Practicing Company Secretaries as Secretarial Auditors of the Company. The proposed appointment is for a term of 5 (five) consecutive years from the financial year 2025-26 to the financial year 2029-30, on payment of such remuneration as may be mutually agreed upon between the Board and the Secretarial Auditors from time to time.

M/s. Mitesh J Shah & Co., Practicing Company Secretaries, have confirmed they are not disqualified from being appointed as the Secretarial Auditors of the Company and satisfy the prescribed eligibility criteria.

The Secretarial Audit Report and Secretarial Compliance Report for the financial year 2024-25, does not contain any qualification, reservation, or adverse remark. During the year under review, the Secretarial Auditors have not reported any instances of fraud under Section 143(12) of the Act and therefore disclosure of details under Section 134(3) (ca) of the Companies Act 2013 is not applicable. For further details on the proposed appointment of Secretarial Auditors, please refer to the 31^st Annual General Meeting Notice.

(D) Secretarial Audit Report and Secretarial Compliance Report: Secretarial Audit Report as issued by M/s. Mitesh Shah & Associates, Practicing Company Secretary, the Secretarial Auditor of the Company, in Form No. MR-3 for the financial year 2024- 25 is duly annexed herewith vide ‘Annexure E’ and forms integral part of this Annual Report and Secretarial Compliance Report for Financial Year 2024-25 is duly annexed herewith vide ‘Annexure E1’.

The Secretarial Audit Report and Secretarial Compliance Report for the financial year 2024-25, does not contain any qualification, reservation, or adverse remark, hence it do not call for any further explanation(s)/ information or comment(s) from the Board under Section 134(3) (f)(ii) of the Companies Act, 2013. During the year under review, the Secretarial Auditors have not reported any instances of fraud under Section 143(12) of the Act and therefore disclosure of details under Section 134(3)(ca) of the Act is not applicable. For further details on the proposed appointment of Secretarial Auditors, please refer to the Notice of 31^st Annual General Meeting.

Also, the Secretarial Audit Report of material subsidiary i.e. Techno Industries Private Limited forms an integral part of this Annual Report 2024-25, duly annexed herewith as ‘Annexure E2’.

(E) Cost Auditor: In terms of Section 148 of the Act, the Company is required to have the audit of its cost records conducted by a Cost Accountant. In this connection, the Board of Directors of the Company has on the recommendation of the Audit Committee, approved the re-appointment of M/s. Manisha & Associates as the cost auditors of the Company for the Financial Year 2025 -26 M/s. Manisha & Associates have confirmed that they are free from disqualification specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Act and that the appointment meets the requirements of the Act. They have further confirmed their independent status and an arm’s length relationship with the Company.

The remuneration payable to the Cost Auditors is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a resolution seeking Members’ ratification for the remuneration payable to M/s. Manisha & Associates., forms part of the Notice of the 31^st Annual General Meeting, forming part of this Annual Report.

(F) Cost Audit Report: As per the requirements of Section 148 of the Act read with The Companies (Cost Records and Audit) Rules, 2014, the cost accounts of the Company are required to be audited by a Cost Accountant. The Board of Directors

of the Company have on the recommendation of the Audit Committee, appointed M/s. Manisha and Associates, Cost Accountants, as Cost Auditors for FY 2025-26 on a remuneration of Rs. 55,000/- (Rupees Fifty five thousand only) plus applicable taxes and out-of-pocket expenses. The cost accounts and records of the Company are duly prepared and maintained as required under Section 148(1) of Act.

(G) Reporting of Fraud During the year under review: The

Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Act, details of which need to be mentioned in this Report.

27. PERSONNEL / PARTICULARS OF EMPLOYEES:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended are annexed hereto marked as ‘Annexure F’ and forms an integral part of this report.

28. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEE GIVEN AND SECURITIES PROVIDED:

The particulars of loans given, Investments made, guarantee given and securities provided by the Company covered under the provisions of Section 186, during the Financial Year 2024-25 are stated in Notes to the Audited Financial Statements of the Company as annexed to this Annual Report.

29. PARTICULARS OF CONTRACT(S)/ TRANSACTION(S)/ ARRANGEMENT(S) WITH RELATED PARTIES:

All related party transactions that were entered and executed during the year under review were at arms'' length basis and in ordinary course of business and were reviewed and approved by the Audit Committee. As per the provisions of Section 188 of the Act and Rules made thereunder read with Regulation 23 of the SEBI LODR, your Company had obtained approval of the Audit Committee under specific agenda items for entering into such transactions.

Particulars of contracts or arrangements entered into by your Company with the related parties referred to in Section 188(1) of the Act, in prescribed form AOC-2, is annexed herewith as ‘Annexure G’ to this Report.

Your directors draw attention of the members to notes to the financial statements which inter-alia set out related party disclosures. The Policy on materiality of related parties’ transactions and dealing with related parties as approved by the Board may be accessed on your Company''s website at the www.lloydsengg.in

In terms of Regulation 23 of the SEBI LODR, approval of the members for all material related party transactions has been taken. The details pertaining to transaction with person or entity belonging the promoter/promoter group which holds 10% or more shareholding in the Company are mentioned in the Audited Financial Statements of the Company.

30. RISK MANAGEMENT:

The Risk Management Committee (“RMC”) oversees the risk management process in the Company. The RMC is chaired by a Non-Executive Director and the Chairperson of the Audit Committee is also a Member of the RMC. Further, the Chairman of the RMC briefs the Board at its Meetings about the significant discussions at each of the RMC Meetings.

Considering the volatility, uncertainties and unprecedented challenges involved in the businesses, the risk management function has gained more importance over the last few years, and it is imperative to manage and address such challenges effectively.

The Company has laid down the procedures to inform to the Board about the risk assessment and minimization procedures and the Board has formulated Risk Management Policy to ensure that the Board, its Audit Committee and its Executive Management should collectively identify the risks impacting the Company’s business and document their process of risk identification, risk minimization, risk optimization as a part of a risk management policy/ strategy. The common risks associated with the Company include Rapid Changes in Technology, Heavy Dependence on Franchisee Model, Legal Risk, Financial Reporting Risk, Risk of Corporate Accounting Fraud, Cyber-attack and data leakage.

The Risk Management Committee meets periodically to review all the key risks and assess the status of mitigation measures. The Risk Management Policy has been updated on the website of the Company at www.lloydsengg.in .

31. CORPORATE SOCIAL RESPONSIBILITY:

The Company’s Corporate Social Responsibility (CSR) activities are governed by its CSR Policy, which has been duly approved by the Board of Directors. The CSR Committee of the Board is responsible for overseeing the implementation of all CSR initiatives in alignment with the objectives outlined in the CSR Policy.

The Company’s CSR framework is centered on the enhancement of quality of life and overall well-being of communities. In pursuit of this objective, the Company has extended support to various hospitals and healthcare centers through donations, thereby contributing to improved access to medical care and health services.

The CSR Policy is available on the website of the Company at www.lloydsengg.in . The Annual Report on CSR activities for FY 2024-25 is enclosed as ‘Annexure H’ to this Report.

32. WHISTLEBLOWER POLICY AND VIGIL MECHANISM:

The Company has devised an effective whistleblower mechanism enabling stakeholders, including individual employees and their representative bodies, to communicate their concerns about illegal or unethical practices freely. The Company has also established a vigil mechanism for stakeholders to report concerns about any unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct. Protected disclosures can be made by a whistleblower through several channels.

The Whistleblower Policy of the Company provides for adequate safeguards against victimisation of employees who avail of the mechanism. No personnel of the Company have been denied access to the Chairperson of the Audit Committee. The Policy also facilitates all employees of the Company to report any instance of leak of unpublished price sensitive information.

The Policy is available on the website of the Company at www.lloydsengg.in .

33. HUMAN RESOURCES DEVELOPMENT AND INDUSTRIAL RELATIONS:

The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of Business. The Company is committed to nurturing, enhancing and retaining top talent through superior Learning and Organizational Development. This is a part of Corporate HR function and is a critical pillar to support the Organisation’s growth and its sustainability in the long run.

The Company have aided in retaining and hiring the best talents in the organization. The Company gives importance to Rewarding and Recognizing the well-deserved employees. The company has given various performance-based incentives to employees upon meeting the targets set by the organization, hereby boosting the morale of the employees.

34. LISTING OF SHARES:

The Equity Shares of the Company are continued to be listed and actively traded on the Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE). The listing fees payable for the financial year 2025-26 has been paid to both the Stock Exchanges (BSE & NSE).

35. DEMATERIALIZATION OF SHARES:

As on March 31,2025 there were 1,15,80,88,560 Equity Shares dematerialized through depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited, which represents about 99.36% of the total issued, subscribed and paid-up capital of the Company. As per SEBI Guidelines, Shareholders / Members are requested to dematerialise their holdings in the Company.

36. SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE:

Pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (''POSH Act’) and Rules made thereunder, the Company has formed an Internal Committee (''IC’) for its workplaces to address complaints pertaining to sexual harassment in accordance with the POSH Act. No complaints were pending at the beginning of the financial year. During the year under review, no complaint was reported. No complaint was pending as at the end of the financial year.

Your directors state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has complied with the provisions relating to the constitution of internal complaints committee under the aforesaid Act and necessary disclosures about the same have been provided in the Report on Corporate Governance.

37. CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company and its subsidiary for FY 2024-25 are prepared in compliance with the applicable provisions of the Act and as stipulated under Regulation 33 of the SEBI Listing Regulations as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The Audited Consolidated Financial Statements together with the Auditor’s Report thereon form part of this Annual Report. Pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company, Consolidated Financial Statements along with relevant documents and separate annual accounts in respect of subsidiary are available on the website of the Company at www.lloydsengg.in .

As the Company was having only one subsidiary in the Financial Year 2024-25 from 15^th October 2024, the requirement for consolidated figures for Financial Year 2023-24 is not applicable to the Company.

38. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Internal financial control systems of the Company are commensurate with its size and the nature of its operations.

These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable accounting standards and relevant statutes, safeguarding assets from unauthorised use, executing transactions with proper authorisation and ensuring compliance of corporate policies.

The Company has a well-defined delegation of authority with specified limits for approval of expenditure, both capital and revenue.

The Audit Committee deliberated with the Management considered the systems as laid down and met the internal audit team and statutory auditors to ascertain their views on the internal financial control systems.

The Audit Committee satisfied itself as to the adequacy and effectiveness of the internal financial control systems as laid down and kept the Board of Directors informed. However, the Company recognises that no matter how the internal control framework is, it has inherent limitations and accordingly periodic audits and reviews ensure that such systems are updated on regular intervals.

39. SECRETARIAL STANDARDS:

The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India, as amended and such systems were adequate and operating effectively.

40. DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT OR QUALIFIED INSTITUTIONS PLACEMENT AS SPECIFIED UNDER REGULATION 32 (7A):

During the year under review, On 15^th October 2024, 1,76,05,634 Equity Shares of Re. 1/- each of Lloyds Engineering Works Limited were allotted to Mr Bharat Patel (Allotee) via Preferential Allotment for a consideration other than cash (swap of shares) i.e. in exchange of 82,50,000 Equity Shares of Re. 1/- each of Techno Industries Private Limited (“TIPL”) from Mr Bharat Patel representing 66% of stake in TIPL.

As, the consideration for Preferential Allotment of shares was for consideration other than cash i.e. in exchange of shares (swap of shares), the details for utilisation of funds raised through Preferential Allotment is not applicable. However, the objectives of the said preferential issue stated in the explanatory statement to the notice of general meeting dated 29^th August 2024 wherein the said Preferential Allotment was approved has been accomplished.

41. GENERAL DISCLOSURES:

Your director’s state that no disclosure or reporting is required in respect of the following items as there were no transactions/ activities pertaining to these matters during FY 2024 -25:

a) Issue of equity shares with differential rights as to dividend, voting or otherwise.

As per the Issue Schedule mentioned in Letter of Offer dated 19^th April 2025, the Company shall on or before 10^th June 2025, allot 30,85,17,476 partly paid-up Equity shares via Rights Issue of shares at a face value of Re. 1/- each at an Issue price of Rs. 32/- each (including a premium of Rs. 31/- each) if the aforementioned partly paid Equity shares are fully subscribed. Further, a sum of Rs. 16/- each will be paid by the Shareholders of the Company on application and balance amount in one or more subsequent calls. As the record date fixed for dividend is Thursday, 14^th August 2025, the shareholders of partly paid shares on which a money of Rs. 16 (i.e. 50%) would have been paid on application, shall get the dividend on proportionate basis and the voting rights shall be counted on proportionate basis.

b) There were no instances with respect to voting rights not exercised directly by the employees of Company

c) Neither the Whole Time Directors / Executive Directors nor the Chief Financial Officer of the Company receives any remuneration or commission from any other Company

d) No significant or material orders were passed by the Regulators or Courts or Tribunals which can impact the going concern status and Company’s operations in future.

e) No fraud has been reported by the Auditor in their Audit Report for FY 2024 - 25, hence the disclosure u/s 134(3) (ca) is not applicable.

f) No proceedings are made or pending under the Insolvency and Bankruptcy Code, 2016 and there is no instance of one-time settlement with any Bank or Financial Institution;

g) There has been no change in the nature of business of the Company as on date of this report. However, two words i.e. “electrical engineering” was added in the Main object clause of the Company via Extra Ordinary General Meeting held on 29^th August 2024 for expansion of business, which was registered by Registrar of Companies on 19^th September 2024.

42. ENCLOSURES:
	a. Annexure A :	Corporate Governance Report;
	b. Annexure B :	Management Discussion and Analysis Report; (please refer page no. 64)
	c. Annexure C :	Business Responsibility and Sustainability Report
	d. Annexure D :	Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo Report;
	e. Annexure E :	Secretarial Audit Report in Form No. MR-3;
	f. Annexure E1:	Secretarial Compliance Report
	g. Annexure E2 :	Secretarial Audit Report of Material Subsidairy in Form No. MR-3
	h. Annexure F :	Details of personnel/particulars of employees;
	i. Annexure G :	AOC -2
	j. Annexure H :	Corporate Social Responsibility (CSR) Activities
	k. Annexure I :	Compliance Certificate under ESOP
	l. Annexure J :	AOC- 1
	m. Annexure K :	Dividend Distribution Policy

43. ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation and gratitude for the assistance and generous support extended by all Government Authorities, Financial Institutions, Banks, Customers and Vendors during the year under review. Your directors wish to express their immense appreciation for the devotion, commitment and contribution shown by the employees of the company while discharging their duties.

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Mar 31, 2023

Your Directors are pleased to present the Company’s Twenty Ninth Annual Report and the Company’s Audited Financial Statements for the Financial Year Ended 31^st March, 2023.

1. FINANCIAL HIGHLIGHTS:

The Company’s financial highlights for the year ended 31^st March, 2023 is summarized below:

(Rs. in Lakhs)
Particulars	Current Year	Previous Year
	2022-23	2021-22
Income from Operations	31,260.98	5,009.66
Other Income	579.63	975.07
Total Income	31,840.61	5,984.73
Profit before Interest, Depreciation & Tax	5,804.37	1,446.37
Less: Finance Cost	394.16	101.90
Depreciation	238.26	133.72
Exceptional items	250.00	-
Profit/(Loss) before tax	4,921.95	1,210.75
Less: Tax Expenses (Net)	1,239.64	616.03
Profit/(Loss) for the Year	3,682.31	594.72
Other Comprehensive Income (Net)	32.07	(0.44)
Total Comprehensive Income	3714.38	594.28

2. PERFORMANCE 2022-23:

During the year under review the Company achieved a revenue growth of by approx. 524% in comparison to last F.Y. i.e. from '' 5,009.68 Lakhs of Last F.Y. to '' 31,260.98 Lakhs of Current F.Y., EBITDA growth by approx. 301% in comparison to last F.Y.

i. e. from '' 1,446.37 Lakhs of Last F.Y. to '' 5,804.37 Lakhs of current F.Y. which is more than the total revenue of last F.Y. which was '' 5,009.66 Lakhs, PBT growth by approx. 307% i.e. from '' 1,210.75 Lakhs of last F.Y. to Current F.Y. '' 4,921.95 Lakhs.

For more details on the Standalone performance, please refer to Management Discussion & Analysis.

3. FUTURE OUTLOOK:

With a larger base of the order book to begin FY24, the roadmap is quite steady to deliver higher growth in the coming years. The company plans to further growth systematically to build over the larger base. The company aims to grow the order book much faster from hereon, considering the growth visible in the CAPEX cycle across Industries.

The company has already begun enhancing its capacities to ~2x of its existing capacities. Along with fresh capacities, the company is also modernising & overhauling the asset base. These efforts will provide sufficient headroom for growth in the coming years.

The company’s order book is well diversified across all sectors giving the advantage of being balanced and widespread across various industries. Besides being diversified, the offerings are customised according to clientele needs. This will enhance the company’s margin profile making it more sustainable and consistent going ahead. Given the current improvement in the Defence sectors, the company is also eyeing orders from them which is expected to bring in better returns. The company’s endeavour remains to supply customised engineering solutions to customers in a most time-bound and cost-efficient manner. Moreover, the Balance sheet strength of being Net Debt Free will further strengthen the quality of growth.

Further, the Company focuses on building a strong reputation as a responsible corporate citizen and a track record of delivering longer-term stakeholder value. It can significantly enhance the company’s brand value, which is a quantifiable measure of its social and relationship capital with stakeholders.

4. TRANSFER TO RESERVE:

The Board of the Company do not propose to transfer any amount to any reserve.

5. DIVIDEND:

Based on the Company’s performance, the Directors are pleased to recommend for approval of members a final dividend of '' 0.10 per equity share (i.e. 10%) of the face value of '' 1/- each. The final dividend on equity shares, if approved by the members, will subject to deduction of income tax at source.

The dividend payout has been determined in accordance with the Dividend Distribution Policy of the Company Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, (“Listing Regulations”), the Company had adopted the Dividend Distribution Policy which is available on the Company’s website at https://www.llovdsengg.in/wp-content/uploads/2022/05/ Dividend-Distribution-Policy.pdf

6. SHARE CAPITAL:Convertible warrants

During the financial year 2022-23, out of total issued and allotted

16.50.00. 000 (Sixteen Crores Fifty Lakhs) Convertible Warrants,

9.00. 00.000 (Nine Crores) warrants were converted as requested by warrant holders, at an issue price of '' 3.86 each (including premium of '' 2.86 each) as approved by the Board of Directors of the Company on 19^th May, 2022.

At the time of conversion of Convertible Warrants, Company received 75% funds aggregating to '' 26,05,50,000/- (Rupees Twenty-Six Crores Five Lakhs Fifty Thousand).

Pursuant to the above conversion the paid-up Equity Share Capital has been increased from '' 89,86,98,382 (Rupees Eighty-Nine Crores Eight Six Lakhs Ninety-Eight Thousand Three Hundred and Eighty-Two Only) to '' 98,86,98,382 (Ninety-Eight Crores Eighty-Six Lakhs Ninety-Eight Thousand Three Hundred and Eighty-Two Only).

12% Optionally Fully Convertible Debentures

As on 31^st March, 2023, total 1,51,80,000, 12% Optionally Fully Convertible Debentures (“OFCDs”) of the face value of '' 13.65 each which was issued and allotted for cash aggregating to '' 20,72,07,000 (Rupees Twenty Crores Seventy-Two Lakhs Seven Thousand) to Non promoter category investors on a Preferential basis as approved by the shareholders of the Company on 24^th January, 2022 remain as it is and pending for conversion.

The paid-up Equity Share Capital of the Company as on 31^st March, 2023 stood at '' 98,86,98,382.

7. CHANGE IN THE NATURE OF BUSINESS ACTIVITIES:

During the year under review, there was no changes in the nature of the business activities of the Company.

8. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is set out in this Annual Report as ‘Annexure-B’.

9. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As mandated by the Securities and Exchange Board of India (SEBI), the Business Responsibility Report of the Company for the year ended 31^st March, 2023 is annexed as ‘Annexure-C’ and forms an integral part of this Report.

10. SUBSIDIARY & CONSOLIDATED FINANCIAL STATEMENTS:

The Company is not required to consolidate its financial statements for the year ended 31^st March, 2023 as the Company does not have any Subsidiary, Associates, and Joint Ventures Companies.

11. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

12. PUBLIC DEPOSIT:

Your Company has neither invited nor accepted Public Deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

13. EMPLOYEE STOCK OPTION SCHEME/PLAN:

The Members of the Company at the Extraordinary General Meeting held on 24^th January, 2022 approved the Lloyds Steels Industries Limited Employee Stock Option Plan - 2021(“LLOYDS STEELS ESOP -2021”) for issue of Employee Stock Options to such eligible employees (as defined in the Scheme), of any present and future Group Companies including Subsidiary(ies), Associate Company(ies) and the Holding company (‘Eligible Employees’), selected on the basis of criteria decided by the Board or a Committee thereof. The scheme has been implemented via Trust Route wherein the Company will issue and allot such number of Equity Shares of '' 1/- (Rupee One Only) each not exceeding 4,40,00,000 (Four Crore Forty Lakh) equity shares, representing in the aggregate 4.90 % of the Paid-up Share Capital of the Company (as on the date of this resolution) as to trust and the trust will transfer the shares to the Employees who successfully exercised their vested options.

The Nomination and Remuneration Committee (‘NRC’) of the Board of Directors of your Company is entrusted with the responsibility of administering the plan and during the financial year 2022-23 the committee meeting held on 27^th October, 2022 has granted 1,00,61,000 stock option to eligible employees in pursuance thereof.

The above Scheme/Plan is in line with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SBEB & SE Regulations”). The Company has obtained certificates from the Auditors of the Company stating that the Schemes have been implemented in accordance with the SBEB & SE Regulations and the resolutions passed by the members. The certificates are available for inspection by members in electronic mode at https://www.llovdsengg.in/wp-content/uploads/2023/06/DULY-SIGNED-Compliance-certificate-under-Reg-13-LSIL.pdf and https://www.lloydsengg.in/wp-content/uploads/2023/06/ Regulation-14-SEBI-SBEB-SE-Regulations-2021.pdf.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL.

During the year under review there are following changes in the Board of Directors of the Company

Mr. S.N. Singh (DIN:00398484)

Mr. S.N. Singh, an Independent Director of the Company has resigned from the post of Independent Directorship of the Company from closing business hours of 18^th April, 2023. The Board, in the meeting held on 27^th April, 2023 noted the resignation and recorded the appreciation for assistance and guidance provided by Mr. S.N. Singh during his tenure.

Ashok Tandon (DIN:00028301)

In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company, Mr. Ashok Tandon, Non-Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Mr. R.M. Alegavi (DIN:03584302)

In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company, Mr. R.M. Alegavi, NonExecutive director of the Company, retired by rotation at the 28^th Annual General Meeting and offered himself for reappointment.

Further, in accordance with the provision of SEBI (LODR) Regulations, 2015, approval of members is being accorded for continuation of his term as a Non-Executive Director of the Company after attaining age of 75 years in the ensuing 29^th Annual General Meeting.

Statement of Board of Directors:

The Board of Directors of the Company are of the opinion that the Independent Directors of the Company reappointed during the year possesses integrity, relevant expertise and experience required to best serve the interest of the Company.

15. DISCLOSURE RELATED TO BOARD AND CORPORATE GOVERNANCE:

a. Number of Meetings of the Board: Total 7 (Seven) Board Meetings were held during the financial year 2022-23 as required u/s 134 (3) (b) of the Companies Act, 2013 the details of which are as under:

Date of Board meetings	Purpose
11lh May, 2022	Financial Results & General Purpose
19th May, 2022	General Purpose
20th July, 2022	Financial Results & General Purpose
27th October, 2022	Financial Results & General Purpose
17th January, 2023	General Purpose
2nd February, 2023	Financial Results & General Purpose
15th March, 2023	General Purpose

In respect of such meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. No circular resolutions were passed by the Company during the financial year under review.

b. Committees of the Board: The detailed information with regard to the composition of Board and its Committee(s) and their respective meetings etc. are stated in the Corporate Governance Report of the Company which forms part of this Annual Report.

c. Corporate Governance: The Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with. As per Regulation 34(3) Read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance, together with a certificate from the Company’s Statutory Auditors, forms part of this Report as ‘Annexure-A’.

d. Performance Evaluation of the Board and its Committee(s): The Board has carried out an Annual Performance Evaluation of its own performance and that of its committees and individual Directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

e. Meeting of the Independent Directors: During the year under review, the Independent Directors met on 2^nd February, 2023 inter alia, to:

i) Review the performance of Non-Independent Directors and the Board of Directors as a whole;

ii) Review the performance of the Managing Director of the Company taking into account the views of the Directors;

iii) Assess the quality, content and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present at this meeting. The observations made by the Independent Directors have been adopted and implemented.

f. Declaration by Independent Directors: All Independent Directors have given declarations under section 149 (7) that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

g. Familiarization Programme for Independent Directors:

The Company has formulated a Programme for Familiarization of Independent Directors with regard to their roles, rights, responsibilities, nature of the industry in which the Company operates, the business model of the Company etc. The details of the Familiarization Programmes as conducted by the Company during the last fiscal are available on the website of the Company (www.llovdsengg.in). However, during the year under review, there was no change in the nature of business of the company and its business vertical/structure/ operational strategy, etc., which would have necessitated fresh Familiarization Programme for Independent Directors.

16. DIRECTORS’ RESPONSIBILITY STATEMENT.

Pursuant to Section 134(5) of the Companies Act 2013, your Directors state that:

1. in the preparation of the annual accounts for the year ended 31^st March, 2023, the applicable accounting standards have been followed and there are no material departures from the same;

2. the Directors 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 as at 31^st March, 2023 and of the profit of the Company for the year ended on that date;

3. the Directors have 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;

4. the Directors have prepared the annual accounts on a ‘going concern’ basis;

5. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and;

6. the Directors have devised proper systems and controls to ensure compliance with the provisions of all applicable laws and that such systems and controls are adequate and operating effectively.

17. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo, which is required to be given pursuant to the provisions of section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of Companies (Account) Rules, 2014 is annexed hereto marked as ‘Annexure-D’ and forms part of this report.

18. ANNUAL RETURN:

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company www.llovdsengg.in

19. VARIOUS POLICIES OF THE COMPANY:

In accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013 the Company has formulated, implemented and amended (as per the Companies (amendments) Act,

2017, SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2019) and SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 and other applicable provisions, Company has formulated various policies and the Amended copy of all such Policies are available on Company’s website (www.lloydsengg.in) under the head named as Corporate Policies sub-caption of the Investor Caption. The policies are reviewed periodically by the Board and updated based on need and requirements.

Name of the Policy	Brief Description
Whistle Blower or Vigil Mechanism Policy	The policy is meant for Directors, Employees and Stakeholders of the Company to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct and ethics amongst others.
Policy for Related Party Transactions	The policy regulates all transactions taking place between the Company and its related parties in accordance with the applicable provisions.
Policy for preservation of documents	The policy deals with the retention of corporate records of the Company.
Policy for determination of materiality of events	This policy applies for determining and disclosing material events taking place in the Company.
Code of conduct for Director(s) and Senior Management Personnel	The Policy is aimed to formulate a Code of Conduct for the Directors and Senior Management Personnel to establish highest standard of their ethical, moral and legal conduct in the business affairs of the Company.
Nomination and Remuneration Policy	The policy formulates the criteria for determining qualifications / competencies / positive attributes and independence related to the appointment, removal and remuneration of a Director (Executive / Non-Executive) and also the criteria for determining the remuneration of the Directors, Key Managerial Personnel and other employees covered under the prescribed criteria, if any.
Code of Conduct for Prohibition of Insider Trading	The Policy provides framework for dealing with the securities of the Company in mandated manner.
Policy for Procedure of Inquiry in Case of Leak of Unpublished Price Sensitive Information (“UPSI”)	The SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (“PIT Amendment Regulations”) mandates every listed company to formulate a written policy and procedures for inquiry in case of leak of unpublished price sensitive information and initiate appropriate action on becoming aware of leak of unpublished price sensitive information and inform the Board promptly of such leaks, inquiries, and results of such inquiries. In pursuant to this regulation, the Company has adopted the Policy for Procedure of Inquiry in Case of Leak of Unpublished Price Sensitive Information (“UPSI”).

Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information	The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information was revised pursuant to SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018 to include therein the policy for determination of “Legitimate purposes for sharing UPSI”
Criteria for making payments to NonExecutive Directors	The Board has formulated a policy of criteria for making payments to Non-Executive Directors in compliance with provisions of Schedule V read with Regulation 34 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015
Risk Management Policy	The Risk Management policy is formulated and implemented by the Company in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy helps to identify the various elements of risks faced by the Company, which in the opinion of the Board threatens the existence of the Company.
Dividend Distribution Policy	The dividend distribution policy is formulated and implemented by the Company in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Corporate Social Responsibility Policy	The Corporate Social Responsibility (‘CSR’) activities of the Company are governed through the Corporate Social Responsibility Policy (‘CSR Policy’) approved by the Board and the same is formulated and implemented in compliance with applicable provisions

20. AUDITORS:The matters related to Auditors and their Reports are asunder:

(A) Statutory Auditor: Pursuant to Section 139 of the Companies Act, 2013 and rules made thereunder, two terms of M/s. Todarwal & Todarwal, Chartered Accountants (Firm Registration No. 111009W), as the Statutory Auditors of the Company has expired on conclusion of 28^th AGM. Accordingly, Board of Directors of the Company appointed M/s. S Y Lodha and Associates, Chartered Accountants (ICAI Firm Registration No. 136002W) as Statutory Auditors of the Company for first term of five (5) consecutive years from the conclusion of this 28^th Annual General Meeting until the conclusion of the 33^rd Annual General Meeting of the Company to be held in the year 2027.

(B) Audit Report: During the year 2022 - 23, no frauds have either occurred or noticed and/or reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (as amended from time to time).

The observations, if any, made by the Statutory Auditors in their Audit Report read with the relevant notes thereof as stated in the Notes to the Audited Financial Statements of the Company for the Financial Year ended 31^st March, 2023 are self-explanatory and being devoid of any reservation(s), qualification(s) or adverse remark(s) etc; and do not call for any further information(s)/ explanation(s) or comments from the Board under Section 134(3)(f)(i) of the Companies Act, 2013.

During the year under review, the Auditors have not reported any matter under Section 143 (12) of the Act and therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

(C) Secretarial Auditor: Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, M/s. Maharshi Ganatra & Associates, Practicing Company Secretaries was appointed as the Secretarial Auditor of the Company for the Financial Year 2022-23 and who has issued the Secretarial Audit Report for the Financial Year 2022-23.

Further, Board has Appointed Mr. Mitesh J. Shah Associates, Practicing Company Secretary firm headed by proprietor Mr. Mitesh J. shah, having Membership No. 10070 and Certificate of Practice No. 12891, as the Secretarial Auditor of your Company to conduct Secretarial Audit for the financial year 2023-24 in the Board meeting held on 27^th April, 2023 as recommended by Audit Committee.

(D) Secretarial Audit Report: Secretarial Audit Report in Form No. MR-3 for the financial year 2022 - 23 duly issued by M/s. Maharshi Ganatra & Associates, Practicing Company Secretaries, Secretarial Auditors of financial year 2022-23 is annexed herewith vide ‘Annexure-E’ and forms integral part of this Annual Report. The said Secretarial Audit Report being devoid of any reservation(s), adverse remark(s) and qualification(s) etc. and also do not call for any further explanation(s)/ information or comment(s) from the Board under Section 134(3) (f)(ii) of the Companies Act, 2013.

(E) Cost Auditor: In terms of Section 148 of the Act, the Company is required to have the audit of its cost records conducted by a Cost Accountant. In this connection, the Board of Directors of the Company has on the recommendation of the Audit Committee, approved the re-appointment of M/s. Manisha & Associates as the Cost Auditors of the Company for the Financial year 2023 -24.

M/s. Manisha & Associates have confirmed that they are free from disqualification specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Act

and that the appointment meets the requirements of the Act. They have further confirmed their independent status and an arm’s length relationship with the Company.

The remuneration payable to the Cost Auditors is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a resolution seeking Members’ ratification for the remuneration payable to M/s. Manisha & Associates., forms part of the Notice of the 29^th Annual General Meeting forming part of this Annual Report.

(F) Cost Audit Report: The Company has maintained such accounts and records as per the aforesaid provisions and further the filling of Cost Audit Report for the financial year ended 31^st March, 2023 with the Ministry of Corporate Affairs in XBRL Mode shall take place within the time limit prescribed under the Companies Act, 2013.

(G) Reporting of Fraud During the year under review: The

Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Act, details of which need to be mentioned in this Report.

21. PERSONNEL/PARTICULARS OF EMPLOYEES:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended are annexed hereto marked as ‘Annexure-F’ and forms part of this report

22. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEE GIVEN AND SECURITIES PROVIDED:

The particulars of loans and advances given by the Company during the financial year 2022 - 23 are stated in Notes to the Audited Financial Statements of the Company as annexed to this Annual Report.

23. PARTICULARS OF CONTRACT(S) / TRANSACTION(S) / ARRANGEMENT(S) WITH RELATED PARTIES:

All Related Party Transactions that were entered and executed during the year under review were at arms’ length basis. As per the provisions of Section 188 of the Act and Rules made thereunder read with Regulation 23 of the SEBI LODR, your Company had obtained approval of the Audit Committee under specific agenda items for entering into such transactions.

Particulars of contracts or arrangements entered into by your Company with the related parties referred to in Section 188(1)

of the Act, in prescribed form AOC-2, is annexed herewith as ‘Annexure-G’ to this Report.

Your Directors draw attention of the members on the notes to the financial statements which inter-alia set out related party disclosures. The Policy on materiality of related parties’ transactions and dealing with related parties as approved by the Board may be accessed on your Company’s website at the link: https://www.llovdsengg.in/policies/.

In terms of Regulation 23 of the SEBI LODR, approval of the members for all material related party transactions has been taken. The details pertaining to transaction with person or entity belonging the promoter/promoter group which holds 10% or more of the shareholding in the Company are mentioned in the Standalone Financial Statement.

24. LISTING OF SHARES:

The Equity Shares of the Company are continued to be listed and actively traded on the Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE). The listing fees payable for the financial year 2022-23 has been paid to both the Stock Exchanges (BSE & NSE).

25. DEMATERIALIZATION OF SHARES:

As on 31^st March, 2023 there were 98,06,23,802 Equity Shares dematerialized through depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited, which represents about 99.08% of the total issued, subscribed and paid-up capital of the Company.

26. SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE:

Your Director’s state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the aforesaid Act and necessary disclosures about the same have been provided in the Report on Corporate Governance.

27. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

28. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company confirms Compliance with the applicable requirements of Secretarial Standards 1 and 2.

29. DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT OR QUALIFIED INSTITUTIONS PLACEMENT AS SPECIFIED UNDER REGULATION 32 (7A):

During the financial year 2022-23, out of total issued and allotted

16.50.00. 000 (Sixteen Crores Fifty Lakhs) Convertible Warrants,

9.00. 00.000 (Nine Crores) warrants were converted as requested by warrant holders, at an issue price of '' 3.86 each (including premium of '' 2.86 each) as approved by the Board of Directors of the Company on 19^th May, 2023.

At the time of conversion of Convertible Warrants, Company received 75% funds aggregating to '' 26,05,50,000/- (Rupees Twenty-Six Crores Five Lakhs Fifty Thousand).

The funds raised through the respective issues were utilized for the purpose for which it was raised and in accordance with the objectives of the said preferential issue stated in the explanatory statement to the notice of general meeting.

30. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Corporate Social Responsibility (‘CSR’) activities of the Company are governed through the Corporate Social Responsibility Policy (‘CSR Policy’) approved by the Board. The CSR Policy guides in designing CSR activities for improving quality of life of society and conserving the environment and biodiversity in a sustainable manner. The CSR Committee of the Board oversees the implementation of CSR Projects in line with the Company’s CSR Policy.

The CSR Policy is available on the website of Company https://www.llovdsengg.in/wp-content/uploads/2023/06/ Corporate-Social-Responsibilitv-CSR-Policv.pdf.

The Annual Report on CSR activities for FY 2022-23 is enclosed as “Annexure - H” to this Report.

31. GENERAL DISCLOSURES:

Your director''s state that no disclosure or reporting is required in respect of the following items as there were no transactions/ activities pertaining to these matters during F.Y. 2022 -23:

a) Issue of equity shares with differential rights as to dividend, voting or otherwise.

b) Instances with respect to voting rights not exercised directly by the employees of Company.

c) Neither the Executive Director nor the CFO of the Company receives any remuneration or commission from any other Company.

d) No significant or material orders were passed by the Regulators or Courts or Tribunals which can impact the going concern status and Company’s operations in future.

e) No fraud has been reported by the Auditor in their Audit Report for F.Y. 2022 - 23, hence the disclosure u/s 134(3) (ca) is not applicable.

f) No proceedings are made or pending under the Insolvency and Bankruptcy Code, 2016 and there is no instance of onetime settlement with any Bank or Financial Institution;

g) There is no requirement of web link of policy for determining ‘material’ subsidiaries is disclosed as Company has no subsidiaries during 2022-23

h) There is been no incidence of one-time settlement or the valuation while taking loan from the Banks or Financial Institutions.

32. ENCLOSURES:

a. Annexure-A : Corporate Governance Report;

b. Annexure-B : Management Discussion and Analysis Report;

c. Annexure-C : Business Responsibility and Sustainability Report;

d. Annexure-D : Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo Report;

e. Annexure-E : Secretarial Auditors Report in Form No. MR-3;

f. Annexure-F : Details of personnel/particulars of employees;

g. Annexure-G : AOC -2

h. Annexure-H : Annual Report on CSR Activities

33. ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation and gratitude for the assistance and generous support extended by all Government Authorities, Financial Institutions, Banks, Customers and Vendors during the year under review. Your directors wish to express their immense appreciation for the devotion, commitment and contribution shown by the employees of the company while discharging their duties.

For and on behalf of the Board Lloyds Steels Industries LimitedSd/-Date: 27^th April, 2023 Mukesh R. GuptaPlace: Mumbai Chairman

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Mar 31, 2022

Your Directors are pleased to present the Company’s Twenty Eighth Annual Report and the Company’s Audited Financial Statements for the Financial Year Ended 31^st March, 2022.

1. FINANCIAL HIGHLIGHTS:

The Company’s financial highlights for the year ended 31^st March, 2022 is summarized below:

('' in Lakhs)
Particulars	Current Year	Previous Year
	2021-22	2020-21
Income from Operations	5,009.66	7,005.09
Other Income	975.07	1,309.37
Total Income	5,984.73	8,314.46
Profit before Interest, Depreciation & Tax	1,446.37	305.86
Less: Finance Cost	101.90	76.81
Depreciation	133.72	159.49
Profit/(Loss) before tax	1,210.75	69.56
Less: Tax Expenses (Net)	616.03	19.19
Profit/(Loss) for the Year	594.72	50.37
Other Comprehensive Income (Net)	(0.44)	54.79
Total Comprehensive Income	594.28	105.16

2. PERFORMANCE 2021-22:

During the year under review the Company achieved a turnover of '' 5,009.66 Lakhs as compared to '' 7,005.09 Lakhs in the previous year. The decrease is mainly on account of the economic slowdown as a consequence of the ongoing COVID-19 pandemic. The operating EBIDTA for the year is '' 1,446.37 Lakhs as against '' 305.86 Lakhs in the previous year. The Company has posted a Profit Before Tax of '' 1,210.75 Lakhs during the year as against '' 69.56 Lakhs in the previous year after providing depreciation of '' 133.72 Lakhs (Previous Year '' 159.49 Lakhs) and has posted a Profit of '' 594.72 Lakhs as against '' 50.37 Lakhs in the previous year after considering tax expenses (Net) of '' 616.03 Lakhs (previous year '' 19.19 lakhs). The total Comprehensive Income for the current year is '' 594.28 Lakhs as against '' 105.16 Lakhs in the previous year after considering Other Comprehensive Income of '' (0.44) Lakhs (Previous Year Other Comprehensive income '' 54.79 Lakhs).

3. CHANGE IN PROMOTERS:

During the year under review M/s. Shree Global Tradefin Ltd, one of the significant shareholders of the company entered into a Share Purchase Agreement with Promotors of the company namely M/s. FirstIndia Infrastructure Private Ltd., (32.05%) and M/s. Metallurgical Engineering and Equipments Ltd (14.06%) to acquire their entire combined shareholdings of 46.11% of your company which had triggered an open offer to be made by M/s. Shree Global Tradefin Ltd., to the Shareholders of your Company in accordance with the statutory rules and regulations. The Board of Directors further state that after compliance of all the procedural requirements with respect to the open offer and completion thereof, M/s. Shree Global Tradefin Ltd has become the largest shareholder of your Company having controlling interest in the capacity of Promoters alongwith Persons Acting in Concert i.e. Mrs. Abha Gupta, Mrs. Renu Gupta, Mr. Mukesh R. Gupta, Mr. Rajesh R. Gupta and late Ms. Chitralekha Gupta (Mother in Law of Mrs. Abha Gupta) have and has been classified as the Promoters of the Company holding majority stake of 53.42%.

4. FUTURE OUTLOOK:

The Company has acquired Plant, consisting of land admeasuring 10583 sq. mtrs. along with the Shed structures of 5132.15 sq. mtrs. erected thereon and all plant and machinery installed therein whether movable and to double its capacity for manufacturing medium and heavy equipment for future expansion and new project.

Also, the Company is upgrading an existing shed equipped with a heavy lift crane hook height of 15 meters and most modern manufacturing and material handling facilities. To augment its machining facility, the company has also added CNC Tube sheet drilling machine upto 1000 mm thickness so that it can be one of the few companies to cater to larger heat exchangers for various applications.

The capacity expansion at the Company’s manufacturing facility will augment the captive requirements and boost external sales.

Further, the Company is focusing to build a strong reputation as a responsible corporate citizen and trail track record in delivering longer term stakeholder value and it can significantly enhance the company’s brand value, which is a quantifiable measure of its social and relationship capital with stakeholders.

5. TRANSFER TO RESERVE:

The Board of the Company do not propose to transfer any amount to any reserve.

6. DIVIDEND:

Based on the Company’s performance, the Directors are pleased to recommend for approval of members a final dividend of '' 0.05 per equity share (i.e. 5%) of the face value of '' 1/- each. The final dividend on equity shares, if approved by the members, shall be subject to deduction of income tax at source.

The dividend payout has been determined in accordance with the Dividend Distribution Policy of the Company.

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, (“Listing Regulations”), the Company had adopted the Dividend Distribution Policy which is available on the Company’s website at: https://www.lloydsengg.in/wp-content/uploads/2022/05/ Dividend-Distribution-Policy.pdf

7. SHARE CAPITAL:

During the Financial Year 2021-22, the Company has issued and allotted 16,50,00,000 Convertible Warrants of '' 1/- each at an issue price of '' 3.86 each (including premium of '' 2.86 each), aggregating to '' 63,69,00,000/-(Rupees Sixty Three Crores and Sixty Nine Lakhs) to persons belonging to Promoters/ Promoter Group on Preferential basis as approved by the shareholders of the Company on 12^th November, 2021.

During the Financial Year 2021-22, the Company has issued and allotted 1,51,80,000 12% Optionally Fully Convertible Debentures (“OFCDs”) of the face value of '' 13.65 each for cash aggregating to '' 20,72,07,000 (Rupees Twenty Crores Seventy Two Lakhs Seven Thousand) to Non promoter category investors on a Preferential basis as approved by the shareholders of the Company on 24^th January, 2022.

During the year under review, the Authorized Share Capital of the Company was increased from '' 90,00,00,000/- divided into 90,00,00,000 equity shares of '' 1 each to '' 110,00,00,000/- divided into

110.00. 00.000 equity shares of '' 1 each as approved by the shareholders in Extraordinary General Meeting held on 12^th November, 2021. Further, the Authorized Share Capital of the Company was increased from '' 110,00,00,000/- divided into 110,00,00,000 equity shares of '' 1 each to '' 120,00,00,000/- divided into

120.00. 00.000 equity shares of '' 1 each as approved by the shareholders in Extraordinary General Meeting held on 24^th January, 2022.

The paid-up Equity Share Capital of the Company as on 31^st March, 2022 stood at '' 89,86,98,382.

8. CHANGE IN THE NATURE OF BUSINESS ACTIVITIES:

During the year under review, there are no changes in the nature of the business activities of the Company.

9. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is set out in this Annual Report as ‘Annexure B’.

10. BUSINESS RESPONSIBILITY REPORT

As mandated by the Securities and Exchange Board of India (SEBI), the Business Responsibility Report of the Company for the year ended 31^st March, 2022 is annexed as ‘Annexure C’ and forms an integral part of this Report.

11. SUBSIDIARY & CONSOLIDATED FINANCIAL STATEMENTS:

The Company is not required to consolidate its financial statements for the year ended 31^st March, 2022 as the Company doesn’t have any Subsidiary, Associates and Joint Ventures Companies.

12. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY.

The ongoing Covid-19 pandemic since March 2020 followed by on-off lockdowns restrictions being imposed by the State Government and various authorities from time to time and continuing as on date of this report has severely impacted the delivery schedules of various orders/jobs under execution by the Company. However, your Company has tried to cope up with the situation to avoid and not to have an adverse effect on the cash flow and financial position of the Company.

13. PUBLIC DEPOSIT.

Your Company has neither invited nor accepted public deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

14. EMPLOYEE STOCK OPTION SCHEME/PLAN

The Members of the Company at the Extraordinary General Meeting held on 24^th January, 2022 approved the Lloyds Steels Industries Limited Employee Stock Option Plan - 2021 (“LLOYDS STEELS ESOP -2021”) for issue of Employee Stock Options to such eligible employees (as defined in the Scheme), of any present and future Group companies including Subsidiary(ies), Associate company(ies) and the Holding company, selected on the basis of criteria decided by the Board or a Committee thereof. The scheme has been implemented via Trust Route wherein the Company will issue and allot such number of Equity Shares of '' 1/- (Rupee One Only) each not exceeding 4,40,00,000 (Four Crore Forty Lakh) equity shares, representing the aggregate 4.90% of the paid-up share capital of the Company (as on the date of this resolution) as to trust and the trust will transfer the shares to the Employees who successfully exercised their vested options.

The Nomination and Remuneration Committee (‘NRC’) of the Board of Directors of your Company is entrusted with the responsibility of administering the plan and during the Financial Year 2021-22 and the committee has not granted any stock option in pursuance thereof.

The above Scheme/Plan is in line with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SBEB & SE Regulations”). The Company has obtained certificates from the Auditors of the Company stating that the Schemes have been implemented in accordance with the SBEB & SE Regulations and the resolutions passed by the members. The certificates are available for inspection by members in electronic mode at https://www. lloydsengg.in/wp-content/uploads/2022/07/Regulation-13-SEBI-SBEB-SE-Regulations-2021.pdf and https:// www.llovdsengg.in/wp-content/uploads/2022/07/ Regulation-14-SEBISBEB-SE-Regulations-2021.pdf

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL.

During the year under review there are following changes in the Board of Directors of the Company.

Mukesh R. Gupta (DIN:00028347)

In accordance with the provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015, Mr. Mukesh R. Gupta was appointed on 31^st May,2021 as Chairman and Whole Time Director of the Company for the 3-year term starting from 31.05.2021 to 30.05.2024 as approved by the shareholders of the Company in 27^th Annual General Meeting held on 15^th July, 2021.

Ashok Tandon (DIN:00028301)

Mr. Ashok Tandon has retired from the services on account of superannuation from the closing business hours of 31^st March, 2021 and consequently retired from the position of Managing Director. However, he has been appointed as a Non- Executive Director on the Board of the Company w.e.f. 01^st April, 2021 as approved by the shareholders of the Company in 27^th Annual General Meeting held on 15^th July, 2021.

Mr. R.M. Alegavi (DIN:03584302)

In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company, Mr. R.M. Alegavi, Non-Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Mr. K. M. Pradhan (DIN: 02749508)

In accordance with the provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015, Mr. K.M.

Pradhan was appointed on 11^th September, 2020 as an Additional Non-Executive Director on the Board of the Company and was Regularized in the Annual General Meeting held on 15^th July, 2021. However, Mr. K.M. Pradhan''s designation has been changed to Independent Director w.e.f. 22^nd July, 2021 to meet the Requirements of SEBI (LODR), 2015 pertaining to Board Composition as approved by the shareholders of the Company in Extraordinary General Meeting held on 12^th November, 2021.

Mr. S.N. Singh (DIN:00398484)

Mr. S.N. Singh, an Independent Director of the Company has completed his first term on 31^st August, 2021. Mr. S.N. Singh has been reappointed for a further term of five years w.e.f. 1^st September, 2021 to 31^st August, 2026 as approved by the shareholders of the Company in 27^th Annual General Meeting held on 15^th July,2021.

Mrs. Bela Sundar Rajan (DIN:00548367)

Mrs. Bela Sundar Rajan, an Independent Director of the Company has completed his first term on 31 ^st August, 2021. Mrs. Bela Sundar Rajan has been reappointed for a further term of five years w.e.f. 1^st September, 2021 to 31^st August, 2026 as approved by the shareholders of the Company in 27^th Annual General Meeting held on 15^th July,2021.

Mr. Ashok Kumar Sharma (DIN: 09352764)

In accordance with the provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015, Mr. Ashok Kumar Sharma was appointed as an Independent Director for a term of 5 years on the Board of the Company w.e.f. 14^th October, 2021 to 13^th October, 2026 as approved by the shareholders of the Company in Extraordinary General Meeting held on 12^th November, 2021.

Statement of Board of Directors:

The Board of Directors of the Company are of the opinion that the Independent Directors of the Company reappointed during the year possesses integrity, relevant expertise and experience required to best serve the interest of the Company.

16. DISCLOSURE RELATED TO BOARD AND CORPORATE GOVERNANCE:

a. Number of Meetings of the Board: Total 9 (Nine) Board Meetings were held during the Financial Year 2021-22 as required u/s 134 (3) (b) of the Companies Act, 2013 the details of which are as under:

Date of Board meetings	Purpose
31st May, 2021	Financial Results & General Purpose
22nd July, 2021	Financial Results & General Purpose
14th October, 2021	General Purpose
18th October, 2021	Financial Results & General Purpose
28th October, 2021	General Purpose
22nd November, 2021	General Purpose
25th December, 2021	General Purpose
27th January, 2022	General Purpose
2nd February, 2022	Financial Results & General Purpose

In respect of such meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. No circular resolutions were passed by the Company during the Financial Year under review.

b. Committees of the Board: The detailed information with regard to the composition of Board and its Committee(s) and their respective meetings etc. are stated in the Corporate Governance Report of the Company which forms part of this Annual Report.

c. Corporate Governance: The Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with. As per Regulation 34(3) Read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance, together with a certificate from the Company’s Statutory Auditors, forms part of this Report as ‘Annexure A’.

d. Performance Evaluation of the Board and its Committee(s): The Board has carried out an annual performance evaluation of its own performance and that of its committees and individual directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

e. Meeting of the Independent Directors: During the year under review, the Independent Directors met on 2^nd February, 2022 inter alia, to:

i) Review the performance of Non-Independent Directors and the Board of Directors as a whole;

ii) Review the performance of the Executive Director of the Company taking into account the views of the Directors;

iii) Assess the quality, content and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present at this meeting. The observations made by the Independent Directors have been adopted and implemented.

f. Declaration by Independent Directors: All

Independent Directors have given declarations under section 149 (7) that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

g. Familiarization Programme for Independent Directors: The Company has formulated a Programme for Familiarization of Independent Directors with regard to their roles, rights, responsibilities, nature of the industry in which the Company operates, the business model of the Company etc. The details of the Familiarization Programmes as conducted by the Company during the last fiscal are available on the website of the Company (www.llovdsengg.in). However, during the year under review, there was no change in the nature of business of the company and its business vertical/structure/operational strategy, etc., which would have necessitated fresh Familiarization Programme for Independent Directors.

17. DIRECTORS’ RESPONSIBILITY STATEMENT.

Pursuant to Section 134(5) of the Companies Act 2013,

your Directors state that:

1. in the preparation of the annual accounts for the year ended 31^st March, 2022, the applicable accounting standards have been followed and there are no material departures from the same;

2. the Directors 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 as at 31^st March, 2022 and of the profit of the Company for the year ended on that date;

3. the Directors have 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;

4. the Directors have prepared the annual accounts on a ‘going concern’ basis;

5. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and;

6. the Directors have devised proper systems and controls to ensure compliance with the provisions of all applicable laws and that such systems and controls are adequate and operating effectively.

18. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo, which is required to be given pursuant to the provisions of section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of Companies (Account) Rules, 2014 is annexed hereto marked as ‘Annexure D’ and forms part of this report.

19. ANNUAL RETURN:

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company shall be available on the website of the Company www.llovdsengg.in.

20. VARIOUS POLICIES OF THE COMPANY.

In accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013 the Company has formulated, implemented various policies. All such Policies are available on Company’s website (www.llovdsenaa.in) under the Policies sub-caption of the Investor Caption. The policies are reviewed periodically by the Board and updated based on need and requirements.

Name of the Policy	Brief Description
Whistle Blower or Vigil Mechanism Policy	The policy is meant for directors, employees and stakeholders of the Company to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct and ethics amongst others.
Policy for Related Party Transactions	The policy regulates all transactions taking place between the Company and its related parties in accordance with the applicable provisions.
Policy for preservation of documents	The policy deals with the retention of corporate records of the Company.

Policy for determination of materiality of events	This policy applies for determining and disclosing material events taking place in the Company.
Code of conduct for Director(s) and Senior Management Personnel	The Policy is aimed to formulate a Code of Conduct for the Directors and Senior Management Personnel to establish highest standard of their ethical, moral and legal conduct in the business affairs of the Company.
Nomination and Remuneration Policy	The policy formulates the criteria for determining qualifications / competencies / positive attributes and independence related to the appointment, removal and remuneration of a Director (Executive / Non-Executive) and also the criteria for determining the remuneration of the Directors, Key Managerial Personnel and other employees covered under the prescribed criteria, if any.
Code of Conduct for Prohibition of Insider Trading	The Policy provides framework for dealing with the securities of the Company in mandated manner.
Policy for Procedure of Inquiry in Case of Leak of Unpublished Price Sensitive Information (“UPSI”)	The SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (“PIT Amendment Regulations”) mandates every listed company to formulate a written policy and procedures for inquiry in case of leak of unpublished price sensitive information and initiate appropriate action on becoming aware of leak of unpublished price sensitive information and inform the Board promptly of such leaks, inquiries and results of such inquiries. In pursuant to this regulation, the Company has adopted the Policy for Procedure of Inquiry in Case of Leak of Unpublished Price Sensitive Information (“UPSI”).
Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information	The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information was revised pursuant to SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018 to include therein the policy for determination of “Legitimate purposes for sharing UPSI”

Risk Management Policy

Policy on Materiality Of Related Party Transaction And Dealing With Related Party Transaction -The Policy is implemented as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy shall provide the pathway for the Related Party Transactions. The Risk Management policy is formulated and implemented by the Company in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy helps to identify the various elements of risks faced by the Company, which in the opinion of the Board threatens the existence of the Company.

Dividend Distribution Policy

The dividend distribution policy is formulated and implemented by the Company in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

21. AUDITORS:The matters related to Auditors and their Reports are

as under:

(A) Statutory Auditor: Pursuant to Section 139 of the Companies Act, 2013 and rules made thereunder, the Board of Directors appointed M/s. Todarwal & Todarwal, Chartered Accountants (Firm Registration No. 111009W), as the Statutory Auditors of the Company for a period of five financial years from 01.04.2014 to 31.03.2019 and the shareholders have accorded their approval in the AGM held on 30^th September 2014. M/s. Todarwal & Todarwal, Chartered Accountants converted itself into a Limited Liability Partnership (LLP) under the provisions of the Limited Liability Partnership Act, 2008 and is now known as M/s. Todarwal & Todarwal LLP (Firm Regn. No. 111009W/ W100231) with effect from 14^th July, 2017.

The five-year term of Statutory Auditors ended on 31.03.2019 and as per the provision of Section 139 of the Companies Act, 2013 read with Rule 3(7) of Companies (Audit and Auditors) Rules 2014, they were eligible to be reappointed for a further period of 3 years. Accordingly, the Board approved and recommended their reappointment for further period of 3 years beginning from 2019-20 to 2021-22 and

the same was approved by the shareholders in the Annual General Meeting held on 19^th August,2019.

Now the two terms of M/s. Todarwal & Todarwal LLP is expiring and they are retiring in ensuing 28th Annual General Meeting.

Accordingly, appointment of M/s. S Y Lodha and Associates, Chartered Accountants (ICAI Firm Registration No. 136002W) is recommended for shareholders approval in 28^th Annual General Meeting as Statutory Auditors of the Company in the place of retiring Statutory Auditors, M/s Todarwal & Todarwal LLP, Chartered Accountants, Mumbai (ICAI Firm Registration No. 111009W/ W100231) and to authorize the Board of Directors of the Company to fix their remuneration.

(B) Audit Report: During the year 2021-22, no frauds have either occurred or noticed and/or reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (as amended from time to time).

The observations, if any, made by the Statutory Auditors in their Audit Report read with the relevant notes thereof as stated in the Notes to the Audited Financial Statements of the Company for the Financial Year ended 31^st March, 2022 are selfexplanatory and being devoid of any reservation(s), qualification(s) or adverse remark(s) etc; and do not call for any further information(s)/ explanation(s) or comments from the Board under Section 134(3)(f)(i) of the Companies Act, 2013.

During the year under review, the Auditors have not reported any matter under Section 143 (12) of the Act and therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

(C) Secretarial Auditor: Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, the Board has Appointed Mr. Maharshi Rajesh Ganatra (Practicing Company Secretary) having Membership No. 11332 and Certificate of Practice No. 14520 representing M/s. Maharshi Ganatra & Associates, Practicing Company Secretary as the Secretarial Auditor of your Company to conduct Secretarial Audit for the Financial Year 2022-23.

(D) Secretarial Audit Report: Secretarial Audit Report as issued by the Secretarial Auditor, in Form No. MR-3 for the Financial Year 2021-22 is annexed herewith vide ‘Annexure E’ and forms integral part of this Annual Report. The said Secretarial Audit Report being devoid of any reservation(s), adverse remark(s) and qualification(s) etc. do not call for any further explanation(s)/ information or comment(s)

from the Board under Section 134(3) (f)(ii) of the Companies Act, 2013.

(E) Cost Auditor: In terms of Section 148 of the Act, the Company is required to have the audit of its cost records conducted by a Cost Accountant. In this connection, the Board of Directors of the Company has on the recommendation of the Audit Committee, approved the appointment of M/s. Manisha & Associates as the Cost Auditors of the Company for the Financial Year 2022-23.

In accordance with the provisions of Section 148(3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors as recommended by the Audit Committee and approved by the Board has to be ratified by the members of the Company. Accordingly, appropriate resolution forms part of the Notice convening the AGM. M/s. Manisha & Associates have vast experience in the field of cost audit and have been conducting the audit of the cost records of the Company for the past several years.

(F) Cost Audit Report: The Company has maintained such accounts and records as per the aforesaid provisions and further has filed Cost Audit Report for the Financial Year ended 31^st March, 2021 with the Ministry of Corporate Affairs in XBRL Mode within the time limit prescribed under the Companies Act, 2013.

22. PERSONNEL/PARTICULARS OF EMPLOYEES:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended are annexed hereto marked as ‘Annexure F’ and forms part of this report

23. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEE GIVEN AND SECURITIES PROVIDED:

The particulars of loans and advances given by the Company during the Financial Year 2021-22 are stated in Notes to the Audited Financial Statements of the Company as annexed to this Annual Report.

24. PARTICULARS OF CONTRACT(s)/TRANSACTION(s)/ ARRANGEMENT(s) WITH RELATED PARTIES:

All related party transactions that were entered and executed during the year under review were at arms’ length basis. As per the provisions of Section 188 of the Act and Rules made thereunder read with Regulation 23 of the SEBI (LODR) Regulations, your Company had obtained approval of the Audit Committee under specific agenda items for entering into such transactions.

Particulars of contracts or arrangements entered into by your Company with the related parties referred to in Section 188(1) of the Act, in prescribed form AOC-2, is annexed herewith as ‘Annexure G’ to this Report.

Your directors draw attention of the members to notes to the financial statements which inter-alia set out related party disclosures. The Policy on materiality of related parties’ transactions and dealing with related parties as approved by the Board may be accessed on your Company’s website at the link: https://www.llovdsengg. in/policies/.

In terms of Regulation 23 of the SEBI LODR, approval of the members for all material related party transactions has been taken. The details pertaining to transaction with person or entity belonging the promoter/promoter group which holds 10% or more shareholding in the Company are mentioned in the Standalone Financial Statement.

25. LISTING OF SHARES:

The Equity Shares of the Company are continued to be listed and actively traded on the Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE). The listing fees payable for the Financial Year 2021-22 has been paid to both the Stock Exchanges (BSE & NSE).

26. DEMATERIALIZATION OF SHARES:

As on 31^st March 2022, there were 89,04,31,662 Equity Shares dematerialized through depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited, which represents about 99.08% of the total issued, subscribed and paid-up capital of the Company.

27. SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE:

Your Director’s state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has complied with the provisions relating to the constitution of internal complaints committee under the aforesaid Act and necessary disclosures about the same have been provided in the Report on Corporate Governance.

28. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

29. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company confirms Compliance with the applicable requirements of Secretarial Standards 1 and 2.

30. DETAILS OF UTILIZATION OF FUNDS RAISEDTHROUGH PREFERENTIAL ALLOTMENT ORQUALIFIED INSTITUTIONS PLACEMENT ASSPECIFIED UNDER OF SEBI LODR REGULATIONS:

During the year under review, the Company has raised funds by issuing the 16,50,00,000 Warrants to Promoter/ Promoter Group of '' 1/- each at a premium of '' 2.86 each and 1,51,80,000 Optionally Fully Convertible Debentures to non-Promoters at a face value of '' 13.65 each through preferential allotment.

The funds raised through the respective issues were utilized for the purpose for which it was raised and in accordance with the objectives of the said preferential issue stated in the explanatory statement to the notice of general meetings.

31. GENERAL DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/ activities pertaining to these matters during F.Y. 2021-22:

a) Issue of equity shares with differential rights as to dividend, voting or otherwise.

b) Issue of shares (including sweat equity shares and ESOP) to employees of the Company under any scheme.

c) Instances with respect to voting rights not exercised directly by the employees of Company.

d) Neither the Executive Director nor the CFO of the Company receives any remuneration or commission from any other Company.

e) No significant or material orders were passed by the Regulators or Courts or Tribunals which can impact the going concern status and Company’s operations in future.

f) No fraud has been reported by the Auditor in their Audit Report for Financial Year 2021 -22, hence the disclosure u/s 134(3) (ca) is not applicable.

32. ENCLOSURES:

a. Annexure A : Corporate Governance Report;

b. Annexure B : Management Discussion and Analysis Report;

c. Annexure C : Business Responsibility Report;

d. Annexure D : Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo Report;

e. Annexure E : Secretarial Auditors Report in Form No. MR-3;

f. Annexure F : Details of personnel/particulars of employees;

g. Annexure G : AOC -2

33. ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation and gratitude for the assistance and generous support extended by all Government Authorities, Financial Institutions, Banks, Customers and Vendors during the year under review. Your Directors wish to express their immense appreciation for the devotion, commitment and contribution shown by the employees of the company while discharging their duties.

For and on behalf of the Board Lloyds Steels Industries Limited

Sd/-

Date: 11^th May, 2022 Mukesh R. Gupta

Place: Mumbai Chairman

---

Mar 31, 2018

Dear Members,

The Directors are pleased to present the Company’s Twenty Fourth Annual Report and the Company’s Audited Financial Statements for the Financial Year Ended 31^st March, 2018.

1. FINANCIAL HIGHLIGHTS:

The Company’s financial highlights for the year ended 31^st March, 2018 is summarized below:

(Rs. in Lakhs)

	Current	Previous
Particulars	Year	Year
	2017-18	2016-17
Income from Operations*	12,250.25	8,163.28
Other Income	3,428.35	574.20
Total Income*	15,678.60	8,737.48
Profit before Interest,	417.16	273.62
Depreciation & Tax
Less : Finance Cost	28.57	31.10
Depreciation	101.00	112.98
Exceptional Items	-	-
Profit/(Loss) before tax	287.59	129.54
Less: Deferred Tax	87.51	27.04
Net Profit/ (Loss) after Tax	200.08	102.50

* This includes Excise Duty of Rs.52.13 Lakhs (Rs.548.45 Lakhs).

2. PERFORMANCE 2017-18:

During the year under review, the Company achieved a turnover of Rs.12,250.25 Lakhs as against Rs.8,163.28 Lakhs in the previous year. These figures include Excise Duty of Rs.52.13 Lakhs and Rs.548.45 Lakhs for the current and previous year respectively. The increase in the turnover is on account of improved industrial scenario during the current financial year. The operating EBIDTA for the year is Rs.417.16 Lakhs as against Rs.273.62 Lakhs in the previous year. The Company has posted a Profit of Rs.287.59 Lakhs during the year as against Rs.129.54 Lakhs in the previous year after providing depreciation of Rs.101 Lakhs (Previous Year Rs.112.98 Lakhs) and has posted a Net Profit of Rs.200.08 Lakhs in the current year after considering deferred tax of Rs.87.51 Lakhs. Previous year figures have been reclassified wherever necessary as per Ind-AS requirement.

3. Transfer to Reserve:

The Company do not propose to Transfer any amount to any reserve.

4. Dividend:

In order to conserve the resources, the Board of Directors have not recommended any dividend for the year ended 31^st March, 2018.

5. MANAGEMENT DISCUSSION AND ANALYSIS

The core business of the Company is Design, Engineering, Manufacturing, Fabrication, Supply, Erection and Commissioning of all types of Mechanical, Hydraulic, Structural, Process Plants, Metallurgical, Chemical Plants Equipments including Marine Loading/ Unloading Arms, Truck/Wagon Loading/Unloading Arms, Columns, Pressure Vessels, Dryers, Boilers, Power Plant, Steel Plant Equipments, Capital Equipments and execution of Turnkey and EPC projects.

The Company has collaboration agreements with L3 Calzoni s.r.l., Milano, Italy for Fin Stabilizers and Steering Gears with Controls for Indian Naval Ships and Indian Coast Guard Ships. The Company has arrangement with Technip FMC, France (earlier FMC Technologies SA) for Marine, Truck/Wagon Loading Arms and Piggable Systems.

During the current financial year, the Company has executed orders/jobs by supplying critical equipments, items and spares, carried out erection, installation and commissioning work and provided technical services to various Public and Private Sector Companies and Government Bodies /Agencies in diversified areas and fields broadly covering Refinery & Petroleum, Oil & Gas, Power, Steel Plant Equipments, Ports and Naval Shipyard amongst others.

The Company is approved for its engineering skills/ works/services by various premier consulting companies and Inspection Agencies such as Engineers India Ltd., (EIL), MECON, LRIS, BVIS amongst various other agencies. EIL has revalidated its approval for the Company’s Works for manufacture of Pressure Vessel, Columns/Tower, Heat Exchangers, Loading Arms, Air Dryers and Boiler Waste Heat Package.

The Company’s works has been approved by Industrial Boiler Regulatory Authority (IBR). The company has further been approved for ISO 9001:2015 by SGS UK for Design, Manufacture and Supply of Equipment for Industrial Sector - Hydrocarbon, Nuclear Power, Space, Defence, Process plants, Loading/Unloading Arms, Steel Plant, Boiler and Boiler Equipment. The Company’s Fabrication Shop at Murbad has been approved by the Petroleum and Explosives Safety Organisation (PESO) under the Ministry of Commerce and Industry for Fabrication of Non-Cryogenic Pressure Vessels.

The Company during the financial year has been granted Certificate of Authorization by the American Society of Mechanical Engineers (ASME) and use of the Certification Marks “u”, “u2” and “S” for manufacture of pressure vessels and manufacture and assembly of power boilers in the Companies Works and field sites. The Company continues to participate in the tenders of various Public and Private Sector Companies, Government Organisations, Navy, Ports, and actively looking for obtaining orders/execution of works in India and Abroad.

a. Engineering Industry and Business Overview:

The prospects of Indian Engineering Industry are improving in a steady manner in view of large reforms undertaken by the Government of India in various sectors particularly in the Hydro Carbon and Infrastructure Sectors. The Oil and Gas Sector including the Refineries in India have made out expansion plans with high investments and accordingly this sector alongwith Infrastructure, Logistic and Port Sectors are expected to grow and provide opportunities to the engineering industry. Government has also assigned priority to upgrade and modernize Indian Navy which will provide business opportunity for supply and services to Indian Naval Ships. Further, Infrastructure, Logistic and Port development is expected to increase our share in Marine Loading Arms business. The Capital Goods demand in Steel Sector is also under revival on account of measures initiated by the Government which will provide business opportunities.

b. Risk & Concerns:

The present scenario of the banking system which is over burdened with large Non Performing Assets (NPA) is restricting the investment by Public and Private Corporate Sectors. Due to severe competition margins are under pressure with large number of bidders in Engineering Industry. We are up-grading our skills, modernization and cost saving to the extent possible. Risk and concerns are being addressed on a continuous basis.

c. Internal Control System and Audit:

The Company believes in systematic working and placing appropriate internal control systems and checks. Proper checks and systems are in place and regular reviews are held by the Head of Department and Senior Management to check that the systems and controls are adhered. The reviews also prescribe changes wherever required. The efficiency of Internal Control Systems is ensured as a combined result of the following activities:

1. Operational performance is reviewed each month by the Senior Management.

2. Performance of each function is closely monitored by the Head of Department and Senior Management through daily/ weekly/monthly review meetings. Reviews of all independent functions are regularly undertaken. Cross functional activities are subjected to periodic review.

3. Various policies are introduced from time to time to ensure effective functioning of various departments, such as Business Development, Projects, Procurement, Commercial, Finance, HR, etc.

4. The Internal Auditors of the company conducts financial, operational and management audit of various functions and areas. Their reports are placed before the Audit Committee and appropriate actions as deemed fit are initiated based on the reports.

5. The Audit Committee also oversees financial systems, procedures and internal controls and competent to call for any information/ document from any department/function.

d. Human Resources and Industrial Relations: The Industrial Relations in the company’s units located at Murbad during the year under review was cordial. Human Resources Department (“HRD”) works continuously for maintaining healthy working relationship with the workers and other staff members. The underlying principle is that workers and staff at all levels are equally instrumental for attaining the Company’s goals. Training programmes are regularly conducted to update their skills and apprise them of latest techniques. Senior Management is easily accessible for counseling and redressal of grievances if any. The HR Department strives to maintain and promote harmony and co-ordination amongst workers, staff and members of the senior management.

e. Cautionary Statement:

The Management Discussion and Analysis describe Company’s projections, expectations or predictions and are forward looking statements within the meaning of applicable laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company’s operations include economic conditions affecting demand and supply and price conditions in domestic and international market, changes in Government regulations, tax regimes, economic developments and other related and incidental factors.

6. SUBSIDIARY & CONSOLIDATED FINANCIAL STATEMENTS:

The Company is not required to consolidate its financial statements for the year ended 31^st March, 2018 as the Company doesn’t have any subsidiary.

7. SHARE CAPITAL

During the financial year under review, there is no change in the capital structure of the Company and accordingly, the issued, subscribed and paid-up share capital of the company stand at Rs.89,86,98,382 as on 31^st March, 2018.

8. NATURE OF BUSINESS ACTIVITIES AND CHANGES THEREOF:

During the financial year 2017-2018 under review, there are no changes in the nature of business activities of the Company.

9. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY.

There have been no material changes and commitments affecting the financial position of the Company which has occurred between the end of the financial year of the Company to which the financial statements relate and date of this report.

10. PUBLIC DEPOSIT.

Your Company has neither invited nor accepted public deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL.

There was no change in the composition of the Board of Directors during the reporting period and there were no changes in Key Managerial Personnel of the Company.

a. Declaration by Independent Directors: All Independent Directors have given declarations under section 149 (7) that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

b. Familiarization Programme for Independent Directors: The Company has formulated a Programme for Familiarization of Independent Directors with regard to their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, the business model of the Company etc. The details of the Familiarization Programmes as conducted by the Company during the last fiscal are available on the website of the Company (www.lloydsengg. in). However during the year under review, there was no change in the nature of business of the company and its business vertical/structure/ operational strategy, etc. which would have necessitated a fresh Familiarization Programme for Independent Directors.

12. DISCLOSURE RELATED TO BOARD AND CORPORATE GOVERNANCE

a. Number of Meetings of the Board: The Board met 4 (Four) times during the financial year 201718 viz. 20^th April, 2017; 9^th August, 2017; 10^th November, 2017 and 6^th February, 2018. In respect of such meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. No circular resolutions were passed by the Company during the financial year under review.

b. Committees of the Board: The detailed information with regard to the composition of Board and its Committee(s) and their respective meetings etc. are stated in the Corporate Governance Report of the Company which forms part of this Annual Report.

c. Corporate Governance: The Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with. The report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report and marked as ‘Annexure - C’ and forms part of this report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is annexed hereto.

d. Performance Evaluation of the Board and it’s Committee(s): The Board has carried out an annual performance evaluation of its own performance and that of its Committees and individual directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

e. Meeting of the Independent Directors: During the year under review, the Independent Directors met on 6^th February, 2018, inter alia, to:

i) Review the performance of Non Independent Directors and the Board of Directors as a whole;

ii) Review the performance of the Managing Director of the Company taking into account the views of the Directors.

iii) Assess the quality, content and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present at this meeting. The observations made by the Independent Directors have been adopted and put into force.

13. DIRECTORS’ RESPONSIBILITY STATEMENT.

Pursuant to Section 134(5) of the Companies Act 2013, your Directors state that:

1. in the preparation of the annual accounts for the year ended 31^st March, 2018, the applicable accounting standards have been followed and there are no material departures from the same;

2. the Directors 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 as at 31^st March, 2018 and of the profit of the Company for the year ended on that date;

3. the Directors have 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;

4. t he Directors have prepared the annual accounts on a ‘going concern’ basis;

5. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and

6. t he Directors have devised proper systems and controls to ensure compliance with the provisions of all applicable laws and that such systems and controls are adequate and operating effectively.

14. VARIOUS POLICIES OF THE COMPANY.

I n accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013 the Company has formulated and implemented the following policies. All the Policies are available on Company’s website (www.lloydsengg.in) under the Policies sub-caption of the Investor Caption. The policies are reviewed periodically by the Board and updated based on need and requirements.

Name of the Policy	Brief Description
Whistle Blower or Vigil Mechanism Policy	The policy is meant for directors, employees and stakeholders of the Company to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct and ethics amongst others.
Policy for Related Party Transactions	The policy regulates all transactions taking place between the Company and its related parties in accordance with the applicable provisions.
Policy for preservation of documents	The policy deals with the retention of corporate records of the Company.
Policy for determination of materiality of events	This policy applies for determining and disclosing material events taking place in the Company.
Code of conduct for Director(s) and Senior Management Personnel	The Policy is aimed to formulate a Code of Conduct for the Directors and Senior Management Personnel to establish highest standard of their ethical, moral and legal conduct in the business affairs of the Company.
Nomination and Remuneration Policy	The policy formulates the criteria for determining qualifications / competencies / positive attributes and independence related to the appointment, removal and remuneration of a Director (Executive / Non-Executive) and also the criteria for determining the remuneration of the Directors, Key Managerial Personnel and other employees covered under the prescribed criteria, if any.
Code of Conduct for Prohibition of Insider Trading	The Policy provides framework for dealing with the securities of Company in mandated manner.

15. AUDITORS

The matters related to Auditors and their Reports are as under:

(A) Statutory Auditor: Pursuant to Section 139 of the Companies Act, 2013 and rules made thereunder, the Board of Directors on the recommendation of the Audit Committee appointed M/s. Todarwal & Todarwal LLP, Chartered Accountants (Firm Registration No. 111009W/W100231), as the Statutory Auditors of the Company for a period of five financial years from 01.04.2014 to 31.03.2019. Further, the shareholders have accorded their approval in the last AGM held on 30^th June 2017.

(B) Audit Report: During the financial 2017-18, no frauds have either occurred or noticed and/or reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (as amended from time to time).

The observations made by the Statutory Auditor in their Audit Report read with the relevant notes thereof as stated in the Notes to the Audited Financial Statements of the Company for the Financial Year ended 31^st March, 2018 are self explanatory and being devoid of any reservation(s), qualification(s) or adverse remark(s) etc and do not call for any further information(s)/ explanation(s) or comments from the Board under Section 134(3)(f) (i) of the Companies Act, 2013.

(C) Secretarial Auditor: Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, The Board has reappointed Mr. AKM & Associates, Practicing Company Secretary (Membership No.FCS 26145 and Certificate of Practice No10245) as the Secretarial Auditor of your Company to conduct Secretarial Audit for the Financial Year 2018-19.

(D) Secretarial Audit Report: Secretarial Audit Report as issued by the Secretarial Auditor, in Form No. MR-3 for the financial year 2017-18 is annexed herewith vide ‘Annexure-D’ and forms integral part of this Annual Report. The said Secretarial Audit Report being devoid of any reservation(s), adverse remark(s) and qualification(s) etc. do not call for any further explanation(s)/ information or comment(s) from the Board under Section 134(3) (f)(ii) of the Companies Act, 2013.

(E) Cost Auditor: In terms of provisions of Section 148 of the Companies Act, 2013 and in accordance with the notification issued by the Ministry Of Corporate Affairs, F.No.52/26/CAB-2010 dated 24.01.2012, M/s. Manisha and Associates, Cost Accountants, Nagpur were re-appointed as Cost Auditor of the Company for the financial year 2017-18 and they have offered themselves for re-appointment for the financial year 2018-19. The Company has filed Cost Audit Report for the financial year ended 31^s March, 2017 with the Central Government within the time limit prescribed under the Companies Act, 2013.

16. PERSONNEL/PARTICULARS OF EMPLOYEES

Pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the requisite details are annexed herewith vide ‘Annexure-E’ and are also available at the Registered Office of the Company for inspection during its business hours upto the date of AGM and any member interested in obtaining such information may directly write to the Company Secretary of Company and the same shall be provided on such request.

17. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGES EARNING AND OUTGO

The Information on conservation of energy, technology absorption, foreign exchange earnings and outgo, which is required to be given pursuant to the provisions of section 134(3)(m)of the Companies Act, 2013, read with Rule 8 of Companies (Account) Rules, 2014 is annexed hereto marked as ‘Annexure-A’ and forms part of this report.

18. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEE GIVEN AND SECURITIES PROVIDED

There are no investments made pursuant to Section 186 of the Companies Act, 2013. The Company has not given any guarantee or provided security during the year under review. The particulars of loans and advances given by the Company during the financial year 2017-18 are stated in Notes to the Audited Financial Statements of the Company as annexed to this Annual Report.

19. PARTICULARS OF CONTRACT(S) TRANSACTION(S)/ ARRANGEMENT(S) WITH RELATED PARTIES:

The Company has not entered into any Related Party Contract(s)/ Transaction(s)/ Arrangement(s) during the financial year 2017-18 pursuant to Section 188 (2) of the Companies Act 2013. Further, in accordance with Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, there were no materially significant related party contract(s)/ transaction(s)/arrangements entered by the Company which may have a potential conflict with the interest of the Company during the financial year. The Policy on dealing with Related Party Transactions has been placed on the Company’s website and can be accessed at www.lloydsengg.in.

20. LISTING OF SHARES

The Equity Shares of the Company are continued to be listed and actively traded on the Bombay Stock Exchange Limited (BSE) and National Stock Exchange Limited (NSE). The listing fees payable for the financial year 2018-2019 have been paid to both the Stock Exchanges (BSE & NSE) within the due dates.

21. DEMATERIALIZATION OF SHARES

As on 31^st March 2018, there were approximately 88,58,09,732 Equity Shares dematerialized through depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited, which represents about 98.56% of the total issued, subscribed and paid-up capital of the Company.

22. EXTRACT OF THE ANNUAL RETURN

The Extract of the Annual Return as on 31^st March, 2018 pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies(Management and Administration)Rules, 2014 (as amended) is furnished in the ‘Annexure- B’ attached to this report, which forms an integral part of this report.

23. SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE

Your Director’s state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

24. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

25. INVESTOR SERVICES

The Company and its Registrar M/s. Bigshare Services Private Limited who is looking after the Physical as well as Demat work and also shareholders correspondence in terms of SEBI directions for having a common Registrar and Share Transfer Agent, endeavored their best to service the Investors satisfactorily. Your Company has constituted a Committee comprising three Independent Directors of the Company to redress the investor grievances and the Committee met during the year to assess and note the complaints received and attended by the Company and RSTA.

26. GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/ activities pertaining to these matters during F.Y. 2017-18:

a) Details relating to deposits covered under Chapter V of the Companies Act, 2013.

b) Issue of equity shares with differential rights as to dividend, voting or otherwise.

c) Issue of shares (including sweat equity shares and ESOP) to employees of the Company under any scheme.

d) Instances with respect to voting rights not exercised directly by the employees of Company.

e) Neither the Managing Director nor the CFO of the Company receives any remuneration or commission from any other Company.

f) No significant or material orders were passed by the Regulators or Courts or Tribunals which can impact the going concern status and Company’s operations in future.

g) There was no revision of the financial statements of the Company during Financial Year 2017-18 except to the extent of applicability of Ind-AS.

h) No fraud has been reported by the Auditor in their Audit Report for F.Y. 2017-18, hence the disclosure u/s 134(3) (ca) is not applicable.

27. ENCLOSURES

a. Annexure-A: Report on Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo;

b. Annexure - B: Extract of Annual Return as of 31^st March, 2018 in the prescribed Form No. MGT-9.;

c. Annexure - C: Corporate Governance Report;

d. Annexure - D: Secretarial Auditors Report in Form No. MR-3;

e. Annexure - E: Details of personnel/particulars of employees.

28. ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation and gratitude for the assistance and generous support extended by all Government Authorities, Financial Institutions, Banks, Customers and Vendors during the year under review. Your Directors wish to express their immense appreciation for the devotion, commitment and contribution shown by the employees of the company while discharging their duties.

For and on behalf of the Board

Date : 04.05.2018 Ashok Tandon

Place: Mumbai Managing Director

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Mar 31, 2017

DIRECTORS’ REPORT

Dear Members,

The Directors are pleased to present the Company’s Twenty Third Annual Report and the Company’s audited financial statements for the financial year ended 31^st March, 2017.

1. FINANCIAL HIGHLIGHTS:

(Rs,in Lakhs)

Particulars	Current Year 2016-17	Previous Year 2015-16
Sales ( Net )	7614.83	11668.39
Other Income	574.20	825.82
Total Income :	8189.03	12494.21
Profit before Interest, Depreciation & Tax	273.63	647.22
Less : Finance Cost	31.10	436.19
Depreciation	112.98	147.40
Exceptional Items	-	-
Profit/(Loss) before tax	129.55	63.63
Add : Deferred Tax - Asset	95.89	-
Net Profit/ (Loss) after Tax	225.44	63.63

2. PERFORMANCE 2016-17:

During the year under review, the Company achieved a turnover of '' 7614.83 Lakhs as against Rs, 11668.39 Lakhs in the previous year. The decrease in the turnover is on account of industrial slowdown and low investment in Capital Projects during the current financial year. The operating EBIDTA for the year is Rs, 273.63 Lakhs as against Rs, 647.22 Lakhs in the previous year. The Company has posted a Profit of Rs, 129.55 Lakhs during the year as against Rs,63.63 Lakhs in the previous year after providing depreciation of Rs,112.98 Lakhs (Previous Year Rs, 147.40 Lakhs) and has posted a Net Profit of Rs, 225.44 Lakhs in the current year after considering deferred tax asset of Rs, 95.89 Lakhs.

3. TRANSFER TO RESERVE:

The Company do not propose to Transfer any amount to any reserve.

4. DIVIDEND:

In order to conserve the resources, the Board of Directors has not recommended any Dividend for the year ended 31^st March, 2017.

5. MANAGEMENT DISCUSSION AND ANALYSIS:

The core business of the Company is Design, engineering, manufacturing, fabrication, supply, erection and commissioning of all types of Mechanical, Hydraulic, Structural, Process Plants, Metallurgical, Chemical Plants Equipments including Marine Loading/Unloading arms, Truck/Wagon Loading/Unloading arms, Columns, Pressure Vessels, Dryers, Boilers, Power Plant, Steel Plant Equipments, Capital Equipments and execution of Turnkey and EPC projects.

The Company has collaboration agreements with L3 Calzoni s.r.l., Milano, Italy for Fin Stabilizers and Steering Gears with Controls for Indian Naval Ships and Indian Coast Guard Ships. The Company has arrangement with Technip FMC, France (earlier FMC Technologies SA) for Marine, Truck/Wagon Loading Arms and Piggable Systems. The Company has also entered into teaming agreement with SPIC Yuanda Environmental Protection Equipment Manufacturing Co Ltd. (Erstwhile Jiangsu Unispendor Jidida Environmental Science and Technology Co. Ltd.), China for implementation of Environmental Projects in India.

During the current financial year, the Company has executed orders/jobs by supplying critical equipments, items and spares, carried out erection, installation and commissioning work and provided technical services to various Public and Private Sector Companies and Government bodies/Agencies in diversified areas and fields broadly covering Refinery & Petroleum, Oil & Gas, Power, Steel Plant equipments, Ports and Naval shipyard amongst others and have executed few export orders.

The Company is approved for its engineering skills/works/ services by various premier consulting Companies and Inspection Agencies such as Engineers India Ltd.(EIL), MECON, LRIS, BVIS amongst various other agencies. The Company’s works has been approved by Industrial Boiler Regulatory Authority (IBR). The Company has further been approved for ISO 9001:2015 by SGS UK for Design, Manufacture and Supply of Equipment for Industrial Sector - Hydrocarbon, Nuclear Power, Space, Defense, Process plants, Loading/Unloading Arms, Steel Plant, Boiler and Boiler Equipment.

The Company continues to participate in the tenders of various public and private sector Companies, government organizations, Navy, Ports, and actively looking for obtaining orders/execution of works in India and abroad.

a. Engineering Industry and Business Overview:

The Indian Engineering Industry is expected to witness growth in a steady manner for a decade. This is due to the large reforms being undertaken by Government of India in various sectors under the drive of “MAKE IN INDIA” particularly, in the Hydro Carbon Sector and Infrastructure Sector which is bound to witness higher investment required for making compliance with environmental norms to produce diesel, petrol, oil and other fuels so as to follow the norms of BIS IV and VI. This programme will require investment in Refinery to the extent of around Rs, 80000 Crores over the next 2 - 3 years. Infrastructure, Logistic and Port Sectors is expected to grow due to higher volume and lesser restriction with introduction of GST.

Thermal Fuel Power Plant will require adhering to new environmental MOEF Norms requiring new system of FGD and better efficiency ESP. Our Company is working to secure technology partnership in these systems to widen our client base. Infrastructure, Logistic and Port development is expected to increase our share in Marine Loading Arms business.

b. Risk & Concerns:

The present scenario of the banking system which is over burdened with large Non Performing Assets (NPA) is restricting the investment by Public and Private Corporate Sectors. However, new avenues are being opened with the large Foreign Direct Investment (FDI) inflow which is expected to boost the development of engineering industry. Presently due to high competition and limited capital projects, margins are under pressure with large number of bidders in Engineering Industry. We are considering the skill up gradation, modernization and cost saving to the extent possible. Risk and concerns is being addressed on a continuous basis.

c. Internal Control System and Audit:

The Company believes in systematic working and placing of proper internal control systems and checks. Proper checks and systems are in place and regular reviews are held by the Head of Department and Senior Management to check that the systems and controls are adhered. The reviews also prescribe changes wherever required. Further, the efficiency of Internal Control Systems is ensured as a combined result of the following activities:

1. Operational performance is reviewed each month by the Senior Management.

2. Performance of each function is closely monitored by the Head of Department and Senior Management through daily/ weekly/monthly review meetings. Reviews of all independent functions are regularly undertaken. Cross functional activities are also subjected to periodic review.

3. Various policies are introduced from time to time to ensure effective functioning of various departments, such as Business development, Projects, Procurement, Commercial, Finance, HR, etc.

4. The Internal Auditors of the Company conducts financial, operational and management audit of various functions and areas. Their reports are placed before the Audit Committee and appropriate actions as deemed fit are initiated based on the reports.

5. The Audit Committee also oversees financial systems, procedures and internal controls and competent to call for any information/ document from any department/function.

d. Human Resources and Industrial Relations: The Industrial Relations in the Company’s units located at Murbad during the year under review was

cordial. Human Resources Department (“HRD”) works continuously for maintaining healthy working relationship with the workers and other staff members. The underlying principle is that workers and staff at all levels are equally instrumental for attaining the Company’s goals. Training programmes are regularly conducted to update their skills and apprise them of latest techniques. Senior Management is easily accessible for counseling and redressal of grievances if any. The HR Department strives to maintain and promote harmony and co-ordination amongst workers, staff and members of the senior management.

e. Cautionary Statement:

The Management Discussion and Analysis describe Company’s projections, expectations or predictions and are forward looking statements’ within the meaning of applicable laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company’s operations include economic conditions affecting demand and supply and price conditions in domestic and international market, changes in Government regulations, tax regimes, economic developments and other related and incidental factors.

6. SUBSIDIARY & CONSOLIDATED FINANCIAL STATEMENTS:

The Company is not required to consolidate its financial statements for the year ended 31^st March, 2017 as the Company does not have any subsidiary.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments affecting the financial position of the Company which has occurred between the end of the financial year of the Company to which the financial statements relate and date of this report.

8. CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there are no changes in the nature of business of the Company.

9. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors confirm that:

i. in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any.

ii. appropriate Accounting Policies have been selected and applied 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 as on 31^st March 2017 and of the Profit and Loss Account for the Financial Year 2016-17.

iii. proper and sufficient care has been taken in maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities.

iv. the Annual Accounts have been prepared on a going concern basis.

v. internal financial controls to be followed by the Company have been laid and the same are adequate and operating effectively and

vi. proper systems have been devised to ensure compliance with provisions of all applicable laws and that such systems are adequate and operating effectively.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Information on conservation of energy, technology absorption, foreign exchange earnings and out go, which is required to be given pursuant to the provisions of section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of Companies (Account) Rules, 2014 is annexed hereto marked as “Annexure - A” and forms part of this report.

11. INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operations were observed.

12. INVESTOR SERVICES:

The Company and its Registrar, M/s. Bigshare Services Private Limited, who is looking after the physical as well as Demat work and also shareholders correspondence in terms of SEBI direction for having a common Registrar and Share Transfer Agent, endeavored their best to service the Investors satisfactorily. Your Company has constituted a Committee comprising of 3 Independent Directors of the Company to redress the Investor grievances.

13. BOARD MEETINGS:

Five meetings of the Board of Directors were held during the year viz. on 6^th May, 2016, 19^th May, 2016, 10^th August, 2016, 10^th November, 2016 and 10^th February, 2017. In respect of such meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes book maintained for the purpose. No circular resolutions were passed by the Company during the financial year under review.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Ashok Satyanarayan Tandon (DIN: 00028301)

In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company,

Mr. Ashok Satyanarayan Tandon (DIN: 00028301) was appointed as Managing Director of the Company with effect from 20.01.2016 for a period of three years.

Mrs. Bela Sundar Rajan (DIN: 00548367):

Mrs. Bela Sundar Rajan (DIN: 00548367) was appointed as an Additional and Independent Woman Director of the Company with effect from 28.01.2016 duly approved by the shareholders in the Annual General Meeting held on 31^st August, 2016.

Mr. Vishal Agarwal (DIN: 00168370):

Mr. Vishal Agarwal (DIN: 00168370) was appointed as an Additional and Independent Director of the Company with effect from 28.01.2016 duly approved by the shareholders in the Annual General Meeting held on 31^st August, 2016.

Mr. Satyendra Narain Singh (DIN: 0398484):

Mr. Satyendra Narain Singh (DIN: 00398484) was appointed as an Additional and Independent Director of the Company with effect from 06.05.2016 duly approved by the shareholders in the Annual General Meeting held on 31^st August, 2016.

Mr. P.R. Ravi Ganesan:

Mr. P.R. Ravi Ganesan was appointed as Chief Financial Officer and Company Secretary of the Company with effect from 20.01.2016.

15. DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors have submitted the Declaration of Independence, as required pursuant to section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in sub-section 149(6) of the Companies Act, 2013.

16. PERFORMANCE EVALUATION OF DIRECTORS:

The Nomination and Remuneration Committee has laid down the criteria for performance evaluation of the individual Directors and the Board.

The framework of performance evaluation of the Independent Directors captures the following points:

A. Key attributes of the Independent Directors that justify his/her extension / continuation on the Board of the Company;

B. Participation of the Directors in the Board proceedings and his/her effectiveness; The evaluation was carried out by means of the replies given / observations made by all the Directors on the set of questions developed by them which brought out the key attributes of the Directors, quality of interactions amongst them and its effectiveness.

17. COMMITTEES AND POLICIES:

Audit Committee: The Audit Committee comprises of Mr. Vishal Agarwal, Chairman, Mr. S.N. Singh and Mrs. Bela Sundar Rajan as Members. Four meetings were held during the year viz. 19^th May 2016, 10^th August 2016, 10^th November 2016 and 10^th February, 2017.

All the recommendations made by the Audit Committee have been accepted and implemented by the Board of

Directors. More details on the committee are given in the Corporate Governance Report.

Nomination and Remuneration Committee: The

Nomination and Remuneration Committee comprises of Mr. S.N. Singh, Chairman, Mr. Vishal Agarwal, and Mrs. Bela Sundar Rajan as Members. No meetings were held during the year.

Stakeholders Relationship Committee: The

Stakeholders Relationship Committee is entrusted with the responsibility of redressing the shareholders’/ investors’ complaints with respect to transfer of shares, non-receipt of Annual Report, non-receipt of dividend etc. The committee comprises of Mrs. Bela Sundar Rajan as Chairman and Mr. Vishal Agarwal and Mr. S.N. Singh as the Members. No meetings were held during the year.

Remuneration Policy: The Remuneration policy provides guidelines to the Nomination & Remuneration Committee relating to the Appointment, Removal & Remuneration of Directors and KMP. It also provides criteria for determining qualifications, positive attributes and Independence of a Directors.

The Nomination and Remuneration policy as approved by the Board is uploaded on the Company’s website at the web link: http://www.lloydsengg.in/policies.html.

Whistle Blower Policy & Vigil Mechanism: The

Company has formulated Whistle Blower Policy & established Vigil Mechanism for the directors and employees of the Company to report, serious and genuine unethical behavior, actual or suspected fraud and violation of the Company’s code of conduct or ethics policy. It also provides adequate safeguards against victimization of persons, who use such mechanism and makes provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. None of the employees of the Company has been denied access to the Audit Committee.

Mr. P.R. Ravi Ganesan, CFO and Company Secretary and Compliance Officer of the Company has been designated as Vigilance and Ethics Officer for various matters related to Vigil Mechanism.

The Policy on Vigil Mechanism and Whistle Blower Policy as approved by the Board is uploaded on the Company’s website at the web link: http://www.lloydsengg.in/ policies.html.

18. OTHER POLICIES:

The Company has formulated other policies as required under various Rules and Regulations duly approved by the Board and the same have been uploaded on the Company’s website at the web link: http://www.lloydsengg.in/policies.html.

19. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEE GIVEN AND SECURITIES PROVIDED:

There are no Investments made pursuant to Section 186 of the Companies Act, 2013. The Company has not given any loan or guarantee or provided security during the year under review. The land and buildings and plant and machinery of the demerged Engineering Division works at A-6/3 and A-5/5, MIDC, Murbad of Uttam Value Steels Ltd. which has been transferred and vested with our Company have pari-passu charge created in favour of the lenders of Uttam Value Steels Limited before the demerger.

20. PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTY:

The Company has not entered into any transactions or arrangement with any related party during the financial year ended 31^st March, 2017 pursuant to section 188(2) of the Companies Act, 2013.

21. AUDITORS AND AUDITORS’ REPORT:

Statutory Auditor:

Pursuant to Section 139 of the Companies Act, 2013, rules made thereunder and subject to approval of the members of the Company at the Annual General Meeting, the Board of Directors on the recommendation of Audit Committee appointed M/s Todarwal & Todarwal, Chartered Accountants (Firm Registration No.111009W), as the Statutory Auditors of the Company for a period of Five financial years commencing from 1^st April, 2014 to 31^st March, 2019 subject to ratification of the members in each of the Annual General Meeting to be held in the Five Financial years.

The Board based on the recommendation of the Audit Committee, recommends the ratification of the appointment of M/s Todarwal & Todarwal, Chartered Accountants (Firm Registration No.111009W) as the statutory auditors. The members are thus requested to ratify the appointment of aforesaid Statutory Auditors for the financial year 2017-2018 at the ensuing Annual General Meeting.

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

Cost Auditor:

In terms of provisions of Section 148 of the Companies Act, 2013 and in accordance with notification issued by the Ministry Of Corporate Affairs, F.No.52 /26/ CAB - 2010 dated 24^th January, 2012, M/s Manisha & Associates, Cost Accountants, Nagpur, were appointed as Cost Auditor of the Company for the financial year 2016-17 by the Board as recommended by the Audit Committee and they have offered themselves for re-appointment for the financial year 2017-18. The Company has filed Cost Audit Report for the financial year ended 31^st March

2016 with the Central Government within the time limit prescribed under the Companies Act, 2013.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors based on the recommendations of Audit Committee have appointed M/s AKM & Associates, a firm of Company Secretaries in Practice based in Mumbai to undertake the Secretarial Audit of the Company for the financial year ended 31 ^st March, 2017 and further the Secretarial Auditor has offered themselves for reappointment for the financial year 2017-18. The Secretarial Audit Report for the financial year 2016-17 does not contain any qualification, reservation or adverse remark. The Secretarial Audit Report is annexed hereto as “Annexure-B” and forms part of this Report.

22. EXTRACT OF THE ANNUAL RETURN:

The Extract of the Annual Return for the Financial Year 2016-17 is enclosed with this report pursuant to section 92 (3) of the Companies Act, 2013 as “Annexure-C” and forms part of this report.

23. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The information required under Section 197(12) read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given hereunder in respect to the Remuneration to Mr. Ashok Tandon, Managing Director:

Sl. No.	Particulars of Remuneration	Amount('')
1.	Gross Salary
	(a) Salary as per provisions contained in Section 17(1) of the Income Tax Act,1961	52,11,276
	(b) Value of Perquisites u/s 17(2) of the Income Tax Act,1961	31,63,368
	(c) Profits in lieu of Salary u/s 7(3) of the Income Tax Act 1961
2.	Commission	-
3.	Contribution to Provident Fund	6,25,356
4.	Performance Bonus	-
	Total	90,00,000
	Ceiling as per the Companies Act, 2013 (other than contribution to Provident Fund)	84,00,000

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed hereto marked as “Annexure-D” and forms part of this report.

24. CORPORATE GOVERNANCE:

The Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with. The report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is annexed hereto marked as “Annexure-E” and forms part of this report.

25. GENERAL DISCLOSURE:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a. Details relating to deposits covered under Chapter V of the Act.

b. Issue of equity shares with differential rights as to dividend, voting or otherwise.

c. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save or ESOS.

d. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

26. GREEN INITIATIVES:

Electronic copies of the Annual Report and Notice of the Annual General Meeting are sent to all members whose email addresses are registered with the Company/ Depository participant(s). For members who have not registered their email addresses, physical copies of the Annual Report and the Notice of the Annual General Meeting under Section 101 of the Companies Act, 2013 are sent in the permitted mode. Members requiring physical copies can send a request to the Company. Your Company provides e-voting facility to all its members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to the Section 108 of the Companies Act 2013 and Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015.

27. ACKNOWLEDGEMENT:

Your Directors place on record their sincere appreciation and gratitude for the assistance and generous support extended by all Government authorities, Financial Institutions, Banks, Customers and Vendors during the year under review. Your Directors wish to express their immense appreciation for the devotion, commitment and contribution shown by the employees of the Company while discharging their duties.

For and on behalf of the Board

Date : 20^th April, 2017 Ashok Tandon

Place: Mumbai Managing Director

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Mar 31, 2016

Dear Members,

The Directors are pleased to present the Company’s Twenty Second Annual Report and the Company’s audited financial statements for the financial year ended 31^st March, 2016.

FINANCIAL HIGHLIGHTS:

(Rs, in Lakhs)

Particulars	Current Year 2015-16	Previous Year 2014-15
Sales (Net)	11,668.39	51,045.96
Other Income	825.82	895.92
Total Income :	12,494.21	51,941.88
Profit before Interest, Depreciation & Tax	647.22	2,664.42
Less : Finance Cost	436.19	2,251.34
Depreciation	147.40	147.70
Exceptional Items	-	-
Profit/(Loss) before tax	63.63	265.37
Less : Tax Provision	-	-
Net Profit/ (Loss) after Tax	63.63	265.37

TRANSFER AND VESTING OF ENGINEERING DIVISION OF UTTAM VALUE STEELS LTD. (UVSL) WITH OUR COMPANY - CONSOLIDATED FINANCIALS:

Pursuant to the Scheme of Arrangement between Uttam Value Steels Limited (UVSL) and our Company duly approved by the High Court of Judicature at Bombay vide its order dated 30^th October, 2015 and 30^th November, 2015, the Engineering Division of UVSL was demerged from UVSL and transferred/ vested with our Company from the appointed date of 1^st April ,2014. The authenticated copy of the court order was filed with the Registrar of Companies on 15^th January, 2016 which is the effective date of the demerger. The financial statements of the company are thus consolidated statements including the demerged transferred Engineering Division of UVSL.

CANCELLATION OF THE EQUITY SHARES OF THE COMPANY AND ISSUANCE OF NEW EQUITY SHARES TO THE SHAREHOLDERS OF UVSL:

Your company, as per the approved Scheme of Arrangement has cancelled the 5,00,000/- Equity Shares of Rs,1/- each fully paid up amounting to Rs, 5,00,000/- on 31^st March, 2016 and allotted 89,86,98,382 equity shares of Rs,. 1/- each fully paid up for a value of Rs, 89,86,98,382/- to the equity share holders of UVSL whose names were appearing in the register of members of UVSL on the record date (29^th March, 2016) in the ratio of 68 equity shares of Rs,. 1/- each fully paid up of our Company for every 100 equity shares of Rs, 10/- each fully paid up held by the equity shareholders of UVSL.

LISTING OF THE ALLOTTED EQUITY SHARES IN THE BSE ANDNSE:

Your company as per the approved scheme of arrangement has made an application with requisite documents on 16^th April, 2016 to the Bombay Stock Exchange (‘BSE’) and National Stock Exchange (‘NSE’) for listing of the 89,86,98,382 Equity shares of Rs,.1/- each fully paid up and awaiting the trading permission.

PERFORMANCE 2015-16:

During the year under review, the Company achieved a turnover of Rs, 11668.39 Lakhs as against Rs, 51045.96 Lakhs in the previous year. The decrease in the turnover is on account of substantial reduction in the trading sales during the current financial year. The operating EBIDTA for the year is Rs, 647.22 Lakhs as against Rs, 2664.42 Lakhs in the previous year. The Company has posted a Net Profit of Rs, 63.63 Lakhs during the year as against Rs, 265.37 Lakhs in the previous year after providing depreciation of Rs, 147.40 Lakhs (Previous Year Rs, 147.70 Lakhs).

DIVIDEND:

In order to conserve the resources, the Board of Directors has not recommended any Dividend for the year ended 31^st March 2016.

MANAGEMENT DISCUSSION AND ANALYSIS:

The core business of the Company is Design, engineering, manufacturing, fabrication, supply, erection and commissioning of all types of Mechanical, Hydraulic, Structural, Process Plants, Metallurgical, Chemical Plants Equipments including Marine Loading/Unloading arms, Truck/Wagon Loading/ Unloading arms, Columns, Pressure Vessels, Dryers, Boilers, Power Plant, Steel Plant Equipments, Capital Equipments and execution of Turnkey and EPC projects.

The Company has collaboration agreements with FMC Technologies SA, France for Marine, Truck/Wagon Loading Arms and Piggable Systems and L3 Calzoni s.r.l., Milano, Italy for Fin Stabilizers and Steering Gears with Controls for Indian Naval Ships and Indian Coast Guard Ships.

During the current financial year, the Company has executed orders/jobs by supplying critical equipment, items and spares, carried out erection, installation and commissioning work and provided technical services to various Public and Private Sector companies and Government bodies/Agencies in diversified areas and fields broadly covering Refinery & Petroleum, Oil & Gas, Power, Steel Plants, Ports and Naval shipyard amongst others.

The Company is approved for its engineering skills/works/ services by various premier consulting companies and Inspection Agencies such as Engineers India Ltd.(EIL), MECON, LRIS, BVIS amongst various other agencies. The Company’s works has been approved by Industrial Boiler Regulatory Authority (IBR). The company has further been approved for ISO 9001:2008 by SGS UK.

The Company continues to participate in the tenders of various public and private sector companies, government organizations, Navy, Ports, and actively looking for obtaining export orders/execution of works in foreign soil.

(a) Engineering Industry and Business Overview

The Engineering Sector is amongst the largest in the overall Industrial Sectors in India with a broad classification into Heavy Engineering and Light Engineering. The competencies required are high in view of high value added products and usage of high end technology. Though the Global Economic conditions continued to remain sub optimal during the last financial year, Indian Engineering Sector has withstood the scenario due to investments in infrastructure industries and expects to grow in view of “Make in India” movement of the Government of India.

The growth of Engineering Sector is dependent on the growth in the user industries, setting up of new projects, government thrust on the power and construction industries and outsourcing requirements of global companies. World class infrastructure is of utmost importance for unleashing high and sustained growth. It is expected that over long term, the demand will remain strong and future of the industry is promising.

(b) Opportunities and Threats

The Indian Engineering sector has witnessed a reasonable growth over the last few years driven in increased investments in infrastructure. The engineering sector being closely associated with the manufacturing and infrastructure sectors is of strategic importance to India’s economy. India on its quest to become global super power has made significant strides towards the development of engineering sector. The Government of India has appointed the Engineering Export Promotion Council (EEPC) as the apex body in charge of promotion of engineering goods, products and services from India.

- Opportunities

- Increased Investment by Government on Infrastructure

- Likely flow of Foreign Investment under ‘Make in India’ concept.

- 100% FDI being enjoyed by the Engineering Sector in India.

- Strong growth expected in engineering and infrastructure projects.

- Threats

- Global Economic slowdown.

- Rising manpower and material costs.

- Approvals and procedural difficulties.

- Higher duties and taxes

- Lack of adequate sources of Finance.

(c) Risk & Concerns:

The Company is exposed to the normal industry risk factors and manages these risks by prudent business and risk management practices. The Company is continuously monitoring the changes in the economic scenario, supply management practice, technological obsolescence, input prices and cut throat competition from competitors which are an inherent business risks. The Company undertakes continuous development, training and modernization programme to keep its business efficient. The Company further is taking proper actions against the possible industry risks which may affect the business activities of the Company.

(d) Internal Control System and Audit:

The Company believes in systematic working and placing of proper internal control systems and checks.

Proper checks and systems are in place and regular reviews are held by the Head of Department and Senior Management to check that the systems and controls are adhered. The reviews also prescribe changes wherever required. Further, the efficiency of Internal Control Systems is ensured as a combined result of the following activities:

1. Operational performance is reviewed each month by the Senior Management.

2. Performance of each function is closely monitored by the Head of Department and Senior Management through daily/weekly/monthly review meetings. Reviews of all independent functions are regularly undertaken. Cross functional activities are also subjected to periodic review.

3. Various policies are introduced from time to time to ensure effective functioning of various departments, such as Business development, Projects, Procurement, Commercial, Finance, HR, etc.

4. The Internal Auditors of the company conducts financial, operational and management audit of various functions and areas. Their reports are placed before the Audit Committee and appropriate actions as deemed fit are initiated based on the reports.

5. The Audit Committee also oversees financial systems, procedures and internal controls and competent to call for any information/document from any department/function.

e) Human Resources and Industrial Relations:

The Industrial Relations in the company’s units located at Murbad during the year under review was cordial. Human Resources Department (“HRD”) works continuously for maintaining healthy working relationship with the workers and other staff members. The underlying principle is that workers and staff at all levels are equally instrumental for attaining the Company’s goals. Training programmes are regularly conducted to update their skills and apprise them of latest techniques. Senior Management is easily accessible for counseling and redressal of grievances, if any. The HR Department strives to maintain and promote harmony and co-ordination amongst workers, staff and members of the senior management.

f) Cautionary Statement:

The Management Discussion and Analysis describes Company’s projections, expectations or predictions and are forward looking statements’ within the meaning of applicable laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company’s operations include economic conditions affecting demand and supply and price conditions in domestic and international market, changes in Government regulations, tax regimes, economic developments and other related and incidental factors.

SUBSIDIARY & CONSOLIDATED FINANCIAL STATEMENTS:

The Company is not required to consolidate its financial statements for the year ended 31^st March, 2016 as the company does not have any subsidiary.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments affecting the financial position of the company which has occurred between the end of the financial year of the company to which the financial statements relate and date of this report.

CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there are no changes in the nature of business of the company.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors confirm that:

i. in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any.

ii. appropriate Accounting Policies have been selected and applied 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 as on 31^st March 2016 and of the Profit and Loss Account for the Financial Year 2015-16.

iii. proper and sufficient care has been taken in maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities.

iv. the Annual Accounts have been prepared on a going concern basis.

v. internal financial controls to be followed by the company have been laid and the same are adequate and operating effectively and

vi. proper systems have been devised to ensure compliance with provisions of all applicable laws and that such systems are adequate and operating effectively.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Information on conservation of energy, technology absorption, foreign exchange earnings and out go, which is required to be given pursuant to the provisions of section 134(3)(m)of the Companies Act, 2013, read with Rule 8 of Companies (Account) Rules, 2014 is annexed hereto marked as Annexure ‘A’ and forms part of this report.

INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

INVESTOR SERVICES:

The Company and its Registrar M/s. Bigshare Services Private Limited who is looking after the physical as well as Demat work and also shareholders correspondence in terms of SEBI direction for having a common Registrar and Share Transfer Agent, endeavored their best to service the Investors satisfactorily. Your Company has constituted a Committee comprising of 3 Independent Directors of the Company to redress the Investor grievances.

BOARD MEETINGS:

Eight meetings of the Board of Directors were held during the year viz. on 20^th May, 2015, 7^th September, 2015, 20^th October, 2015, 09^th November, 2015, 14^th December, 2015, 20^th January, 2016, 28^th January, 2016 and 31^st March, 2016. In respect of such meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes book maintained for the purpose. No circular resolutions were passed by the Company during the financial year under review. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Ashok Tandon (DIN: 00028301)

In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company, Mr. Ashok Tandon (DIN: 00028301) was appointed as Managing Director of the Company with effect from 20^th January, 2016 for a period of three years.

Mrs. Bela Sundar Rajan (DIN: 00548367):

Mrs. Bela Sundar Rajan (DIN: 00548367) was appointed as an Additional and Independent Woman Director of the Company with effect from 28^th January, 2016 pending approval during the ensuing Annual General Meeting to be held on 31^st August, 2016.

Mr. Vishal Agarwal (DIN: 00168370):

Mr. Vishal Agarwal (DIN: 00168370) was appointed as an Additional and Independent Director of the Company with effect from 28^th January, 2016 pending approval during the ensuing Annual General Meeting to be held on 31^st August, 2016.

Mr. Durga Prasanna Misra (DIN: 02362364):

Mr. Durga Prasanna Misra (DIN: 02362364) was appointed as an Additional and Independent Director of the Company with effect from 28^th January, 2016. However, he had resigned from the position with effect from 28^th April, 2016. The Board has accepted the resignation and place on record its appreciation for the services rendered by Mr. Durga Prasanna Misra during his tenure on the Board as an Additional and Independent Director.

Mr. S. N. Singh (DIN: 0398484):

Mr. S. N. Singh (DIN: 00398484) was appointed as an Additional and Independent Director of the Company with effect from 6^th May, 2016 pending approval during the ensuing Annual General Meeting to be held on 31^st August, 2016.

Mr. P. R. Ravi Ganesan:

Mr. P. R. Ravi Ganesan was appointed as Chief Financial Officer and Company Secretary of the Company with effect from 20^th January, 2016.

DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors have submitted the Declaration of Independence, as required pursuant to section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in section 149(6) of the Companies Act, 2013.

COMMITTEES AND POLICIES:

Audit Committee

The Audit Committee was constituted at the Board Meeting held on 28^th January, 2016 and reconstituted at the Board Meeting held on 6^th May, 2016. The Committee comprises of Mr. Vishal Agarwal, Chairman, Mr. S. N. Singh and Mrs. Bela Sundar Rajan as Members.

All the recommendations made by the Audit Committee have been accepted and implemented by the Board of Directors. More details on the committee are given in the Corporate Governance Report.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee was constituted at the Board Meeting held on 28^th January, 2016 and reconstituted at the Board Meeting held on 6^th May, 2016. The Committee comprises of Mr. S. N. Singh, Chairman, Mr. Vishal Agarwal, and Mrs. Bela Sundar Rajan as Members.

All the recommendations made by the Nomination and Remuneration Committee have been accepted and implemented by the Board of Directors. More details on the committee are given in the Corporate Governance Report.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee is entrusted with the responsibility of redressing the shareholders’/ investors’ complaints with respect to transfer of shares, non-receipt of Annual Report, non-receipt of dividend etc. The Committee was constituted at the Board Meeting held on 28^th January, 2016 and reconstituted at the Board Meeting held on 6^th May, 2016. The committee comprises of Mrs. Bela Sundar Rajan as Chairman and Mr. Vishal Agarwal and Mr. S. N. Singh as the Members.

Remuneration Policy

The Remuneration policy provides guidelines to the Nomination & Remuneration Committee relating to the Appointment, Removal & Remuneration of Directors and KMP. It also provides criteria for determining qualifications, positive attributes and independence of a director.

The Nomination and Remuneration policy as approved by the Board is uploaded on the company’s website at the web link: http://www.lloydsengg.in/policies.html.

Whistle Blower Policy & Vigil Mechanism

The Company has formulated Whistle Blower Policy & established Vigil Mechanism for the directors and employees of the Company to report, serious and genuine unethical behavior, actual or suspected fraud and violation of the Company’s code of conduct or ethics policy. It also provides adequate safeguards against victimization of persons, who use such mechanism and makes provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. None of the employees of the Company has been denied access to the Audit Committee.

Mr. P.R. Ravi Ganesan, CFO and Company Secretary of the Company, has been designated as Vigilance and Ethics Officer for various matters related to Vigil Mechanism.

The Policy on Vigil Mechanism and Whistle Blower Policy as approved by the Board is uploaded on the company’s website at the web link: http://www.lloydsengg.in/policies.html.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The Company does not have any employee, whose particulars are required to be given pursuant to the provisions of section 197 of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEE GIVEN AND SECURITIES PROVIDED

There are no Investments made pursuant to Section 186 of the Companies Act, 2013. The Company has not given any loan or guarantee or provided security during the year under review. The land and buildings and plant and machinery of the demerged Engineering Division works at A-6/3 and A-5/5, MIDC, Murbad of Uttam Value Steels Ltd. which has been transferred and vested with our company have pari-passu charge created in favour of the lenders of Uttam Value Steels Limited before the demerger and transfer for which the Board will initiate appropriate steps for vacating the charges.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTY

The Company has not entered into any transactions or contracts or arrangements with any related party during the financial year ended 31^st March, 2016 pursuant to section 188 of the Companies Act, 2013.

AUDITORS’ REPORT:

Statutory Auditor

Pursuant to Section 139 of the Companies Act, 2013, rules made there under and subject to approval of the members of the company at the Annual General Meeting, the Board of Directors appointed M/s Todarwal & Todarwal, Chartered Accountants (Firm Registration No.111009W), as the Statutory Auditors of the company for a period of Five financial years commencing from 1^st April, 2014 to 31^st March, 2019 subject to ratification of the members in each of the Annual General Meeting to be held in the Five Financial years.

The Board based on the recommendation of the Audit Committee, recommends the ratification of the appointment of M/s Todarwal & Todarwal, Chartered Accountants (Firm Registration No.111009W) as the statutory auditors. The members are thus requested to ratify the appointment of aforesaid statutory Auditors for the next financial year 2016 2017 at the ensuing Annual General Meeting.

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

Cost Auditor

In terms of provisions of Section 148 of the Companies Act, 2013 and in accordance with notification issued by the Ministry Of Corporate Affairs, F.No.521261 CAB - 2010 dated 2^nd May, 2011, M/s Manisha & Associates, Cost Accountants, Nagpur, were appointed as Cost Auditor of the Company for the financial year 2015-16 by the Board as recommended by the Audit Committee and they have offered themselves for re-appointment for the financial year 2016-17. The members are thus requested to ratify the appointment of aforesaid Cost Auditors for the financial year 2015-16 and further approve reappointment of them for the next financial year 2016-2017 at the ensuing Annual General Meeting.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors based on the recommendations of Audit Committee have appointed M/s AKM & Associates, a firm of Company Secretaries in Practice based in Mumbai to undertake the Secretarial Audit of the Company for the financial year ended 31st March, 2016 and further the Secretarial Auditor has offered themselves for reappointment for the financial year 2016-17. The Secretarial Audit Report for the financial year 2015-16 does not contain any qualification, reservation or adverse remark. The Secretarial Audit Report is annexed hereto marked as Annexure ‘B’ and forms part of this Report. EXTRACT OF THE ANNUAL RETURN:

The Extract of the Annual Return for the Financial Year 2015-16 is enclosed with this report pursuant to section 92 (3) of the Companies Act, 2013 as a Annexure ‘C’ and forms part of this report.

CORPORATE GOVERNANCE:

The Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with. The report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is annexed hereto marked as Annexure ‘D’ and forms part of this report.

GENERAL DISCLOSURE:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a. Details relating to deposits covered under Chapter V of the Act.

b. Issue of equity shares with differential rights as to dividend, voting or otherwise.

c. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save or ESOS.

d. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

GREEN INITIATIVES:

Electronic copies of the Annual Report 2015-16 and Notice of the 22^nd Annual General Meeting are sent to all members whose email addresses are registered with the Company/ Depository participant(s). For members who have not registered their email addresses, physical copies of the Annual Report 2015-16 and the Notice of the 22^nd Annual General Meeting under Section 101 of the Companies Act, 2013 are sent in the permitted mode. Members requiring physical copies can send a request to the Company.

Your Company provides e-voting facility to all its members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to the Section 108 of the Companies Act 2013 and Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015.

ACKNOWLEDGEMENT:

Your Directors place on record their sincere appreciation and gratitude for the assistance and generous support extended by all Government authorities, Financial Institutions, Banks, Customers and Vendors during the year under review. Your Directors wish to express their immense appreciation for the devotion, commitment and contribution shown by the employees of the company while discharging their duties.

For and on behalf of the Board

Date : 19^th May, 2016 AshokTandon

Place: Mumbai Managing Director