Lloyds Engineering Works Ltd

Event details

• Promoter Lloyds Enterprises released pledge on 1,80,00,000 shares (before encumbrance 12,72,00,000) to Tata Capital on 08 Oct 2026.

Encumbrance details

• Target: Lloyds Engineering Works Limited; promoter Lloyds Enterprises Limited created pledge on 07 Oct 2026.
• Shares encumbered: 1,10,00,000 (0.71% of total). pledged to Aditya Birla Capital Limited.
• Facility: ₹40 crore acceding lender portion under ₹219 crore total loan with Tata Capital Limited.
• Post-creation encumbrance: 12,72,00,000 shares (8.20%); pre-encumbrance 11,62,00,000 (7.49%).

Dematerialisation status

• Dematerialisation requests up to 30 September 2026 were processed and confirmed to depositories.
• The dematerialised securities have been listed on the stock exchanges where the earlier issues are listed.
• Physical certificates for dematerialisation were mutilated and cancelled; the depository's name was substituted as owner within 15 days.

Resolutions and outcomes

• Purpose: obtain approvals on four resolutions covering RPT limits, rights issue variation, and ESOP pool increase.
• Ordinary: LMEL-TIPL RPT limits; Approved with 99.99% in favour.
• Ordinary: LMEL-MHPL RPT limits; Approved with 99.99% in favour.
• Special: variation in rights issue objects; Approved with 99.9948% in favour.
• Special: ESOP pool increase under ESOP Scheme 2021; Approved with 97.87% in favour.

Lloyds Engineering Works Ltd: Trading window closed from Oct 01, 2026 until 48 hours after the Board Meeting to consider Unaudited Standalone and Consolidated Financial Results for the quarter and half year ended Sep 30, 2026

Encumbrance creation

• Creation of pledge on 37,00,000 LEWL shares by Lloyds Enterprises Limited for Tata Capital Limited.
• Previously encumbered shares: 11,25,00,000 (7.25%).
• Post-encumbrance total encumbered: 11,62,00,000 shares, 7.49% of share capital.
• Date of creation: 9 September 2026; Share Pledge Agreement dated 13 August 2026.
• Promoter: Lloyds Enterprises Limited; encumbrance in favor of Tata Capital Limited.
• Amount/facility size: not disclosed.
• Promoter holding post-encumbrance: 7.49% of total share capital.

Meeting Details

• Anand Rathi Annual Flagship Conference — 21 September 2026, Mumbai; Physical / Group meeting.
• Conference G-200 Summit 2026 — 22 September 2026; Meeting (mode unspecified).

Purpose of Meeting

• Meeting convened per NCLT Mumbai order dated Aug 19, 2026 to approve the Scheme.
• Unsecured creditors meeting set for Oct 16, 2026 at 2:45 p.m. IST via VC/OAVM.

Key Resolutions/Business

• Approve Scheme of Merger by Absorption of LICL, MHPL, TIPL into LEWL.
• Approve Share Exchange Ratios and issuance of LEWL shares to LICL and MHPL shareholders.
• Approve no change to liabilities of transferor/transferee creditors; no creditor compromise.
• Board approvals obtained on 29 Dec 2025; Tribunal sanction required.

Voting Outcome

• Outcome to be determined at the Meeting; final voting results to be disclosed after conclusion.
• Awaiting Tribunal sanction and regulatory clearances for effect of Scheme.

Shareholder/Creditor Impact

• LICL shareholders will receive 1,798 LEWL shares for every 1,500 LICL shares.
• MHPL shareholders receive 94 LEWL shares for every 5 MHPL shares.
• TIPL, being wholly owned by LEWL, has no consideration payable.
• LEWL post-scheme issued capital: 154,80,14,803 fully paid; 30,24,109 partly paid.

Next Steps

• Tribunal sanction required for effectiveness of the Scheme.
• NSE/BSE observation letters dated May 18-19, 2026; CCI approval May 12, 2026.
• Lenders' NOC to be obtained; no-imposed-conditions noted.
• Post-meeting disclosures and effective date to be announced.

Purpose

• Scheme of Merger by Absorption: LICL, MHPL, TIPL into LEWL per NCLT order.
• Transferor companies merge into LEWL; shareholders receive LEWL shares per exchange ratios.

Key Resolutions

• Approve merger by absorption of LICL, MHPL, TIPL into LEWL.
• Approve issuance of LEWL shares to LICL and MHPL shareholders per ratios.
• No consideration to TIPL; TIPL is wholly owned by LEWL.
• Board approvals obtained on 29 December 2025; execution subject to NCLT and other approvals.

Voting Outcome

• Voting outcome not yet available; meeting scheduled Oct 16, 2026.
• Pending Tribunal approval after equity shareholders' consent.

Shareholder/Creditor Impact

• Share entitlements: LICL holders receive LEWL shares per 1798:1500.
• MHPL holders receive LEWL shares per 94:5.
• TIPL shareholders receive no additional consideration; TIPL wholly owned by LEWL.
• For creditors: no compromise; liabilities remain intact.
• Employees continue with continuity of service; transfer of staff to LEWL.
• Post-merger, LEWL remains listed; transferors were unlisted prior to merger.

Next Steps

• Equity shareholder approval required; Tribunal approval to follow.
• Stock exchanges observations and CCI clearance already obtained; NOC from lenders present.
• Effective date to be determined after approvals.