Meeting Details

  • Date: October 16, 2026
  • Time: 11:30 a.m. to 12:25 p.m. IST
  • Type: Court Convened Meeting of Equity Shareholders
  • Location: Conducted through Video Conferencing/Other Audio-Visual Means
  • Deemed Venue: Registered Office at Plot No A-5/5, MIDC Industrial Area, Murbad Rd, Thane, Maharashtra, India, 421401
  • Chairperson: Mr. Pranay Luniya, Practicing Chartered Accountant
  • Scrutinizer: Harshvardhan Tarkas, Practicing Company Secretary

Proposed Resolutions and Implications

The single special resolution sought approval for the Scheme of Merger by Absorption of:

1. Lloyds Infrastructure & Construction Limited (First Transferor Company)

2. Metalfab Hightech Private Limited (Second Transferor Company)

3. Techno Industries Private Limited (Third Transferor Company)

with Lloyds Engineering Works Limited (Transferee Company) and their respective shareholders.

The resolution authorized the Board to implement the scheme subject to NCLT approval and other regulatory approvals, with power to accept modifications and delegate authority.

Voting Process and Methods

  • Record Date: October 9, 2026
  • Total Shareholders on Record Date: 418,519
  • Remote e-voting period: October 12, 2026 (9:00 AM) to October 15, 2026 (5:00 PM)
  • E-voting during meeting: For shareholders who hadn't voted remotely
  • Service Provider: National Securities Depository Limited (NSDL)
  • Meeting Attendance: 4 Promoter/Promoter Group members and 44 Public shareholders via VC/OAVM

Key Voting Outcomes

Overall Results:

  • Total Votes Cast: 940,480,048 shares (60.754% of outstanding shares)
  • Votes in Favor: 940,119,665 shares (99.9617% of votes polled)
  • Votes Against: 360,383 shares (0.0383% of votes polled)
  • Resolution: Passed

Category-wise Breakdown:

Promoter & Promoter Group:

  • Total Shares: 620,410,542
  • Votes Polled: 620,410,542 (100% participation)
  • Votes in Favor: 620,410,542 (100%)
  • Votes Against: 0 (0%)

Public Institutions:

  • Total Shares: 50,302,226
  • Votes Polled: 31,021,186 (61.6696% participation)
  • Votes in Favor: 31,021,186 (100%)
  • Votes Against: 0 (0%)

Public Non-Institutions:

  • Total Shares: 877,300,898
  • Votes Polled: 289,048,320 (32.9475% participation)
  • Votes in Favor: 288,687,937 (99.8753%)
  • Votes Against: 360,383 (0.1247%)

Regulatory Threshold Tests:

Section 230 3/4th Majority Test:

  • Votes with Assent: 940,119,665 (99.96% of valid votes)
  • Required Threshold: >75% - PASSED

SEBI Circular Public Shareholder Test:

  • Public Votes with Assent: 319,709,123 (99.89% of public valid votes)
  • Required Threshold: >50% - PASSED

Voter Participation Details:

Remote E-Voting (Prior to Meeting):

  • Voters with Assent: 393
  • Voters with Dissent: 6
  • Total Voters: 399
  • Value of Shares: INR 940,474,416

E-Voting During Meeting:

  • Voters with Assent: 5
  • Total Voters: 5
  • Value of Shares: INR 5,632

Scrutinizer's Role and Findings

Harshvardhan Tarkas, appointed by NCLT, verified that:

  • The voting process was conducted fairly and transparently
  • NSDL provided the e-voting system and results
  • Votes were unblocked and counted in presence of two witnesses (Mr. Nikhil Tarkas and Mrs. Manisi Tarkas)
  • All procedures complied with NCLT order dated August 19, 2026

Compliance with Regulations

The company confirmed compliance with:

  • SEBI (LODR) Regulations, 2015 Regulation 44
  • Companies Act, 2013 Sections 108, 230-232
  • Companies (Management and Administration) Rules, 2014 Rule 20
  • Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 Rule 6
  • SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023
  • NCLT Order dated August 19, 2026 (CA(CAA)-124/MB/2026)

Notices were sent electronically to shareholders with registered email IDs and via speed post to others. Publications appeared in Business Standard (English) and Loksatta (Marathi) on September 12, 2026.