Key Decisions and Quantitative Details

1. Acquisition of Steel Infra Solutions Company Limited (SISCOL)

The Board approved entering into a Share Purchase, Share Subscription and Shareholders' Agreement (SPSSHA) dated June 18, 2026 between the Company, Lloyds Enterprises Limited (holding company), Streamland Estate LLP, SISCOL, and SISCOL shareholders.

Acquisition Structure:

  • Total acquisition: Up to 3,57,80,117 equity shares of SISCOL (88.12% of total outstanding equity)
  • Total consideration: Approximately ₹1,073.40 Crore
  • Breakdown:
  • Lloyds Engineering Works Limited: Up to 2,11,80,117 shares (52.16%) for ₹635.40 Cr (part cash, part share swap)
  • Lloyds Enterprises Limited: Up to 73,00,000 shares (17.98%) for ₹219 Cr (cash)
  • Streamland Estate LLP: Up to 73,00,000 shares (17.98%) for ₹219 Cr (cash)

Target Company Details (SISCOL):

  • Business: Heavy steel fabrication and infrastructure solutions serving energy, infrastructure and industrial segments
  • Financials (FY 2025-26): Turnover ₹816.87 Crores, Net Profit ₹43.42 Crores
  • Authorized Share Capital: ₹65.00 Crores (6.5 crore equity shares of ₹10 each)
  • Paid-up Capital: ₹40.60 Crores (4.06 crore equity shares of ₹10 each)
  • Order Book: ₹1,134 Crores (as mentioned in press release)
  • Incorporation: October 12, 2017 (CIN: U27300DL2017PLC324842)
  • Manufacturing Capacity: 100,000 MT per annum across six facilities
  • Land Area: 25 acres (101,920 sq mt)
  • Historical Turnover: FY 2024-25: ₹636.10 Cr, FY 2023-24: ₹573.49 Cr

Transaction Rationale:

  • Expansion of capabilities and product portfolio
  • Operating synergies in procurement, engineering, manufacturing optimization
  • Strengthening of order book and customer offering
  • Pathway to future listing of SISCOL within 30 months from Stage 1 completion

Consideration Details:

  • Company's acquisition cost: Up to ₹635.40 Crores
  • Cash consideration: ₹131.84 Crores for 43,94,907 shares (10.82%)
  • Non-cash consideration (share swap): Issue of 7,06,74,554 equity shares at ₹71.25 each for 1,67,85,210 shares (41.34%)

2. Preferential Allotment for SISCOL Acquisition

Subject to shareholder and regulatory approvals, the Board approved:

  • Issuance of up to 7,06,74,554 Equity Shares of face value ₹1 each
  • Issue price: ₹71.25 per share (₹1 face value + ₹70.25 premium)
  • Total amount: ₹503.56 Crores
  • To 27 non-promoter selling shareholders of SISCOL
  • Against acquisition of 1,67,85,210 equity shares (41.34%) of SISCOL

Allottee Details (Annexure 2A):

Major allottees include Ravikant Uppal (9.23%, 37,47,606 shares), Surin Holdings LLP (7.23%, 29,35,478 shares), MK Ventures (4.27%, 17,32,650 shares), and others

3. Additional Preferential Allotment for Cash

Subject to approvals, the Board approved:

  • Issuance of up to 7,00,000 Equity Shares of face value ₹1 each
  • Issue price: ₹71.25 per share (₹1 face value + ₹70.25 premium)
  • Total amount: ₹4.98 Crores
  • To Prime Securities Limited (non-promoter)

4. Other Board Approvals

  • Convening Extra Ordinary General Meeting on Wednesday, July 15, 2026
  • Appointment of Harshvardhan Tarkas, Practicing Company Secretary as Scrutinizer for e-voting
  • Cut-off date for EGM eligibility: July 8, 2026
  • Borrowings from Banks/Financial Institutions not exceeding ₹1,000 Crores
  • Investment in Lloyds Advance Defence Systems Limited not exceeding ₹2.5 Crores
  • Revised Notice of Annual General Meeting scheduled for August 6, 2026

5. Transaction Timeline and Approvals

  • Indicative completion date: July 31, 2026 (extendable for shareholder and stock exchange approvals)
  • Required approvals: Shareholder approval in EGM, stock exchange approvals
  • No government or regulatory approvals required except shareholder and stock exchange approvals

6. Meeting Details

  • Date: June 18, 2026 (Thursday)
  • Time: 12:00 p.m. to 2:45 p.m.

Strategic Objectives

As stated in the press release, the acquisition aims to create one of India's most integrated engineering, structural fabrication and EPC platforms, targeting ₹10,000+ crore revenue by FY29/30.

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