Lloyds Enterprises Ltd

Regulatory settlement with SEBI

• SEBI settlement order disposing enforcement proceedings against Lloyds Enterprises Limited.
• Order dated 30 September 2026; relates to SCN issued 9 July 2025.
• Settlement proposal to settle without admitting or denying findings.
• No impact on financial, operational or other activities.
• SEBI alleged non-compliance with PFUTP Regulations 2003 and LODR 2015.

ESOP Allotment Details

• NRC approved allotment of 139,298 equity shares to the Lloyds Enterprises Employees Welfare Trust.
• Exercise price per share is Rs 2; premium per share is Rs 1.
• Post-allotment issued share capital: Rs 1,52,66,91,243 across 1,52,66,91,243 shares.
• Shares rank pari passu with existing equity shares.
• Listing formalities for the new shares are in progress.
• Issue date: 29 September 2026; ISIN: INE080I01025.

Lloyds Enterprises Limited: Trading Window closed from Thursday, 01st October, 2026 till 48 (Forty-Eight) hours after the conclusion of the Meeting of the Board of Directors to be held for the purpose of considering the Unaudited Financial Results (Standalone and Consolidated) for the quarter and half year ended 30th September, 2026.

Name change and regulatory approval

• Change of name approved by MCA, effective 1 September 2026.
• New name: Thriveni Lloyds Swarnagiri Private Limited; old name Geomysore Services India Pvt Ltd.
• Certificate of Incorporation issued; company identity CIN U74899MH1994PTC474865.
• Change reflects group metals and mining track record; no change in rights or liabilities.
• Two-year display requirement: old name must accompany new name on signage and records.
• Swarnagiri Gold Project stake held via Prakar Estate and Promoters LLP in Andhra Pradesh.

Acquisition overview

• Target: Steel Infra Solutions Company Limited, a steel infra solutions provider in India.
• Stake acquired: 7,300,000 equity shares, 17.98% stake.
• Consideration: Rs 219 crore cash.
• Completion: acquisition completed on 17 August 2026.
• Related party transaction: not disclosed.
• Regulatory approvals: not disclosed.
• Size/scale: not disclosed.
• Industry: steel infrastructure.
• Target background: Incorporation and turnover not disclosed.

Parties

• Lloyds Enterprises Limited and Tata Capital Limited are the parties.

Purpose

• To fund acquisition of 73,00,000 Steel Infra Solutions Limited shares for Rs 219 crore.

Key terms

• Loan amount Rs 219 crore; secured facility.
• Total outstanding loan: Rs 316 crore.
• Date of execution: 13 August 2026.
• Security: pledge of Lloyds Engineering Works Limited shares.
• Lender: Tata Capital Limited; Borrower: Lloyds Enterprises Limited.
• Shareholding in target: Nil.
• Related party status: No.

Impact

• Financing for acquisition increases borrowings.
• Security pledged over Lloyds Engineering Works Limited shares.

Other disclosures

• Annexure A filed; Regulation 30 disclosures included.

Termination/amendment

• Not applicable.

Business Overview & Restructuring

• LEL is a diversified holding platform across trading, real estate, investments.
• Holds LEWL (engineering/EPC) and LRDL with 270-plus acre land bank.
• Strategic investments include GMSI gold asset, 4.13% LMEL, 17.98% SISCOL.
• Plan to demerge real estate into Lloyds Realty Limited; trading remains with LEL.
• Regulatory approvals ongoing; scheme entitlement 1 LRL share per 2 Lloyds.

Operational Highlights

• Consolidated income ₹605.44 Cr; total comprehensive income ₹1,200.65 Cr.
• Consolidated EBITDA ₹130.75 Cr; margin 21.6%.
• LEWL revenue ₹540.2 Cr; net profit ₹68.2 Cr; EBITDA ₹79.2 Cr.
• Order book ₹8,857 Cr; standalone ₹2,432 Cr.
• SISCOL: 88.12% stake for ₹1,073.40 Cr; board approval.
• Jonnagiri: commercial production launched 24 Jun 2026; target 400 kg FY27.
• GMSI ~31% stake; LEL exposure via Prakar Estate/Promoters LLP.
• LMEL expansion: 55 Mt throughput; 12 Mt pellet; 700Kt DRI.
• Proforma merged-entity income ₹1,181 Cr.

Financial Performance

• Consolidated income ₹605.44 Cr; YoY down 1.23%.
• Total comprehensive income ₹1,200.65 Cr; YoY up 60.41%.
• EBITDA ₹130.75 Cr; margin 21.60%.
• PBT ₹112.59 Cr; tax ₹16.01 Cr.
• Standalone income ₹53.99 Cr; EBITDA ₹9.94 Cr; margin 18.41%.
• Standalone total comprehensive income ₹3,115.83 Cr.
• Consolidated order book ₹8,857 Cr; standalone ₹2,432 Cr.
• LEWL record quarter: ₹540.2 Cr revenue; ₹68.2 Cr net profit; EBITDA ₹79.2 Cr; margin 14.7%.

Capital Structure & Liquidity

• Scheme of Arrangement for real estate demerger; entitlement 1:2 shares.
• Board approved SISCOL deal; regulatory approvals required.
• Acquisition details: 88.12% SISCOL stake for ₹1,073.40 Cr; LEL 52.16%, LE 17.98%, Streamland 17.98%.
• Two entities: Lloyds Enterprises retains trading/investment; Lloyds Realty Limited to list post-merger.
• JV-driven growth supports capital efficiency.

Strategic Priorities & Outlook

• Two-focused entities to improve balance-sheet visibility and valuation.
• Asset-light real estate via JVs to de-risk pipeline.
• Scale Jonnagiri gold and SISCOL into integrated platforms.
• LMEL expansions to raise margins and throughput.
• Maintain diversified portfolio for long-term value creation.

Risks & Mitigation

• Real estate cycle and commodity price volatility pose risks.
• Mitigated by diversification, JV strategies, and asset-light model.
• Restructuring approvals present execution risk.

Governance & Leadership

• Board approved SISCOL acquisition; regulatory approvals pending.
• Corporate restructuring to create two focused businesses.
• Share-entitlement framework defined for demerged entity.

Issue Overview

• Rights issue of 25,44,25,324 equity shares at INR 39 per share.
• Issue size undersubscribed against offer size.
• Objectives: fund LRDL NCDs and general corporate purposes.
• MA: Audit Committee and Board approved the Monitoring Agency Report.
• No material deviations observed from objects.

Utilisation of Proceeds

• Utilisation not fully as per offer document; no major deviations observed.
• NCD funding to LRDL partially utilised; significant unutilised funds remain.
• GCP allocations partially utilised; balance earmarked for general corporate purposes.
• Issue-related expenses partially utilised; rest idle.
• Unutilised funds held in monitoring accounts and LRDL balance.

Governance and Compliance

• MA notes no independent verification; relies on issuer representations.
• Regulatory approvals status not explicitly stated.
• Audit Committee and Board approved the MA report.
• No material events reported that affect viability.
• Disclosures indicate no commentary on object quality or spend outcomes.

GCP

• GCP is a stated object with fixed allocation; quarterly utilisation nil.
• Total GCP allocation provided; management flexibility in deployment.
• Board approvals for allocation not explicitly detailed in quarterly notes.

Financials (Standalone vs Consolidated)

• Standalone Q1 FY27: total income 53.99 cr; net profit 2.44 cr; EPS 0.02.
• Consolidated Q1 FY27: total income from operations 605.44 cr; PAT after tax 109.98 cr.

Segment Details

• Segment revenues (30-Jun-26): Real Estate 18.47 cr; Steel 46.74 cr; Engineering 537.07 cr; Electrical 39.15 cr.
• Segment results before finance and tax: Real Estate 7.08 cr; Steel 44.22 cr; Engineering 74.40 cr; Electrical -6.93 cr.
• Total segment result before finance and tax: 118.77 cr.

Corporate Actions & Capital Initiatives

• June 18, 2026: merger-related agreements; preferential issue approved July 15; approvals pending.
• June 19, 2026: agreement to acquire 17.98% stake in SISCOL.
• LADSL private placement; LEWL stake diluted to 85%.
• Rights issue: Rs 19.50 per share; 25.44 million partly paid shares; call money outstanding.
• ESOP 2025 grants: 9,46,360 options to employees across group.