Directors' Report
To,
The Members,
Lloyds Metals & Energy Limited
Your Directors' are pleased to present the 49th (Forty Nineth) Annual Report
on the business and operations of Lloyds Metals and Energy Limited (the ‘Company'
or ‘Lloyds Metals' or ‘LMEL') along with Audited Standalone and
Consolidated Financial Statements for the Financial Year ("FY") ended 31st
March, 2026.
FINANCIAL PERFORMANCE AND THE STATE OF THE COMPANY'S AFFAIRS
|
|
|
|
(Rs. in Crore) |
Particulars |
Standalone |
Consolidated |
1 |
Current Year |
Previous Year |
Current Year |
Previous Year |
Revenue from operations |
13,680.59 |
6,721.40 |
17,112.67 |
6,721.05 |
Other Income |
157.21 |
53.81 |
193.73 |
53.71 |
Total Income |
13,837.80 |
6,775.21 |
17,306.40 |
6,774.76 |
Profit before Finance Cost, Depreciation Amortisation Expenses and
Tax Expenses |
4,673.15 |
2,004.55 |
6,333.89 |
2,009.46 |
Less: Finance Cost |
132.32 |
27.08 |
510.36 |
27.22 |
Less: Depreciation |
242.51 |
80.48 |
607.16 |
80.80 |
Profit/(Loss) before tax |
4,298.33 |
1,896.99 |
5,216.37 |
1,901.43 |
Less: Current Tax |
(1,104.03) |
(446.03) |
(1,408.34) |
(446.19) |
Profit/(Loss) after tax |
3,194.30 |
1,450.95 |
3,828.64 |
1,455.24 |
Share of Profit/(Loss) of Associate |
- |
- |
20.61 |
- |
Profit/(Loss) for the Period |
3,194.30 |
1,450.95 |
3,828.64 |
1,455.24 |
Other comprehensive income (net of tax) |
0.02 |
(0.70) |
87.88 |
(0.69) |
Total Comprehensive Income of the Year (net of tax) |
3,194.32 |
1,450.26 |
3,916.52 |
1,454.55 |
Earnings Per Share |
|
|
|
|
Basic (in ^) |
60.24 |
28.01 |
69.42 |
28.01 |
Diluted (in ^) |
58.03 |
26.12 |
66.87 |
26.12 |
PERFORMANCE HIGHLIGHTS FOR THE YEAR AND OUTLOOK
Review of Operations
The Company during the year had 02 (Two) separate business segments - Mining, Value
added Products ("VAP"). The Segment-wise performances are as below:
Mining
The Iron ore mining activities continued its operating excellence at Surjagarh area of
Gadchiroli district of the State of Maharashtra.
FY 2025-26 was a landmark year for the Mining Division. The Company achieved its
highest-ever iron ore production of 21.96 Million Tonnes ("MnT"),
representing a 120% year-on-year increase over 10 MnT in FY 2024-25. This exceptional
performance was driven by the enhancement of the Environmental Clearance ("EC")
limit from 10 Million Tonnes Per Annum ("MTPA") to 55 MTPA, the
commissioning and utilisation of the 85 km slurry pipeline (Hedri to Konsari), optimised
mine execution and expanded equipment deployment.
The total income showed an increase of 73% as compared to the previous Financial Year,
on account of higher volumes and robust domestic demand for iron ore.
Value Added Products Sponge Iron Division
The Sponge Iron Division delivered record production in FY 2025-26, benefiting from the
commissioning of the new 360 KTPA DRI plant at Ghugus in Q2 FY 2025-26. Combined with the
modernised existing facilities at Ghugus and the DRI plant at Konsari, the Division
achieved its highest-ever output.
The above production showed an increase of 57% as compared to the previous FY. DRI
sales volume for FY 2025-26 stood at 479,690 MT (56% Y-o-Y increase), with a realisation
of R27,009 per tonne and EBITDA per tonne of P6,643.
Power Division
The Power Division continued to operate smoothly, meeting the in-house power
requirements of the Sponge Iron and Pellet manufacturing operations at
Ghugus. The division utilizes Waste Heat Recovery Boilers ("WHRB") and
AFBC boilers. Surplus power generated is sold on the power exchange in line with
prevailing spot demand from the grid.
The Power sales volumes were marginally lower on a year-on-year basis as a greater
proportion of power generation was consumed captively to support enhanced DRI and Pellet
plant operations.
The Company is scaling its renewable energy portfolio to 100 MW (120 MW planned)
through solar and wind power, aimed at reducing its carbon footprint and energy costs
across operations.
Pellet Manufacturing
FY 2025-26 marked the first full year of commercial production from the Company's 4
MTPA Pellet Plant (Plant - 1) at Konsari, District Gadchiroli. The Pellet Plant commenced
commercial production at the end of Q2 FY 2025-26 and achieved 100% annualised capacity
utilisation within just 4 months of commissioning - a testament to the Company's swift and
efficient project execution.
The Pellet Plant utilise advanced Straight Grate Technology and produce high-grade
pellets with an iron content of ~64.3% Fe, sourced from captive iron ore fines at the
Surjagarh Iron Ore Mine ("SIOM"). The 85 km slurry pipeline (Hedri to
Konsari), already operational at 10 MTPA, has been instrumental in ensuring consistent,
cost-effective, and environmentally responsible raw material supply, reducing dependence
on road logistics and generating freight savings.
Product Mix (Revenue Split - Standalone FY 2025-26):
Iron Ore contributed 68% of standalone revenue and 70% of standalone EBIT, while VAP
(DRI, Pellets, Power) contributed 32% of revenue and 30% of EBIT. This compares favourably
to FY 2024-25, when VAP contributed only 20% of revenue and 11% of EBIT, reflecting a
significant step-up in the Company's value chain integration.
Performance of Thriveni Earthmovers and Infra Private Limited - Subsidiary
Thriveni Earthmovers and Infra Private Limited ("TEIL"), a key
subsidiary of the Company, is the Mine Development Operator ("MDO") for
the Company's SIOM and additionally operates coal and other mineral mines across India and
internationally. TEIL delivered a strong performance in FY 2025-26 across all its
operational geographies.
TEIL Consolidated Financial Performance
TEIL Operational Performance - FY 2025-26:
Particulars |
F.Y. 2025-26 |
F.Y. 2024-25 |
| Iron Ore (Mn Tonnes) - Including Banded Hematite Quartzite |
53.70 |
35.44 |
| Baryte - Incl. OB (Mn Cubic meters) |
8.60 |
9.02 |
| Coal (Indian operations) Incl. OB (Mn Cubic Meters) |
95.40 |
105.71 |
| Coal (Overseas operations) incl. OB (Mn Cubic Meters) |
36.40 |
29.79 |
Reserves of Iron Ore
The Company's primary iron ore asset, the SIOM, is located in Maharashtra and spans
348.09 hectares under a mining lease valid until 2057. The mine produces high-grade
hematite ore with an average iron content of 63% Fe. The Company holds a zero-premium
payment obligation to the Government of Maharashtra for the entire lease period - a
significant structural cost advantage relative to the competitors.
Tata Steel Industrial Consulting's Mineral Resource Report estimates a total geological
resource of 863 million tonnes comprising 157 million tonnes of Direct Shipping Ore
("DSO") and 706 million tonnes of Banded Hematite Quartzite ("BHQ").
With an expanded EC capacity of 55 MTPA and Lloyds Metals and Energy Limited's mine lease
valid until CY2057, the Company is strategically positioned to remain one of India's
leading iron ore miners beyond CY2030. This assumes significance as more than 80 MTPA of
competing mining capacity across the industry is expected to come up for re-auction by
CY2030 at comparatively higher auction premiums.
CAPEX / FORWARD INTEGRATION / MINERALISATION TO INDUSTRIALIZATION
The Company has been steadily executing its multi-year capital expenditure programme,
investing ^8,131 Crores in FY 2025-26 alone (FY24-FY26 cumulative: ^13,513 Crores), in
pursuit of full steel value chain integration from iron ore to pellets, sponge iron, wire
rod, and integrated steel.
Completed Projects:
v Slurry Pipeline - Line 1 (85 km, Hedri to Konsari, 10 MTPA capacity): Commissioned
and fully operational.
v 4 MTPA Pellet Plant - Plant 1 at Konsari: Commissioned and operating at 100%
annualised capacity utilisation. Completed in 16 months from commencement of construction.
v 4 MTPA Pellet Plant - Plant 2 at Konsari: Commissioned in May 2026.
v DRI plant expansion at Ghugus (360 KTPA): Commissioned in Q2 FY 2025-26.
A. Forward Integration projects at Ghugus, District Chandrapur:
1. 1.2 Million Tonnes Wire rod, Blast Furnace and Coke Oven Plant
The Company is setting up a 1.2 Million Tonne Wire Rod, Blast Furnace and Coke Oven
along with additional DRI capacity. Steel Plant construction work has commenced and the
project is at an advanced stage, expected to be commissioned on time. The Board approved
this expansion plan at its meetings held on October 23, 2023 and January 22, 2024. Key
components include:
v Sponge Iron Plant - 2 x 500 TPD v Power Plant for captive consumption v EAF based SMS
- 2x50 Tonnes v Ladle Refining Furnaces - 2x50 Tonnes v Vacuum Degassing Unit -
1x50 Tonnes v RHF - 120 Tonnes per hour
v Wire Rod Mill - 2x600,000 Tonnes per annum v Blast Furnace - 840,000 Tonnes per annum
v Vertical Non-Recovery Type Coke Oven -
400,000 Tonnes per annum
2. Erection of 1 x 4 MTPA Pellet Plant (Plant 3) and Slurry Pipeline at Ghugus:
Land has been procured and engineering is in progress for a 3rd 4 MTPA
Pellet Plant at Ghugus, with the Environmental Clearance already in hand. Construction
commenced in Q4 FY 2025-26, with commissioning to be expected in FY 2027. This plant will
be fed by a new 195 km Slurry Pipeline (Hedri to Ghugus via Chandrapur Stockyard), which
has completed survey work and preliminary engineering, with Right-of-Way (ROW) approval in
progress. This pipeline will deliver freight cost savings of ^800-1,000 per tonne.
B. Forward Integration projects at Konsari, District Gadchiroli:
1. Setting up of 45 MnT BHQ Beneficiation Plant
The 5 Tons Per Hour ("TPH") Pilot Plant for BHQ beneficiation has
given excellent results with a yield of 38%+. Forest land has been secured for the
project. Primary engineering has been completed for the full-scale 30 MnT (Phase 1) BHQ
plant and major equipment procurement is in progress. The Company has mobilised 14 mobile
crushers and 26 HEMM machines for BHQ crushing at the mine site. The total planned
capacity is 45 MnT (3 x 15 MnT modules).
2. Erection of an Integrated Steel Plant
The Company is setting up an Integrated Steel Plant via the conventional BF-BOF route
with
hot rolling mill. Land procurement has been completed. The plant configuration is being
reworked by leveraging new technologies to enhance efficiency and optimise the overall
steel value chain.
Integrated Slurry Evacuation Platform:
The Company is developing an integrated slurry pipeline network aimed at structurally
reducing logistics costs across the value chain:
v Line 2: 195 km, 16 MTPA - Hedri to Ghugus via Chandrapur Stockyard (through Konsari)
- under development, with Right of Way (ROW) approvals in progress.
v Chandrapur Stockyard with Railway Siding: A new stockyard with railway siding is
planned.
Strategic Developments in FY 2025-26
Memorandum of Understanding with Tata Steel Limited - Pellet Conversion & Long-Term
Integration:
The Company executed a Memorandum of Understanding ("MOU") with Tata
Steel Limited ("Tata Steel") for strategic investment, pellet conversion
and long-term integration. Tata Steel has invested in Brahmani River Pellet Plant, Odisha
alongside a long-term Pellet Conversion and Offtake arrangement and has acquired 50.01% of
Thriveni Pellets Private Limited ("TPPL"), with LMEL's investment of
~^515 Crores for a 49.99% stake.
The MOU provides for cooperation across iron ore mining, pellet manufacturing, slurry
pipeline infrastructure and steelmaking, aimed at building a scalable, integrated and
sustainable steel value chain.
International Expansion - Democratic Republic of the Congo, Africa (Copper &
Cobalt):
(a) Surya Mines SARL - Democratic Republic of the Congo ("DRC'1):
The Company through its wholly owned subsidiary, Lloyds Global Resources FZCO acquired
a 50% interest in an operating copper mining and processing platform in the DRC,
comprising 16 mining licenses (~100 sq. km) in the Katanga Copper Belt with a 12.000 TPA
SX-EW plant. Commercial production of copper cathodes commenced in March 2026, marking
formal entry into the global copper value chain. The platform has a clear expansion
pathway to 30,000 TPA.
(b) Chemaf Group - DRC (Cobalt):
The Company through its wholly owned subsidiary, Lloyds Global Resources FZCO acquired
a 49% stake in the Chemaf Group, entering a large, operating copper-cobalt platform in the
Katanga Copper Belt with 50+ permits. Cobalt production is set to rise from 4.000 TPA
(Etoile) to 16,000 TPA (Mutoshi), taking total cobalt capacity to ~20,000 TPA, alongside a
pathway to ~70,000 TPA copper. The transaction is backed by Virtus, Orion and Trafigura,
and is the first deal aligned with the US-DRC critical minerals framework signed in
December 2025.
(c) Papua New Guinea - Panguna Mine:
The Board approved the proposal for the Company's subsidiary, Lloyds Global Resources
FZCO, to acquire an equity stake in Lloyds Panguna Metals and Energy Ltd. for the purpose
of engaging with Bougainville Copper Ltd. in relation to a potential long-term cooperation
and mining agreement for the Panguna Mine.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company have been prepared in accordance
with Indian Accounting Standards ("Ind AS") notified under Section 133 of
the Companies Act, 2013 ("the Act"), read together with the Companies
(Indian Accounting Standards) Rules, 2015 (as amended) and forms a part of this Annual
Report. In accordance with Section 136 of the Act, the Audited Financial Statements,
including the Consolidated Financial Statements and related information of the Company and
the Audited Accounts of each of its Subsidiaries are available on the website of the
Company at https://lloyds.in/investors/annual- report-and-financial-results/.
SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE
During the Financial Year under review, the Company had the following Subsidiaries/
Associate /Joint Venture namely:
|
|
|
|
|
(Rs. in Crores) |
Name of the Company |
Subsidiary/ Associate/ Joint Venture |
Percentage of Holding |
Turnover |
Profit Before Tax |
Profit After Tax |
|
|
|
Financial Year 2025-26 |
Financial Year 2024-25 |
Financial Year 2025-26 |
Financial Year 2024-25 |
Financial Year 2025-26 |
Financial Year 2024-25 |
Lloyds Steel Private Limited (Formerly know as Lloyds Logistics
Private Limited) |
Subsidiary |
100 |
0.24 |
0.00** |
(0.21) |
(0.60) |
(0.17) |
(0.45) |
Lloyds Infinite Foundation |
Subsidiary |
100 |
177.91 |
70.39 |
55.23 |
5.32 |
55.23 |
5.32 |
Lloyds Global Resources FZCO@ |
Subsidiary |
100 |
15.25 |
- |
(11.40) |
- |
(11.40) |
- |
Lloyds Ferra Forge Global Private Limited~ |
Subsidiary |
100 |
- |
- |
- |
- |
- |
- |
Thriveni Transport and Logistics Private Limited (Formerly known as
Lloyds Surya Private Limited)$ |
Subsidiary (upto 18th July, 2025) |
100 |
794.69 |
|
214.56 |
(0.28) |
158.57 |
(0.28) |
Thriveni Earthmovers and Infra Private Limited* |
Subsidiary |
75.62 |
4,257.45 |
- |
811.70 |
- |
577.91 |
- |
Thriveni Pellets Private Limited# |
Associate |
49.99 |
2,684.52 |
- |
47.40 |
- |
17.96 |
- |
L T Gondwana Skill Hub Private Limited" |
Associate |
20.00 |
25.68 |
- |
3.93 |
- |
4.45 |
- |
** Value is I 30,000
Notes:
v The figures stated above pertain to the entire financial year.
v @Lloyds Global Resources FZCO was incorporated as a wholly-owned subsidiary of the
Company on 25th September, 2025, and is registered with the Dubai Multi
Commodities Centre (DMCC), Dubai.
v ~Lloyds Ferra Forge Global Private Limited is a newly incorporated wholly-owned
subsidiary of the Company and has received certificate of Incorporation from Registrar of
Companies, Maharashtra on 28th February, 2026. The said company has not
commenced operations and the subscription money towards its share capital was infused
subsequent to the close of the financial year.
v *The Company holds 70,00,00,000 equity shares, representing 75.62% of the equity
share capital of Thriveni Earthmovers and Infra Private Limited. Consequently, the said
entity became a subsidiary of the Company with effect from 1st July, 2025.
v $Thriveni Transport and Logistics Private Limited (formerly known as Lloyds Surya
Private Limited) ceased to be a wholly-owned subsidiary of the Company with effect from 19
th July, 2026.
v #The Company holds 90,03,199 equity shares, representing 49.99% of the total equity
share capital of Thriveni Pellets Private Limited. The aforesaid equity shares were
acquired through a combination of cash consideration and non-cash consideration by way of
share swap. Consequently, the said Company became associate of the Company with effect
from 21st October, 2025.
v AThe Company subscribed to 2,500 equity shares, representing 20% of the
total issued, subscribed and paid-up equity share capital of LT Gondwana Skill Hub Private
Limited. Consequently, the said Company became associate of the Company with effect from
14th November, 2025.
In accordance with Section 129(3) of the the Act 2013, we have prepared the
consolidated financial statements of the Company, which forms part of this Annual Report.
Further, a statement containing the salient features of the financial statement of our
Subsidiaries/ Joint Venture/ Associate in the prescribed Form AOC-1 is appended as "Annexure
- I" to the Board's report. The statement also provides details of the
performance and financial position of the associate.
ACQUISTION DURING THE YEAR
v Thriveni Earthmovers and Infra Private Limited
The Company holds 70,00,00,000 equity shares, representing 75.62% of Thriveni
Earthmovers and Infra Private Limited. Thus, the entity has become a subsidiary of the
Company with effect from 1st July, 2025.
v HR Godavari Private Limited
The Company has acquired 1,074,074 equity shares, representing 26.82% of the
shareholding in HR Godavari Private Limited. The equity shares in the said company were
subscribed on 12th June, 2025.
v Hexa Energy MH3 Private Limited
The Company holds 22,341 equity shares, constituting 17.45% of the total shareholding
in Hexa Energy MH3 Private Limited. The equity shares in the said company were subscribed
by way of private placement on 27th June, 2025.
v Hexa Energy W2 Private Limited
The Company holds 10,39,500 equity shares, representing 29.23% of the total
shareholding in Hexa Energy W2 Private Limited. The equity shares in the said company were
subscribed by way of private placement on 27th June, 2025 and 21st
January, 2026.
v Mandovi River Pellets Private Limited
The Company holds 1,64,90,000 equity shares, representing 19.40% of the total
shareholding in Mandovi River Pellets Private Limited. The equity shares in the said
company were subscribed by way of private placement on 27th June, 2025.
v Thriveni Pellets Private Limited
The Company holds 90,03,199 Equity Shares, representing 49.99%of the total shareholding
in Thriveni Pellets Private Limited. The Equity shares in the said company were acquired
for Cash and non-cash consideration through share swap. Thus, entity becomes the associate
of the Company.
v LT Gondwana Skill Hub Private Limited
The Company holds 2,500 Equity Shares, representing 20% of the total shareholding in LT
Gondwana Skill Hub Private Limited. The equity shares in the said Company were acquired by
way of private placement on 16th Novermber, 2025. Thus, entity becomes the
associate of the Company.
INCORPORATION OF WHOLLY OWNED SUBSIDIARY
v Lloyds Global Resources FZCO
During the year under review, the Board of Directors of the Company at its meeting held
on 12th August, 2025 approved the incorporation of a wholly owned subsidiary
outside India in the name of Lloyds Global Resources FZCO in Dubai Multi Commodities
Centre ("DMCC"), Dubai, United Arab Emirates. The Certificate of
Incorporation of Lloyds Global Resources FZCO was received on 25th September,
2025.
The subsidiary was incorporated with the objective of undertaking investment, trading
and other permitted activities in relation to mining, minerals and allied sectors and to
support the Company's strategic growth and international expansion initiatives. The
subsidiary is expected to facilitate the Company in exploring and investing in mining and
mineral assets outside India, securing long-term raw material resources and strengthening
the global presence of the Company in the mining and metals sector.
v Lloyds Ferra Forge Global Private Limited
During the year under review, the Board of Directors of the Company at its meeting held
on 3rd February, 2026 approved the incorporation of a wholly owned subsidiary
in the name of Lloyds Ferra Forge Global Private Limited ("LFFGPL"). The
subscription money towards incorporation of the subsidiary was paid subsequent to the
closure of the financial year. The Certificate of Incorporation of Lloyds Ferra Forge
Global Private Limited was received on 28th February, 2026.
The subsidiary was incorporated with the objective of establishing and operating a
skill training institute at Gadchiroli under the name "LMGSE (Lloyds Mission for
Global Skill and Entrepreneurship)" along with carrying out other ancillary and
permitted activities. Lloyds Ferra Forge Global Private Limited has been envisaged as a
mission-driven institutional platform for designing, operating and scaling structured
skilling, leadership, entrepreneurship and employment-linked programmes aligned with
regional development objectives and global workforce standards. The subsidiary is yet to
commence its operations.
RETURN TO SHAREHOLDERS
Following is the snapshot of the dividend track record of your Company for previous
financial years:
Financial Year |
Total Dividend (in %) |
Cash Outflow including Tax (Kin Crore) |
2025-26 (Proposed) |
100 |
~56.27 |
2024-25 |
100 |
52.32 |
2023-24 |
100 |
50.53 |
2022-23 |
- |
- |
2021-22 |
50 |
18.52 |
The Board has appointed Mr. Akshay Vora, Company Secretary as the Nodal Officer for the
purpose of coordination with Investor Education and Protection Fund Authority. Details of
the Nodal Officer are available on the website of the Company at
https://lloyds.in/investors/ i nvestor-contact/.
Your Board of Directors recommend the payment of Final dividend of Rs.1/- (Rupee One
only) for each fully- paid equity share of Rs.1/- (Rupee One only) (i.e., 100%). This will
be paid subject to the Shareholders approval at the ensuing 49th (Forty Nineth)
Annual General Meeting of the Company.
The final dividend shall be paid within a period of 30 (Thirty) days from the date of
the 49th Annual General Meeting ("AGM"). In view of the
changes made under the Income-Tax Act, 1961, by the Finance Act, 2020, dividends paid or
distributed by the Company shall be taxable in the hands of the Members. Your Company
shall, accordingly, make the payment of the Final Dividend after deduction of tax at
source.
The Company has also formulated a Dividend Distribution Policy in terms of the
provisions of Regulation 43A of the Securities and Exchange Board of India ("SEBI")
(Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing
Regulations") and the same is available on the website of the Company at
https://lloyds.in/investors/investor- policies/ and is also set out as "Annexure
- II" and forms a part of this Annual Report and the same is also available on
the website of the Company at https://lloyds.in/ i nvesto rs/i nvesto r-policies/.
FINANCIAL LIQUIDITY
Consolidated cash and cash equivalent as on 31st March, 2026, stood at ^
2,702.93 Crore as compared to ^739.27 Crore in the previous year. The Company's working
capital management is robust and involves a well organised process, which facilitates
continuous monitoring and control over receivables, inventories and other parameters.
UNPAID / UNCLAIMED DIVIDEND
In terms of the provisions of Investor Education and Protection Fund (Accounting,
Audit, Transfer and
Refund) Rules, 2016, Investor Education and Protection Fund (Awareness and Protection
of Investors) Rules, 2001, there was no unpaid / unclaimed dividends to be transferred
during the Financial Year under review to the Investor Education and Protection Fund.
In respect of the dividend declared for the previous financial years on Equity Shares
Rs.1,43,82,326 remained unclaimed as on 31st March, 2026.
TRANSFER TO RESERVES
During the year under review, no amount was transferred to the General Reserves of the
Company.
SHARE CAPITAL
i) Authorised Capital
During the year under review, there was no change in the authorised capital of the
Company. Your Company has neither issued any shares with differential rights as to
dividends, voting or otherwise nor issued any sweat equity shares during the year under
review.
ii) Issue of equity shares with differential rights
Your Company does not have any equity shares with differential rights and hence no
disclosures is required to be given under Rule 4(4) of the Companies (Share Capital and
Debentures) Rules, 2014.
iii) Issue of sweat equity shares
During the year under review, your Company has not issued any sweat equity share and
hence no disclosures is required to be given under Rule 8(13) of the Companies (Share
Capital and Debentures) Rules, 2014.
iv) ESOP Allotment
During the year under review Company has made allotment of 7,81,144 Equity Shares to
its ESOP Trust under its ESOP Policy Lloyds Metals and Energy Limited Employee Stock
Option Plan - 2017 ("ESOP 2017"). Further during the period under review
Company has made allotment of 9,541, Equity Shares to its ESOP Trust under its ESOP Policy
Lloyds Metals and Energy Employee Stock Option Scheme - 2024 ("ESOP 2024") of
the Company as amended from time to time,
v) Conversion of Warrants into Equity Shares
The Company has raised funds through a preferential issue of warrants to finance
capital expenditure for the expansion of the DRI plant and power plant at Ghugus, the
expansion of pellet capacity by setting up an additional 1 x 4 MTPA pellet plant at
Konsari, Gadchiroli, and for general corporate purposes. The approval of the Members of
the Company was duly obtained on 29th July, 2024.
Pursuant to the aforesaid approval, the Company allotted 3,67,95,000 convertible
warrants on a preferential basis at a subscription price of ^259 (Rupees Two Hundred
Fifty-Nine only) per warrant, being35%oftheissueprice.Eachwarrantentitledthe
holdertosubscribetooneequityshareoftheCompany having a face value of ^1 (Rupee One only)
each at an exercise price of ^481 (Rupees Four Hundred and
Eighty-Oneonly)perequityshare.Thetotalissueprice per equity share was ^740 (Rupees Seven
Hundred andFortyonly),includingapremiumof^739(Rupees
SevenHundredandThirty-Nineonly)perequityshare.
During the year, all warrant holders, including both promoters and non-promoters,
exercised their rights to convert the warrants into equity shares. Accordingly, the
Company received an aggregate amount of ^17,69,83,95,000 (Rupees One Thousand Seven
Hundred Sixty-Nine Crore Eighty-Three Lakh Ninety-Five Thousand only), in tranches, upon
conversion of 3,67,95,000 warrants into equity shares.
SHARE CAPITAL
vi) Issuance of 19,57,458 equity shares of the company on a preferential basis for
consideration other than cash, towards the acquisition of stake in Thriveni Pellets
Private Limited by way of a share swap
During the year under review, the Board of Directors, at its meeting held on 12th
August, 2025, approved the issuance of 19,57,458 (Nineteen Lakh Fifty-Seven Thousand Four
Hundred and Fifty-Eight) fully paid-up equity shares of face value of ? 1 (Rupee One) each
at an issue price of ? 1,460.50 (Rupees One Thousand Four Hundred Sixty and Fifty Paise
Only) per equity share, including a premium of ? 1459.50 (Rupees One Thousand Four Hundred
Fifty Nine and Fifty Paise Only) per share, on a preferential basis to Adler Industrial
Services Private Limited ("Adler"), a promoter shareholder of Thriveni
Pellets Private Limited ("TPPL"). The said issuance was undertaken for an
aggregate consideration comprising cash consideration of ? 200,00,00,000 (Rupees Two
Hundred Crores) and non-cash consideration of? 2,85,88,67,409 (Rupees Two Hundred
Eighty-Five Crore Eighty- Eight Lakh Sixty-Seven Thousand Four Hundred Nine), the latter
being discharged by way of a share swap in lieu of acquisition of 49% (Forty- Nine
percent) of the total issued, subscribed and paid-up equity share capital of TPPL from
Adler. The aforesaid preferential issue was subsequently approved by the shareholders of
the Company at the Extraordinary General Meeting held on 11th September, 2025.
vii) Pledge of equity shares of the Company by the Promoters
The pledge creation and release of equity shares by the Promoter and Promoter Group
entities during the year under review were duly disclosed to the stock exchanges within
the prescribed timelines and in compliance with the applicable provisions of the Listing
Regulations and other applicable statutory requirements.
viii) Provision of money by Company for purchase of its own shares by employees or by
trustees for the benefit of employees
The Company grants loan to its Lloyds Employee Welfare Trust for subscribing to or
purchasing fully paid-up equity shares of the Company, up to a limit of 5% of its paid-up
capital and free reserves or any other limit set by applicable laws. These shares may be
acquired in one or more tranches under the Lloyds Metals and Energy ESOP 2017 and ESOP
2024 or any other future employee benefit schemes.The purpose is to facilitate the
implementation of such schemes or any other permitted objectives, in full compliance with
the Securities and Exchange Board of India (Share Based Employees Benefit and Sweat
Equity) Regulations, 2021 ("SBEBSE Regulations") & Listing
Regulations, the Act 2013, and other applicable laws.
ix) Listing with the stock exchanges
Your Company's equity shares are listed on the BSE Limited ("BSE") and
the National Stock Exchange of India Limited ("NSE") (hereinafter
collectively referred to as "Stock Exchanges").
NON-CONVERTIBLE DEBENTURES
During the year under review, the Board of Directors of Lloyds Metals at its meeting
held on 12th August, 2025 approved the raising of funds through issue of
Non-Convertible Debentures ("NCDs") aggregating up to? 2,000 crores, with a
greenshoe option of?500 crores, in one or more tranches on a private placement basis. The
Company also received in-principle approval from the National Stock Exchange of India
Limited on 13th October, 2025 for listing of such securities.
Pursuant to the said approval, your Company allotted
60,000 secured listed NCDs having a face value of? 1,00,000 each, aggregating to ? 600
crores, on a private placement basis on January 30, 2026. Further, subsequent to the close
of the financial year 2025- 26, the Committee of the Board of Directors of the Company, at
its meeting held on 29th April, 2026, approved the issuance of Non-Convertible
Debentures aggregating up to ? 750 crores on a private placement basis, subject to
applicable regulatory/statutory approvals. The said issuance is within the limits
previously approved by the Board of Directors at its meeting held on 12th
August, 2025.
Further, subsequent to the close of the Financial Year 2025-26, the Board of Directors
at its meeting held on 5th May, 2026 also granted an enabling approval for
issuance of NCDs aggregating up to ? 2,000 crores, with a greenshoe option of? 500 crores,
in one or more tranches on a private placement basis, subject to applicable approvals.
STATEMENT OF DEVIATION (S) OR VARIATION(S) & UTILIZATION OF FUNDS
The Company had appointed India Ratings and Research Private Limited as the Monitoring
Agency for monitoring the utilization of proceeds from the following fund raises
undertaken by Lloyds Metals and Energy Limited:
Qualified Institutional Placement ("QIP"); Preferential Issue of
Warrants; and Preferential Issue of Equity Shares (For preferential issue of 19,57,458
equity shares during the Financial Year 2025-26) (collectively referred to as "Fund
Raises").
Subsequently, India Ratings and Research Private Limited resigned as the Monitoring
Agency for the Preferential Issue of Warrants and submitted its last monitoring report for
the quarter ended 31st December, 2025. Thereafter, the Board of Directors
appointed Acer Credit Rating Private Limited as the Monitoring Agency for the Preferential
Issue ofWarrantswith effect from January 1,2026.
The Monitoring Agencies have not observed any deviation in the utilization of proceeds
from the aforesaid Fund Raises. Accordingly, pursuant to Regulations 32 of the Listing
Regulations, the Company has filed NIL deviation reports along with the Monitoring Agency
Reports on a quarterly basis with BSE Limited and National Stock Exchange of India Limited
within the prescribed timelines.
The Monitoring Agency Reports are available on the website of the Company at www.llovds.in/investors/
company-disclosures/.
DEMATERIALIZATION OF SHARES / DEPOSITORY SYSTEM
The Company's equity shares are compulsorily tradable in electronic form. As on 31st
March, 2026, there were approximately 55,99,96,478 Equity Shares in dematerialized form
through depositories i.e. National
Securities Depository Limited and Central Depository Services (India) Limited, which
represents about 99.49% of the total issued, subscribed and paid-up capital of the
Company.
In light of the advantages provided by the depository system, shareholders holding
shares in physical form are encouraged to opt for the dematerialization (demat) facility.
SHARE BASED EMPLOYEE BENEFIT SCHEMES
The Company with the objective of introducing a longterm incentive tool to attract,
motivate, retain talent and reward loyalty, formulated ESOP 2017 for grant of a maximum of
1,11,29,129 and ESOP 2024 for grant of a maximum of 2,00,00,000 stock options respectively
to the eligible employees of the Company. Further during the Financial Year under review,
the Company had allotted 7,90,685 Equity Shares to the Lloyds Employees Welfare Trust
under ESOP 2017 and ESOP 2024
During the year under reviewyour Company has granted 26,78,757 Options to be vested
over a minimum period of 1 year to over 5 years as may be applicable as per the terms
& conditions of the grant.
The grant made also includes employees of the Subsidiaries/Associates of the Company.
This will create a sense of ownership among employees, focus on boosting morale and
create a healthy organisation and work culture and more importantly attract and retain the
best talent.
In compliance with the Regulation 13 of the Securities and Exchange Board of India
(Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SBEBSE
Regulations") a certificate from Secretarial Auditor of the Company, confirming
implementation of ESOP 2017 & ESOP 2024 in accordance with the said regulations will
be available electronically for inspection by the Members during the ACM of the Company.
As per Regulation 14 of the SBEBSE Regulations, read with SEBI Circular
CIR/CFD/POLICYCELL/2/2015 dated 16th June, 2015, and Rule 12(9) of the
Companies (Share Capital and Debentures) Rules, 2014, details of the Scheme are available
on the website of the Company at www.llovds.in/investors/shareholders-information/.
REGISTERED OFFICE
There was no change in the Registered Office of the Company during the Financial Year
under review. The present address of the Registered Office is as follows:
Plot No: A 1-2, MIDC Area, Ghugus, District Chandrapur - 442505, Maharashtra, India.
CORPORATE GOVERNANCE REPORT AND CERTIFICATE
The Corporate Governance Report and the certificate on Corporate Governance received
from the Secretarial Auditors of the Company for the Financial Year 2025-26, forms a part
of this Annual Report as required under Regulation 34 read with Schedule V(C) of the
Listing Regulations.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report of the Company for the Financial Year
2025-26 forms a part of this Annual Report as required under the Act, and Regulation
34(2)(e) read with Schedule V of the Listing Regulations.
CHANGE IN THE NATURE OF BUSINESS ACTIVITIES
During the year under review, there has been no change in the nature of the business of
the Company.
ALTERATION OF ARTICLES OF ASSOCIATION
There was no alteration of Articles of Association ("AOA") during the
Financial Year 2025-26. However, subsequent to the closure of the Financial Year 2025-26,
the Board of Directors of the Company at their meeting held on 05th May, 2026
approved alteration of the AOA of the Company for deletion of the provisions relating to
Common Seal pursuant to the applicable provisions of the Act, subject to the approval of
the Members at the ensuing Annual General Meeting.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments affecting the financial position of
the Company which have occurred between the end of the Financial Year of the Company to
which the financial statements relate and the date of this report.
BOARD OF DIRECTORS
A. Appointment
During the Financial Year 2025-26 following Directors were appointed:
(a) Mr. Sujit Kumar Varma (DIN: 09075212) was appointed as an Independent Director of
the Company, to hold office for a period of 5 Years from 12th August, 2025 to
11th August, 2030.
(b) Dr. Anita Rahul Shantaram (DIN: 00786517) was appointed as an Independent Director
of the Company, to hold office for a period of 5 Years from 12th August, 2025
to 11th August, 2030.
B. Re-appointment of Directors
During the Financial Year 2025-26, Babulal Agarwal (DIN: 00029389) and Rajesh Gupta
(DIN: 00028379), who were liable to retire by rotation, were re-appointed as Non-executive
Non-Independent Director and Managing Director, respectively, at the 48th
Annual General Meeting of the Company. However, based on the recommendation of the
Nomination and Remuneration Committee, the Board of Directors of the Company at its
meeting held on 5th May, 2026 approved the re-appointment of the following
Independent Directors, subject to the approval of the Members:
(a) Ramesh Luharuka (DIN: 00001380) as an Independent Director of the Company, for a
second term of five consecutive years commencing from 7th October, 2026 up to 6th
October, 2031; and
(b) Seema Saini (DIN: 09539941) as an Independent Director of the Company, for a second
term of five consecutive years commencing from 30th March, 2027 up to 29th
March, 2032.
The detailed profile of Mr. Ramesh Luharuka and Dr. Seema Saini, seeking re-appointment
at the forthcoming AGM as required under Secretarial Standard on General Meetings and
Regulation 36 of the Listing Regulations is provided separately by way of an Annexure to
the Notice of the Annual General Meeting which forms an integral part of this Annual
Report.
C. Retire by Rotation
Mr. Balasubramanian Prabhakaran, Managing Director (DIN: 01428366) is liable to retire
by rotation and being eligible, offers himself for reappointment at the ensuing 49th
AGM of the Company. Your Directors' recommend his reappointment.
Mr. Venkateswaran Soundrarajan, Executive Director (DIN: 08035383) is liable to retire
by rotation and being eligible, offers himself for reappointment at the ensuing 49th
AGM of the Company. Your Directors' recommend his reappointment.
The detailed profile of Mr. Balasubramanian Prabhakaran and Mr. Venkateswaran
Soundrarajan, seeking re-appointment at the forthcoming AGM as required under Secretarial
Standard on General Meetings and Regulation 36 of the Listing Regulations is provided
separately by way of an Annexure to the Notice of the Annual General Meeting which forms
an integral part of this Annual Report.
D. Change in Designation
During year, Mr. Shabbirhusein Shaikhadam Khandwawala's (DIN: 10821717) designation was
changed from Non-executive Independent Director to Non-executive Non-Independent Director
with effect from 12th August, 2025
E. Number of Meetings of The Board
The Board met 8 (Eight) times during the Financial Year 2025-26, the details of which
are given in the Corporate Governance Report forming part of the Annual Report. The
maximum interval between
any two meetings did not exceed 120 days, as prescribed in the Act and the Listing
Regulations.
F. Board Evaluation
Nomination and Remuneration Committee has laid down the criteria for evaluation of
performance of the Board, its committees and the directors. In compliance with Sections
134, 178 and Para II, V and VIII of Schedule IV of the Act and Regulation 17 of Para A of
Part D of Schedule II of the Listing Regulations, the Board of Directors, as per the
process recommended by the Nomination and Remuneration Committee, has evaluated the
effectiveness of the Board, its Committees and Directors. The evaluation process invited
responses to a structured questionnaire, which was largely in line with the SEBI Guidance
Note on Board Evaluation, for each aspect of the evaluation. All the results were
satisfactory.
G. Mode of Evaluation
Board assessment is conducted through a structured questionnaire. All the Directors
participated in the evaluation process. Further, a separate meeting of the Independent
Directors was conducted to review the performance of the Board as a whole and that of
Non-Independent Directors.
The above criteria are broadly based on the Guidance Note on Board Evaluation issued by
the Securities and Exchange Board of India on January 5, 2017.
The evaluation results were discussed at the meeting of Board of Directors, Committees
and the Independent Directors meeting. The Directors were satisfied with the overall
corporate governance standards, Board performance and effectiveness.
H. Declaration by Directors
The Independent Directors of the Company have submitted declaration of Independence, as
required pursuant to Section 149(6) of the Act, and provisions of the Listing Regulations,
stating that they have met the criteria of independence as provided therein.
The Board is of the opinion that all the Independent Directors possess integrity, have
relevant expertise, experience and fulfil the conditions specified under the Act, and the
Listing Regulations.
All the Directors of the Company have confirmed that they are not disqualified to act
as Director in terms of Section 164 of the Act.
The Board of Directors of the Company has taken on record the declaration and
confirmation submitted by the Independent Directors after undertaking due assessment of
the veracity of the same.
I. Familiarization Programme for Independent Directors
The familiarization programme is to update the Directors on the roles,
responsibilities, rights and duties under the Act and other statutes and about the overall
functioning and performance of the Company.
The Independent Directors have complete access to the information within the Company.
As a part of Agenda of Board/Committee Meetings, presentations are regularly made to the
Independent Directors. The detailed discussions and presentations on the sales, marketing,
credit and operations of the Company, business plans, financials, risks and mitigation
plans, compliances, major litigation, regulatory scenario etc. are facilitated by the
Company's senior management. It remains the constant endeavor of the Company to
continually update its Directors on the various developments, facilitate interaction with
various functional and department heads of the Company and external experts.
The policy and details of familiarization programme is available on the website of the
Company at www. Ilovds.in/investors/investor-policies/.
J. Directors' Responsibility Statement
To the best of their knowledge and belief and according to the information and
explanations obtained by them, your Directors make the following statements in terms of
Section 134(3)(c) of the Act:
(a) in the preparation of the Annual Financial Statements for the Financial Year ended
31st March, 2026, the applicable accounting standards have been followed along
with proper explanation relating to material departures, if any;
(b) such accounting policies as mentioned in the Notes to the Financial Statements have
been selected and applied consistently and
judgment and estimates have been made that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company as at 31st March,
2026 and of the profit of the Company for the Financial Year ended on that date;
(c) proper and sufficient care has been taken 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;
(d) the Annual Financial Statements have been prepared on a going concern basis;
(e) that proper Internal Financial Controls were in place and that the financial
controls were adequate and were operating effectively;
(f) that systems to ensure compliance with the provisions of all applicable laws were
in place and were adequate and operating effectively.
BOARD COMMITTEES
In order to strengthen functioning of the Board, the Board of Directors have
constituted following Committees as per the requirement of the Act and the Listing
Regulations:
(i) Audit Committee
(ii) Nomination & Remuneration Committee
(iii) Stakeholders' Relationship Committee
(iv) Environmental, Social and Governance and
Corporate Social Responsibility Committee
(v) Risk Management Committee
(vi) Committee of Board of Directors
Details of the Committees along with their terms of references, composition and
meetings held during the Financial Year under review are provided in the Corporate
Governance Report section which forms a part ofthisAnnual Report.
KEY MANAGERIAL PERSONNEL
In terms of Section 203 of the Act, the Key Managerial Personnel of the Company are Mr.
Rajesh Gupta, Managing Director, Mr. Balasubramanian Prabhakaran, Managing Director, Mr.
Riyaz Shaikh, Chief Financial Officer and Mr. Akshay Vora, Company Secretary &
Compliance Officer.
POLICIES
The Board of Directors of your Company, from time to time have framed and revised
various Polices as per the applicable Acts, Rules, Regulations and Standards for better
governance and administration of the Company. The Policies are made available on the
website of the Company at www.llovds.in/investors/investor-policies/. The policies
are reviewed periodically by the Board and updated based on need and requirements.
WHISTLE BLOWER & VIGIL MECHANISM POLICY
The Company promotes ethical behavior in all its business activities and in line with
the best governance practices. The Company has a robust vigil mechanism through its
Whistle Blower Policy approved and adopted by the Board of Directors of the Company.
The Whistle Blower Policy aims to:
v allow and encourage stakeholders to bring to the management's notice concerns about
unethical behavior;
v ensure timely and consistent organizational response;
v cultivate and fortify a culture of transparency and trust; and
v provide protection against victimisation.
In accordance with the provisions of Section 177(9) of the Act, read with Rule 7 of the
Companies (Meeting of the Board and its Powers) Rules, 2014 and Regulation 22 of the
Listing Regulations, the Directors and the employees have direct access to the Chairman as
well as the Members of the Audit Committee. No person was denied access to the Audit
Committee. Details of the vigil mechanism are explained in the Corporate Governance Report
and the Whistle Blower Policy is available on the website of the Company at www.lloyds.in/investors/
investor-policies/.
CORPORATE SOCIAL RESPONSIBILITY
The brief outline of the Corporate Social Responsibility ("CSR") policy
of the Company and the initiatives undertaken by the Company on CSR activities during the
Financial Year under review are set out as "Annexure - III" and
forms a part of this Annual Report. For other details regarding the CSR Committee, refer
to the Corporate Governance Report, which forms a part of this Annual Report. CSR Policy
is available on the website of the Company at www.lloyds.in/investors/investor-polides/.
The Company undertakes its major CSR activities via "Lloyds Infinite
Foundation", a Wholly-Owned Subsidiary of the Company.
NOMINATION AND REMUNERATION POLICY
The Nomination and Remuneration policy is available on the website of the Company at www.lloyds.in/investors/
investor-policies/ More details about the Nomination and Remuneration policy is
provided in Corporate Governance Report.
AUDITORS Statutory Auditor
Pursuant to Section 139 of the Act and the Rules made there under, the current
Statutory Auditor of the Company M/s. Todarwal & Todarwal LLP, Chartered Accountants
(FRN: 111009W/W100231) have been appointed for a period of 05 (Five) years i.e., one term
pursuant to Section 139 of the Companies Act, 2013 pursuant to the Members approval at the
45th (Forty Fifth) AGM of the Company held in the Year 2022 till the conclusion
of 50th (Fifth) AGM of the Company to be held in the Year 2027 (for one term of
five years), at a remuneration as may be mutually decided between the Board of Directors
and the Auditors.
M/s. Todarwal & Todarwal LLP have confirmed their eligibility to continue as the
Statutory Auditors of the Company under Sections 139 and 141 of the Act and the applicable
rules. Additionally, as required by the Listing Regulations, the Auditors have confirmed
that they hold a valid certificate issued by the Peer Review Board of the Institute of
Chartered Accountants of India.
Total fees for all services paid by the Company and its, subsidiaries, on a
consolidated basis, to the statutory auditor is provided in the Corporate Governance
Report section which forms a part of this Annual Report.
Statutory Audit Report
During the Financial Year 2025-26 there was no fraud occurred, noticed and/or reported
by the Statutory Auditors under Section 143(12) of the Act read with the Companies (Audit
and Auditors) Rules, 2014 (as amended from time to time).
The observations made by the Statutory Auditor in their Audit Report read with the
relevant notes thereof as stated in the Notes to the Audited Financial Statements of
Company for the Financial Year ended 31st March,
2026 are self-explanatory and being devoid of any reservation(s), qualification(s) or
adverse remark(s) etc. and hence, do not call for any further information(s)/
explanation(s) or comments from the Board under Section 134(3)(f)(i) of the Act.
Secretarial Auditor
Pursuant to Section 204 of the Act and the Rules made there under and Regulation 24A of
the Listing Regulations, on approval of the Members of the Company at their meeting held
on 2nd June, 2025 M/s. Mitesh Shah & Co., Company Secretaries (Firm
Registration No.: P2025MH104700), were appointed as Secretarial Auditors of the Company,
to hold office for a term of 5 (Five) consecutive years, commencing from the Financial
Year 2025-26 till Financial Year 2029-30.
Secretarial Audit Report
As required under provisions of Section 204 of the Act the report in respect of the
Secretarial Audit carried out by M/s. Mitesh Shah & Co., Practicing Company Secretary
(Membership No.: F10070, CP No.: 12891) in Form MR-3 for the F.Y. 2025-26 is annexed
hereto marked as "Annexure - IV" and forms part of this Report.
The Secretarial Compliance Report for the Financial Year ended 31st March,
2026, in relation to compliance of all the applicable Securities and Exchange Board of
India ("SEBI") Regulations/ circulars/ guidelines issued thereunder,
pursuant to the requirement of Regulation 24A of the Listing Regulations, is set out as "Annexure-
IV(A)" and forms a part of this Annual Report. The Secretarial Compliance Report
has been voluntarily disclosed as part of Annual Report as good disclosure practice.
Cost Auditor
As per the requirement of Central Government and pursuant to Section 148 of the Act
read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time,
your Company has been carrying out audit of cost records of the Company.
The Board of Directors, on the recommendation of Audit Committee, has appointed M/s
Singh M K & Associates, Cost Accountants as Cost Auditor to audit the cost accounts of
the Company for the Financial Year 2025-26 at a remuneration of 60,000/- (Rupees Sixty
Thousand only) per annum. As required underthe the Act a resolution seeking Members
approval for the remuneration payable for the Financial Year 2026-27 to the Cost Auditors
forms part of the Notice convening the Annual General Meeting.
Cost Audit Report
The Cost audit report for the Financial Year 2024-25 was filed within due time with the
Ministry of Corporate Affairs.
Internal Auditors
Pursuant to Section 138(1) of the Act read with the Companies (Accounts) Rules, 2014,
your Company is required to appoint an internal auditor to conduct internal audit of the
functions and activities of your Company.
Your Board of Directors based on the recommendation of the Audit Committee, had
approved the appointment of Protiviti India Member Private Limited to conduct the internal
audit of your Company for the Financial Year 2025-26.
MAINTENANCE OF COST RECORDS
The Company has maintained required cost accounts and records as prescribed under
Section 148(1) of the Companies Act, 2013.
RISK MANAGMENT & INTERNAL FINANCIAL CONTROLS
Management of risk has always been an integral part of the Company's strategy and
straddles its planning, execution and reporting processes and systems. Your Company
continues to focus on a system-based approach to business risk management.
Our success as an organization depends on our ability to identify and leverage the
opportunities while managing the risks. The Risk Management Committee is constituted to
frame, implement and monitor the risk management plan of the Company. The Risk Management
Committee of the Company has been entrusted by the Board with the responsibility of
reviewing the risk management process in the Company and ensuring that the risks are
brought within acceptable limits.
Our approach to risk management is to identify, evaluate risks and opportunities. This
framework is intended to assist in decision making process that will minimise potential
losses, improve the management in the phase of uncertainty and the approach to new
opportunities, thereby helping the Company to achieve its objectives.
Details of risks & concerns associated with the Company has been provided underthe
Management Discussion and Analysis Report.
The Risk Management policy is available on the website of the Company at www.lloyds.in/investors/investor-
policies/.
The Company's internal control systems are tailored to the specific nature of its
business, as well as the scale and intricacy of its operations. These systems undergo
regular testing by both Statutory and Internal Auditors, encompassing all offices,
factories, and pivotal business domains. The Company has implemented robust procedures to
ensure the systematic and effective management of its operations, encompassing adherence
to corporate policies, protection of assets, and the prevention and detection of
fraudulent activities and errors.
PARTICULARS OF LOAN, GUARANTEE AND INVESTMENT
Details of Loan, Guarantee and Investment covered under the provisions of Section 186
of the Act are given in the Notes to the Financial Statements, and forms a part ofthis
Annual Report.
PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
The Board of Directors have adopted the Policy on Materiality of Related Party
Transactions and Dealings with Related Party Transactions as per the applicable provisions
of the Act and the Listing Regulations and the same is available on the website of the
Company at www.llovds.in/investors/investor-policies/.
Particulars of contracts or arrangements or transactions with the related parties
referred to in Section 188 of the Companies Act, 2013, in the prescribed form AOC-2, are
enclosed with this report as "Annexure - V".
There were no materially significant Related Party Transactions entered by the Company
which may have a potential conflict with the interest of Company. All related party
transaction(s) are first placed before Audit Committee for approval and thereafter such
transactions are also placed before the Board for seeking their approval. The details of
Related Party Transactions, as required pursuant to respective Indian Accounting
Standards, have been stated in Note No. 38 to the Audited Financial Statement of Company
forming part of this Annual Report.
Pursuantto Regulation 23(9) ofthe Listing Regulations, your Company has filed the
reports on RPTs with the Stock Exchanges within the statutory timelines.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosure required in respect of employees of the Company, in terms of provisions of
Section 197 (12) of the Act read with Rule 5 ofthe Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is set out as "Annexure - VI" and
forms a part of this Annual Report.
Further, details of employee remuneration as required under provisions of Section
197(12) ofthe Act read with Rule 5(2) and 5(3) of the aforesaid Rules is available for
inspection at the Registered Office of your Company during working hours. As per second
proviso to Section 136(1) of the Act and second proviso of Rule 5 ofthe aforesaid Rules,
the Annual Report has been sent to the Members excluding the aforesaid exhibit. Any Member
interested in obtaining copy of such information may write to the Company Secretary &
Compliance Officer at investortcDlloyds.in.
COMPLIANCE OF SECRETARIAL STANDARDS OF (CS)
In terms of Section 118(10) of the Act, the Company states that the applicable
Secretarial Standards i.e., SS-1 and SS-2, issued by the Institute of Company Secretaries
of India, relating to Meetings ofthe Board of Directors and General Meetings respectively,
have been duly complied with.
FINANCE
(a) Credit Rating
Your Company continues to maintain strong credit ratings from leading rating agencies,
reflecting its robust financial position and prudent management practices.
In July 2025, the Company's credit ratings were reviewed by India Ratings and Research
Private Limited and CRISIL Ratings Limited. India Ratings affirmed the Company's Issuer
Rating at IND AA/ Stable and assigned a Long-Term Rating of IND AA/ Stable to the proposed
bonds aggregating to ? 2,500 crore and to the term loan of ? 1,000 crores. CRISIL Ratings
Limited assigned a Long-Term Rating of CRISIL AA/Stable to the Company's Non-Convertible
Debentures aggregating to ? 2,500 crore and to its bank loan facilities of? 1,000 crores.
Subsequently, in March 2026, India Ratings and Research Private Limited reaffirmed the
Company's Issuer Rating at IND AA/Stable. The Long-Term Rating of IND AA/Stable was
reaffirimed for bank loan facilities aggregating to Rs.1,000 crore and Rs.7,503 crores.
Further, the Company's Non-Convertible Debentures/ Bonds aggregating to Rs.2,500 crores
continued to carry a Long-Term Rating of IND AA/Stable, along with a short-term rating of
IND A1+ where applicable.
Subsequently, in April 2026, Crisil Ratings Limited has assigned/reaffirmed its
credit ratings. The Bank Loan Facilities, amounting to R8,500 crore (enhanced from R1,000
crore), have been rated CRISIL AA/Stable (reaffirmed) for long-term and CRISIL A1+
(assigned) for short-term. The NonConvertible Debentures of R2,500 crore have been rated
CRISIL AA/Stable (reaffirmed).
These ratings underscore the Company's strong credit profile, financial discipline, and
stable outlook.
As on 31st March, 2026, the total borrowings of the Company stood at
Rs.5,419.38 Crores (Rupees Five Thousand Four Hundred Nineteen Crores and Thirty- Eight
Lakhs only), of which Rs.2,598.26 Crores (Rupees Two Thousand Five Hundred Ninety-Eight
Crores and Twenty-Six Lakhs only) comprised unsecured debt and Rs.2,821.12 Crores (Rupees
Two Thousand Eight Hundred Twenty-One Crores and Twelve Lakhs only) comprised secured
debt. Given the capital-intensive nature of the industry in which the Company operates,
the Board of Directors, at its meeting held on 12th August, 2025, approved the
revision of the overall borrowing limits pursuant to Section 180(1)(c) of the Companies
Act, 2013.
In addition, the Board also approved the creation of charges on the Company's movable
and immovable assets, both present and future, in accordance with Section 180(1)(a) of the
Act, for securing the borrowings already made or to be made under the revised borrowing
limits and the limits under section 180(1)(a) and 180(1)(c) were approved by the Members
at the Extraordinary General Meeting held on 11th September, 2025.
Further the Board of Directors of the Company at its meeting held on 5th
May, 2026 approved revision in limits under section 180(1)(a), 180(1)(c) and 186 of the
Companies Act subject to approval of the members at the ensuing Annual General Meeting
of the Company.
(b) Deposits
During the year under review, the Company has neither accepted any deposits nor there
were any amounts outstanding at the beginning of the year which were classified as
"Deposits" in terms of Section 73 of the Act read with the Companies (Acceptance
of Deposit) Rules, 2014 and hence, the requirement for furnishing of details of deposits
which are not in compliance with the Chapter V of the Act is not applicable.
DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL
No significant and material orders have been passed by any Regulator or Court or
Tribunal which can have impact on the going concern status and the Company's operations in
future.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has zero tolerance for sexual harassment at workplace and has adopted a
Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line
with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Internal Complaints
Committee ("ICC") is in place for all works and offices of the Company to
redress complaints received regarding sexual harassment. The policy on Prohibition,
Prevention & Redressal of Sexual Harassment is available on the website of the Company
at www. l loyds.i n/i nvesto rs/i nvestor- policies/.
During the Financial Year under review, no complaints with allegation of sexual
harassment were filed with the ICC.
Number of complaints of sexual harassment received in the year |
Number of complaints disposed off during the year |
Number of cases pending for more than ninety days |
Nil |
Nil |
Nil |
MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT, 1961
The Company confirms that it has duly complied with the provisions of the Maternity
Benefit Act, 1961. All eligible women employees have been extended the statutory benefits
prescribed under the Act, including paid maternity leave, continuity of salary and service
during the leave period, and post-maternity support such as nursing breaks and flexible
return-to-work options, as applicable. The Company remains committed to fostering an
inclusive and supportive work environment that upholds the rights and welfare of its women
employees in accordance with the applicable laws.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The disclosure of particulars with respect to Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) of
the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is set out as "Annexure
- VII" and forms a part of this Annual Report.
BUSINESS RESPONSIBILITY AND SUSTAINIBILITY REPORT ("BRSR")
In terms of Regulation 34(2)(f) of the Listing Regulations the Company's Business
Responsibility and Sustainability Reporting describing the initiatives taken by the
Company from an environmental, social and governance perspective forms part of this Annual
Report and has been hosted on the website of the Company at www.lloyds.in/investors/annual-report-and-financial-
results/.
ANNUAL RETURN
Pursuant to Section 92(3) read with section 134(3) (a) of the Act, copies of the Annual
Returns of the Company prepared in accordance with Section 92(1) of the Act read with Rule
11 of the Companies (Management and Administration) Rules, 2014 is hosted on the website
of the Company at www.lloyds.in/investors/shareholders- information/.
LISTING FEES
The listing fees payable for the Financial Year 2025-26 has been paid to BSE Limited
and National Stock Exchange of India Limited within due date.
UNCLAIMED SUSPENSE ACCOUNT
Aggregate number of shareholders and the outstanding
shares in the suspense account lying at the beginning of the year |
Number of shareholders who approached issuer for
transfer of shares from suspense account during the year |
Number of shareholders to whom shares were
transferred from suspense account during the year |
Aggregate number of shareholders and the outstanding
shares in the suspense account lying at the end of the year |
Nos. of holders |
Nos. of Shares |
Nos. of holders |
Nos. of Shares |
Nos. of holders |
Nos. of Shares |
Nos. of holders |
Nos. of Shares |
2325 |
2654450 |
114 |
191000 |
86 |
128700 |
2240 |
2525750 |
RISK ARISING OUT OF LITIGATION, CLAIMS AND UNCERTAIN TAX POSITIONS
The Company is exposed to a variety of different laws, regulations, positions and
interpretations thereof which encompasses Direct/In-Direct taxation and legal matters. In
the normal course of business, provisions and contingencies may arise due to uncertain tax
positions and legal matters. Based on the nature of matters, the management applies
various parameters when considering evaluation of risk, expert opinions, including how
much provision to be made in books of accounts considering the potential exposure of each
of the matters in consultation with the Statutory Auditors. The aforesaid potential
exposures may change substantially over time as new facts emerge as each matter
progresses, hence these are reviewed regularly/periodically.
ENVIRONMENT, HEALTH & SAFETY
The Company is committed to maintaining the highest standards of Environment, Health,
and Safety ("EHS") across all its operations. Our EHS policies are
designed to minimize environmental impact, ensure the health and safety of our employees,
and promote sustainable practices throughout our business processes. In line with global
best practices, we continuously review and enhance our EHS strategies to ensure compliance
with regulatory requirements, mitigate potential risks, and foster a culture of safety and
environmental responsibility. Through regular training, monitoring, and audits, we aim to
create a safe and sustainable work environment that not only protects our workforce but
also contributes to the well-being of the communities we operate in.
GENERAL DISCLOSURE
During the Financial Year under review:
(a) There was no change in the nature of business of the Company.
(b) The Company has not issued Equity Shares with differential rights as to dividend,
voting or otherwise, pursuant to the provisions of Section 43 of the Act and Rules made
thereunder.
(c) The Company has not bought back its shares, pursuant to the provisions of Section
68 of the Act and Rules made thereunder.
(d) The Company has not issued any Sweat Equity Shares to its Directors or employees.
(e) The Company has not failed to implement any corporate action.
(f) The Company has not made any provisions of money or has not provided any loan to
the employees of the Company for purchase of shares of the Company, pursuant to the
provisions of Section 67 of the Act and Rules made thereunder.
(g) The Company has not accepted any deposit from the public, pursuant to the Chapter V
of the Act and Rules made thereunder.
(h) There was no revision of financial statements and Board's Report of the Company.
(i) There was no significant material orders passed by the Regulators/Courts which
would impact the going concern status of the Company and its future operations.
(j) There were no significant material changes and commitments affecting the financial
position of the Company, which have occurred between the end of the Financial Year of the
Company to which the Financial Statements relate and the date of this Report.
(k) Mr. Balasubramanian Prabhakaran, Managing Director of the Company, is drawing
remuneration from Thriveni Earthmovers and Infra Private Limited, a subsidiary of the
Company. Except as stated above, no other Managing Director or Whole-time Director of the
Company received any remuneration or commission from any of its subsidiaries or
associates.
(l) No application has been made under the Insolvency and Bankruptcy Code, hence, the
requirement to disclose the details of application made or any proceeding pending under
the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the
end of the Financial Year is not applicable.
(m) The requirement to disclose the details of difference between amount of the
valuation done at the time of onetime settlement and the valuation done, while taking loan
from the Banks or Financial Institutions along with the reasons thereof, is not
applicable.
(n) The securities were not suspended from trading during the year due to corporate
actions or otherwise.
(o) No candidate was nominated by small shareholders in terms of Section 151 of the
Act.
(p) None of the Auditors and/or Secretarial Auditors, resigned during theyear.
(q) There was no delay, in holding Annual General Meeting.
(r) There was no change in Auditors.
(s) There was no re-appointment of Independent Director during theyear under review.
(t) The financial statements of the Company and its subsidiaries are placed on the
Company's website at www.lloyds.in/investors/annual-report-and- financial-results/.
(u) The Cash Flow Statement for the Financial Year 2025-26 is attached to the Balance
Sheet which forms part of this Annual Report.
(v) During theyear, all recommendations made by the committees were approved by the
Board.
ACKNOWLEDGEMENTS
Your Directors would like to take this opportunity to express their sincere gratitude
to all of the employees, customers, and suppliers who have contributed to our success over
the past year. Their hard work, dedication, and support have been instrumental in
achieving the goals and driving the business forward. We would also like to thank our
Members for their continued trust and investment in the Company. We are committed to build
strong relationships with all of our stakeholders, and we value their feedback and input
as we strive to improve and grow our business. We are proud of what we have accomplished
together, and we look forward to continued success in theyears ahead.
|
For and on behalf of the Board of Directors |
|
Lloyds Metals and Energy Limited |
|
Mukesh Gupta |
Date: 05th May, 2026 |
Chairman |
Place: Mumbai |
DIN: 00028347 |
|