Lloyds Engineering Works Ltd

AGM Details

• AGM held on 21 August 2026 at 11:30 a.m. via VC/OAVM.
• Remote e-voting from 17-20 August 2026; voting during AGM for non-voters.
• Meeting concluded at 11:50 a.m.; 15-minute post-voting window opened.

Key Resolutions

• Ordinary: adopt audited financial statements for year ended 31 March 2026.
• Ordinary: declare final dividend on equity shares (25% fully paid, 12.5% partly paid).
• Ordinary: re-appoint director retiring by rotation.
• Ordinary: ratify remuneration of Cost Auditors for the year ending 31 March 2027.
• Special: approve payment of technical consultancy charges to Non-Executive Directors.
• Ordinary: approve material related party transaction limits with LMEL.
• Ordinary: approve material related party transactions with Lloyds Enterprises Limited.
• Special: increase threshold of loans/guarantees and investments under Section 186.
• Special: increase borrowing limits under Section 180(1)(c).

Voting Results

• All resolutions passed with requisite majority at the AGM.

Dividend

• Final dividend declared on equity shares; rates as above (25% fully paid, 12.5% partly paid).

Director Changes

• Re-appointment of director retiring by rotation.

Auditors

• Remuneration of Cost Auditors ratified for the year ending 31 March 2027.

Material Related Party Transactions

• Approval of material RPT with LMEL; limits approved.
• Approval of material RPT with Lloyds Enterprises Limited.

Other Material Approvals

• Increase in thresholds for loans/guarantees and investments under Section 186.
• Increase in borrowing limits under Section 180(1)(c).

AGM Details

• AGM held on 21 August 2026 at 11:30 IST via VC/OAVM.
• Meeting concluded at 11:50 am; e-voting window of 15 minutes.

Resolutions put to vote

• Adopt Audited Financial Statements and reports; Ordinary.
• Declare final dividend: 25% fully paid, 12.5% on partly paid shares; Ordinary.
• Re-appoint director retiring by rotation; Ordinary.
• Ratify remuneration of Cost Auditors for FY2027; Ordinary.
• Approve payments to non-executive directors per SEBI LODR; Special.
• Approve material RPT with LMEL; Ordinary.
• Approve material RPT with Lloyds Enterprises Limited; Ordinary.
• Increase threshold for loans, guarantees, securities, investments under section 186; Special.
• Increase borrowing limits under section 180(1)(c); Special.

Voting and results

• Results to be declared on company and NSDL websites.

Encumbrance Creation Details

• Creation of encumbrance (pledge) over LEWL shares by Lloyds Enterprises Limited.
• Pre-existing encumbrance: 6,60,00,000 shares (4.46%).
• New encumbrance created: 6,00,00,000 shares (4.05%).
• Total encumbered shares after creation: 12,60,00,000 shares (8.51%).
• Promoter holding in LEWL: 32.65%, with 4.46% already encumbered.
• Promoter: Lloyds Enterprises Limited.
• Encumbrance in favor of: Tata Capital Limited.
• Facility size: Rs 219 crore.
• Target issuer: Lloyds Engineering Works Limited.
• Reason: to avail financial assistance.
• Date of encumbrance creation: 13 August 2026.
• Reporting date: 20 August 2026.
• Post-encumbrance promoter encumbrance: 8.51%.
• No change in promoter ownership or control indicated.

Acquisition overview

• Acquisition completed; SISCOL becomes subsidiary with 51.13% stake as of 17 Aug 2026.
• Total consideration for SISCOL: INR 626.39 crore, funded via cash and share swap.
• Acquirers: Lloyds Engineering Works Limited, Lloyds Enterprises Limited, and Streamland Estate LLP.
• Aggregate stake acquired equals 86.89% of SISCOL.

Structure and consideration details

• Cash consideration for the 10.39% stake: Rs 127.34 crore.
• Share swap issued 7,00,42,458 equity shares at Rs 71.25.
• Share swap value totals Rs 499.05 crore to sellers.
• Lloyds Enterprises Ltd and Streamland Estate LLP cash: Rs 219.0 crore each.

Target profile and operational scale

• FY2025-26 turnover for SISCOL: Rs 816.87 crore; net profit Rs 43.42 crore.
• Capacity: 100,000 MT per annum; six facilities; Hyderabad plant.

Key details

• Purpose: acquisition of SISCOL via share swap and cash component.
• Total equity shares: 7,07,42,458.
• Non-cash portion: 7,00,42,458 shares for SISCOL swap.
• Cash portion: 7,00,000 shares to Prime Securities Limited.
• Issue price: INR 71.25 per share.
• Swap consideration value: INR 499,05,25,132.50.
• Cash consideration value: INR 4,98,75,000.
• Allottees: 26 non-promoter for non-cash; 1 cash investor.
• Post-issue paid-up capital: INR 154,95,26,857.50; shares: 155,10,38,912.
• Approvals: EGM approved July 15, 2026; BSE/NSE in-principle approvals dated Aug 7, 2026.
• SISCOL swap: 1,66,35,087 SISCOL shares acquired.
• Total investors: 27 (26 non-cash, 1 cash).
• Ravikant Uppal – post 1.02%.
• Rajagopal Kannabiran – post 0.10%.
• Niladri Sarkar – post 0.06%.
• Ranjan Sharma – post 0.47%.
• Poonam Sharma – post 0.36%.
• Surin Holdings LLP – post 0.80%.
• Krishna Fabrications Private Limited – post 0.06%.
• Zarksis Jahangir Parabia – post 0.16%.
• Nekzad J Parabia – post 0.16%.
• MK Ventures – post 0.47%.
• UAP Advisors LLP – post 0.05%.
• Meridian Investment – post 0.36%.
• Sushma Anand Jain – post 0.12%.
• Aroon Raman – post 0.03%.
• Prime Securities Limited – post 0.07%.

Agreement with Alpar Ingegneria

• Date of agreement: August 17, 2026.
• Parties: Lloyds Advance Defence Systems Limited (LADS) and Alpar Ingegneria S.R.L. (Italy).
• Purpose: design, develop, and manufacture product prototypes; transfer technology; licensed manufacturing in India.
• Relationship: No related party relationship; not a related party transaction.
• Equity terms: no share issuance details disclosed.
• Impact: potential expansion of design and manufacturing capabilities in India.
• Status: Agreement executed; terms of termination or amendments not disclosed.
• Significance: aligns with LADS' development of advanced systems.

Encumbrance over LEWL shares

• Target Company: Lloyds Engineering Works Limited (LEWL).
• Disclosing Party: Thriveni Earthmovers Private Limited; not promoter group.
• Transaction Type: Creation of encumbrance (pledge) over shares; no sale.
• Pre-Transaction Holding: voting rights 13,39,60,181 (9.05%), no encumbrances.
• Encumbrance: 6,00,00,000 shares pledged; 4.05% of total capital; diluted 4.01%.
• Post-Transaction Holding: voting rights 13,39,60,181 (9.05%); encumbrance 6,00,00,000 (4.05%).
• Date of encumbrance: 13 August 2026.
• Capital before encumbrance: Rs 1,48,02,96,454; after: Rs 1,48,02,96,454; diluted Rs 1,49,56,90,869.
• Equity share capital before encumbrance: Rs 1,48,02,96,454.
• Equity share capital after encumbrance: Rs 1,48,02,96,454; diluted Rs 1,49,56,90,869.

Parties and purpose of loan agreement

• Parties: Lloyds Engineering Works Limited and Tata Capital Limited; target: Steel Infra Solutions Company Limited.
• Purpose: To avail secured financial assistance for cash acquisition of SISCOL's equity shares.
• Loan size and security: Rs 200 crore secured loan; security by pledge of SISCOL equity shares.
• Date of execution: 13 August 2026; outstanding loan amount: Nil.
• Shareholding in the borrower: Nil.
• Related party status: Not a related party transaction; promoter group relation: None.
• Impact: Enables acquisition financing for SISCOL; security over SISCOL shares; potential asset-backed risk.
• Regulatory disclosures: Filing under Listing Regulations; no conflicts disclosed.
• Term/Amendment: Not applicable.

Rights issue object variation and fund utilisation

• Board approved variation in the rights issue objects, subject to member postal ballot and regulatory approvals.
• As of 30 June 2026, total utilisation is Rs 660.52 crore; unutilised Rs 326.73 crore.
• A1 Lloyds: funding capex for shed roof replacement; utilised 30.47 crore; un utilised 8.59 crore.
• A2 Bhilai assets: acquisition funds utilised 3.75 crore; balance 130.25 crore; revised 71.25 crore.
• Lloyds working capital: utilised 336.53 crore; balance Nil; revised to utilise 86.59 crore later.
• A4 Techno second tranche: investment in equity; utilised 25 crore; unutilised Nil.
• Proceeds: gross rights issue of 987.25 crore; utilised 660.52 crore; unutilised 326.73 crore.
• Techno funding consolidation (B1–B4): leasehold 20 crore; machineries 21.20 crore; working capital 33.40 crore; expenses 14.75 crore.