Lloyds Enterprises Ltd

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.

Meeting Details

• Board meeting scheduled for Tuesday, 11 August 2026; time and venue not disclosed.

Key Agenda Items

• Consider and approve unaudited standalone and consolidated results for quarter ended 30 June 2026, with auditors' report.
• Any other business with permission of the Chair.

Other Notes

• Trading window closed since 01 July 2026 until 48 hours after the results announcement.

Dematerialisation status

• Dematerialisation requests up to 30 June 2026 were processed and confirmed to the depositories.
• Securities dematerialised have been listed on the stock exchanges where the existing securities are listed.
• Physical certificates received for dematerialisation were mutilated and cancelled; depository's name substituted within 15 days.

AGM Details

• Held on 09 July 2026 at 11:00 IST via VC/OAVM.
• Record date: 02 July 2026.
• Total shareholders on record: 71,329.

Key Resolutions

• Ordinary: Adopt standalone financial statements for year ended 31 March 2026.
• Ordinary: Adopt consolidated financial statements for year ended 31 March 2026.
• Ordinary: Appoint Babulal Agarwal as Managing Director, liable to retire by rotation.
• Ordinary: Declaration of final dividend for year ended 31 March 2026.
• Ordinary: Appoint V. K. Beswal & Associates as Statutory Auditors.
• Special: Re-appointment of Sandeep Suhas Aole as Non-Executive Independent Director.
• Special: Approve revision of remuneration of Babulal Agarwal, Chairman & MD.
• Ordinary: Approve material related party transactions with Lloyds Engineering Works Limited.
• Ordinary: Approve material related party transactions with Lloyds Metals and Energy Limited.
• Ordinary: Approve material related party transactions with Lloyds Realty Developers Limited.
• Ordinary: Approve material related party transactions with Indrajit Properties Private Limited.
• Ordinary: Approve material related party transactions with Lloyds Infrastructure & Construction Limited.
• Ordinary: Approve material related party transactions with Lloyds Realty Limited.
• Ordinary: Approve material related party transactions with Simon Developers & Infrastructure Private Limited.

Voting Results

• Item 1: Passed with requisite majority; 100% in favour on votes polled.
• Item 2: Passed with requisite majority; (data indicates overall approval).
• Item 3: Passed; 99.9999% in favour, 0.0001% against.
• Item 4: Passed; 100% in favour.
• Item 5: Passed; 99.8642% in favour, 0.1358% against.
• Item 6: Passed; 99.9981% in favour, 0.0019% against.
• Item 7: Passed; 99.9995% in favour, 0.0005% against.
• Item 8: Passed; 98.7627% in favour, 1.2373% against.
• Item 9: Passed; 98.7619% in favour, 1.2381% against.
• Item 10: Passed; 98.7619% in favour, 1.2381% against.
• Item 11: Passed; 99.0401% in favour, 0.9599% against.
• Item 12: Passed; 98.7619% in favour, 1.2381% against.
• Item 13: Passed; 98.7619% in favour, 4.2384% against.
• Item 14: Passed; 98.7619% in favour, 1.2381% against.

Dividend

• Final dividend for FY ended 31 March 2026 declared; amount not disclosed.

Directors & Auditors

• Sandeep Suhas Aole re-appointed as Non-Executive Independent Director.
• Remuneration of Babulal Agarwal (Chairman & MD) revised.

Auditors

• Statutory Auditors appointed: M/s. V. K. Beswal & Associates.

Material Related Party Transactions

• Approvals for RPTs with Lloyds Engineering Works Limited.
• Approvals for RPTs with Lloyds Metals and Energy Limited.
• Approvals for RPTs with Lloyds Realty Developers Limited.
• Approvals for RPTs with Indrajit Properties Private Limited.
• Approvals for RPTs with Lloyds Infrastructure & Construction Limited.
• Approvals for RPTs with Lloyds Realty Limited.
• Approvals for RPTs with Simon Developers & Infrastructure Private Limited.