Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Lloyds Engineering Works Limited

Meeting Details

  • Date: Friday, October 16, 2026
  • Time: 2:45 p.m. (IST)
  • Location: Conducted through Video Conferencing (VC)/Other Audio Visual Means (OAVM)
  • Type: Court Convened Meeting of Unsecured Creditors

Proposed Resolutions and Implications

The Scheme provides for:

  • Merger of LICL, MHPL, and TIPL with LEWL and dissolution of these companies without winding up
  • Issuance of shares to shareholders of LICL and MHPL pursuant to the merger
  • Cancellation of existing equity shares in LICL, MHPL, and TIPL held by LEWL

Share Exchange Ratios:

  • For LICL shareholders: 1,798 equity shares of LEWL (face value ₹1) for every 1,500 equity shares of LICL (face value ₹1)
  • For MHPL shareholders: 94 equity shares of LEWL (face value ₹1) for every 5 equity shares of MHPL (face value ₹10)
  • No consideration for TIPL shareholders as it is wholly owned by LEWL

Rationale and Benefits:

  • Creation of a unified engineering and infrastructure company
  • Leverage LICL's robust order book of over ₹4,500 crores
  • Expanded operational scale in India and enhanced competitiveness
  • Operational efficiency through elimination of duplication/redundant functions
  • Cost synergies with reduction in general and administrative expenses
  • Enhanced financial strengths with large net worth and strong asset base
  • Simplified shareholding and group structure

Voting Process and Methods

The Company has appointed National Securities Depository Limited (NSDL) to provide:

1. Remote e-voting facility prior to the meeting

2. E-voting facility during the meeting

3. VC/OAVM facility for attending the meeting

Remote e-voting schedule:

  • Commences: Monday, October 12, 2026 at 9:00 a.m. (IST)
  • Ends: Thursday, October 15, 2026 at 5:00 p.m. (IST)

E-voting event number (EVEN): 142933

Unsecured creditors as on the cut-off date (March 31, 2026) are entitled to vote. Physical attendance has been dispensed with, and proxy facility is not available.

Key Financial Information of Companies Involved

Lloyds Infrastructure & Construction Limited (LICL):

  • Incorporated: April 12, 2023
  • Business: Construction activities including road infrastructure, bridge infrastructure, railway infrastructure
  • Authorized Capital: ₹45,00,00,000
  • Paid-up Capital: ₹40,50,00,000
  • FY 2025-26 Revenue: ₹1,902.25 crores
  • FY 2025-26 PAT: ₹173.81 crores
  • Total Assets (Mar 31, 2026): ₹1,315.93 crores
  • Total Liabilities (Mar 31, 2026): ₹1,012.61 crores
  • Unsecured Creditors: ₹595.93 crores (1,192 creditors)

Metalfab Hightech Private Limited (MHPL):

  • Incorporated: April 17, 1996
  • Business: Heavy fabrication for steel, railways and infrastructure industries
  • Authorized Capital: ₹3,30,00,000
  • Paid-up Capital: ₹2,87,50,000
  • FY 2025-26 Revenue: ₹173.36 crores
  • FY 2025-26 PAT: ₹33.47 crores
  • Total Assets (Mar 31, 2026): ₹321.6 crores
  • Total Liabilities (Mar 31, 2026): ₹269.67 crores
  • Unsecured Creditors: ₹46.80 crores (205 creditors)

Techno Industries Private Limited (TIPL):

  • Incorporated: May 1, 2000
  • Business: Manufacturing of elevators, escalators, motors and pumps
  • Authorized Capital: ₹15,00,00,000
  • Paid-up Capital: ₹12,49,99,990
  • FY 2025-26 Revenue: ₹185.74 crores
  • FY 2025-26 PAT: ₹5.20 crores
  • Total Assets (Mar 31, 2026): ₹240.83 crores
  • Total Liabilities (Mar 31, 2026): ₹158.55 crores
  • Unsecured Creditors: ₹44.85 crores (528 creditors)

Lloyds Engineering Works Limited (LEWL):

  • Incorporated: September 19, 1994
  • Business: Process plant equipment manufacturing and engineering solutions
  • Authorized Capital: ₹200,00,00,000
  • Paid-up Capital: ₹154,95,26,857
  • FY 2025-26 Revenue: ₹1,052.22 crores
  • FY 2025-26 PAT: ₹118.27 crores
  • Unsecured Creditors: ₹104.54 crores (1,012 creditors)

Regulatory Approvals and Compliance

The Scheme has received:

  • Observation Letters from BSE (May 19, 2026) and NSE (May 18, 2026)
  • Approval from Competition Commission of India (May 12, 2026)
  • No Objection Certificate from lending scheduled commercial banks/financial institutions
  • Board approvals from all companies involved (December 29, 2025)

Scrutinizer Appointment

Mr. Harshvardhan Tarkas (COP No. A24169 and Membership No. ACS 30701) has been appointed to scrutinize the remote e-voting process before the meeting as well as e-voting during the meeting.

Compliance Confirmation

The disclosure confirms compliance with:

  • Sections 230-232 of the Companies Act, 2013
  • Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016
  • SEBI Listing Regulations and applicable SEBI Circulars
  • Secretarial Standards-2