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

Lloyds Engineering Works Limited

Meeting Details

The meeting was held on Friday, October 16, 2026, at 11:30 A.M. IST through Video Conferencing/Other Audio Visual Means (VC/OAVM). This was a Court Convened Meeting directed by the Hon'ble National Company Law Tribunal, Mumbai Bench vide its order dated August 19, 2026, in Company Scheme Application No. C.A. (CAA) No.124/MB/2026.

Proposed Resolutions and Implications

The single resolution proposed was: "Approval of Scheme of Merger by Absorption of Lloyds Infrastructure & Construction Limited ('First Transferor Company'), Metalfab Hightech Private Limited ('Second Transferor Company') and Techno Industries Private Limited ('Third Transferor Company') with Lloyds Engineering Works Limited ('Transferee Company') and their respective shareholders ('Scheme') under Section 230 to Section 232 of the Companies Act, 2013 ('the Act') and rules made thereunder."

The Scheme involves the absorption of three companies into Lloyds Engineering Works Limited. The Chairman informed shareholders that the Scheme, if approved, would be subject to subsequent approval of the Hon'ble NCLT and other regulatory or statutory authorities as necessary.

Voting Process and Methods

The Company provided electronic voting facilities through NSDL. The voting process included:

  • Remote e-voting period: Monday, October 12, 2026 (9:00 A.M. IST) to Thursday, October 15, 2026 (5:00 P.M. IST)
  • E-voting during the meeting: Available for shareholders who had not voted remotely
  • Cut-off date for voting rights: Friday, October 09, 2026
  • Physical attendance and proxy appointments were not permitted for this meeting

Approval Requirements

The Chairman specified two conditions for Scheme approval:

1. The resolution must be approved by a majority in number representing three-fourths in value of equity shareholders present and voting (Section 230(6) of Companies Act, 2013)

2. Votes cast by public shareholders in favour must exceed votes cast against (per SEBI Master Circular dated June 20, 2023)

Meeting Proceedings and Attendees

The meeting was chaired by Mr. Pranay Luniya, Practicing Chartered Accountant, appointed as Chairperson by the Hon'ble Tribunal. Mr. Harshvardhan Tarkas, Practicing Company Secretary, was appointed as Scrutinizer by the Hon'ble Tribunal.

Attendees included:

  • Mr. Devidas Kambale (Independent Director)
  • Mr. Kishor Kumar Mohanlal Pradhan (Independent Director)
  • Mr. Ashok Tandon (Independent Director)
  • Mr. Rajashekhar Mallikarjun Alegavi (Non-Executive Director)
  • Mr. Lakshman Ananthsubramanian (Independent Director)
  • Mrs. Alka Upadhyay (Independent Director)
  • Mr. Kalpesh P. Agrawal (Chief Financial Officer)
  • Ms. Rahima Shaikh (Company Secretary & Compliance Officer)

The meeting included a briefing on the Scheme's salient features and rationale, followed by a Q&A session with pre-registered shareholder speakers. The meeting concluded at 12:25 PM IST after being kept open for 15 minutes for additional e-voting.

Results Disclosure and Compliance

The e-voting results along with the Scrutinizer's Report were to be communicated to Stock Exchanges within two working days from meeting conclusion and placed on the websites of the Company, NSDL, and stock exchanges.

The disclosure confirms compliance with Companies Act, 2013 and SEBI LODR Regulations, 2015 regarding the voting process and shareholder communication.