To The Members of
Lloyds Engineering Works Limited,
Your directors are hereby pleased to present 32nd (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 31st 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 31st
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 |
47.39 |
33.14 |
| Profit / (Loss) for the Year |
118.27 |
99.72 |
155.51 |
108.00 |
| Share in Profit / (Loss) of Associates |
|
|
42.06 |
-2.96 |
| Profit / (Loss) for the Year |
|
|
197.57 |
105.04 |
| Attributable to : Shareholders of the Company |
|
|
189.88 |
103.14 |
| Non-controlling Interest |
|
|
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 |
|
|
189.83 |
102.14 |
| Non-controlling Interest |
|
|
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 F.Y., II.
EBITDA growth is approx. 50 % in comparison to last F.Y. i.e. from Rs. 159.33 Crores of
Last F.Y. to Rs. 239.07 Crores of current F.Y. III. PBT growth is approx. 44% i.e. from
Rs. 141.14 Crores of last F.Y. to Current F.Y. Rs. 202.90 Crores.
IV. Increase in Company's order position is approx. 91 % as on 1st
April, 2026 in comparison to order position on 1st April, 2025. V. Company`s
Order book position on 1st April, 2026 is Rs. 2,643.39 Crores in comparison to
last year`s Order position of 1st 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 F.Y.
i.e. from Rs. 755.78 Crores of Last F.Y. to Rs. 1,052.22 Crores of Current F.Y., 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 1st
April, 2026 in comparison to order position on 1st April, 2025. V. Company`s
Order book position on 1st April, 2026 is Rs. 2,351.90 Crores in comparison to
last year`s Order position of 1st 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
23rd May 2025,
2) 14, 20,000 Equity shares to Thriveni Earthmovers Private Limited on
6th August 2025,
3) 60,34,299 Equity shares to Thriveni Earthmovers Private Limited on 9th
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 9th
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 9th
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.
TheStrategicRationale:UnifyingDesign,Manufacturing, and Execution
The merger integrates the unique capabilities of four distinct
powerhouses into one balance sheet:
1. Design(LCE):ThroughLICL'sdivision,LloydsConsulting
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
4th 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 31st
March 2026, the Board of Directors, at its meeting held on 05th 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 11th
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:
| Particulars |
Amount (in Rs.) |
| Authorised Share Capital |
2,00,00,00,000.00 |
| 2,00,00,00,000 Equity Shares of Re. 1/- each |
|
| Total (Authorised Share Capital) |
2,00,00,00,000.00 |
| Issued, Subscribed and Called- up Shares |
148,00,82,086.00 |
| 148,00,82,086 Equity shares of Re. 1/- each |
|
| Total (Issued, Subscribed and Called-up Shares) Paid Up
shares including partly paid up Fully Paid |
148,00,82,086.00 |
| 1,39,88,11,662 fully paid-up equity shares of Re.1/- each |
1,39,88,11,662.00 |
| 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) |
143,94,46,874.00 |
The Changes in the Share Capital of the Company from 1st
April 2026 till date are as follows:
2,14,268 shares were allotted via ESOP on May 05, 2026
| Particulars |
Amount (in Rs.) |
| Authorised Share Capital |
2,00,00,00,000.00 |
| 2,00,00,00,000 Equity Shares of Re. 1/- each |
|
| Total (Authorised Share Capital) |
2,00,00,00,000.00 |
| Issued, Subscribed and Called- up Shares |
148,02,96,354.00 |
| 148,02,96,354 Equity shares of Re. 1/- each |
|
| 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 |
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 29th August, 2024 which was
registered by Registrar of Companies on 19th 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 26th 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 20th 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 H 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 20th 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 24th
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 |
— |
|
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. DIRECTORSANDKEYMANAGERIALPERSONNEL.
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 15th
January 2014 and then regularised as a Non-Executive Director by the Shareholders /
Members approval in the Annual General meeting held on 30th September 2014.
Further, he was appointed as a Managing Director on 20th January 2016 which was
subsequently approved by the Shareholder / Members of the Company in their Annual General
Meeting held on 31st 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 9th August 2018 for a period
of 3 years i.e. from 20th January 2019 till 19th January 2022. Mr.
Tandon resigned from the Office of Managing Director from the closure of business hours of
31st 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 1st April 2021 with the approval of
Shareholders / Members in their Annual General Meeting held on 15th 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 IIT
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-?-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 31st 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 4th
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 4th
February 2026, the Independent Directors also met on 29th 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 31st 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 |
The Policy is aimed to formulate a Code of Conduct for the
Directors and Senior Management |
| Director(s) and Senior Management Personnel |
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 |
The Code of Practices and Procedures for Fair Disclosure of
Unpublished Price Sensitive |
| Procedures for Fair Disclosure of Unpublished Price Sensitive
Information |
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 28th Annual
General Meeting until the conclusion of the 33rd 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 7th 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
13th 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 7th 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 32nd
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 32nd 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 32nd
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 F.Y. 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
F.Y. 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 |
Corporate Governance Report; |
| b. Annexure B |
Management Discussion and Analysis Report; (please refer page
no. 88) |
| 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 E3 |
Secretarial Audit Report of Material Subsidairy in Form No.
MR-3 |
| i. Annexure F |
Details of personnel/particulars of employees; |
| j. Annexure G |
AOC -2 |
| k. Annexure H |
Corporate Social Responsibility (CSR) Activities |
| l. Annexure I |
Compliance Certificate under ESOP |
| m. Annexure J |
AOC- 1 |
| n. Annexure K |
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: 5th May, 2026 |
Chairman |
| Place: Mumbai |
DIN: 00028347 |
|