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

Lloyds Engineering Works Limited

Meeting Details

  • Date: Friday, October 16, 2026
  • Time: 11:30 a.m. IST
  • Location: Conducted through Video Conferencing (VC)/Other Audio Visual Means (OAVM)
  • Type: Court Convened Meeting of Equity Shareholders
  • Cut-off date for eligibility: Friday, October 09, 2026 (shareholders recorded in Register of Members or Beneficial Owners as on this date are entitled to vote)

Summary of Proposed Resolutions

The sole resolution proposes approval of the Scheme of Merger by Absorption under Sections 230-232 of the Companies Act, 2013. Key aspects include:

  • Merger of LICL, MHPL, and TIPL into LEWL with dissolution without winding up
  • Share exchange ratios:
  • LICL shareholders: 1,798 LEWL equity shares (face value ₹1) for every 1,500 LICL equity shares (face value ₹1)
  • MHPL shareholders: 94 LEWL equity shares (face value ₹1) for every 5 MHPL equity shares (face value ₹10)
  • TIPL shareholders: No consideration as it is wholly owned by LEWL
  • Appointed Date: April 1, 2025 (subject to NCLT approval)
  • Rationale: Create unified engineering entity, leverage LICL's ₹4,500 crore order book, achieve operational synergies, cost reductions, and simplified corporate structure

Voting Process and Methods

The Company has appointed National Securities Depository Limited (NSDL) to manage the voting process:

  • Remote e-voting period: Monday, October 12, 2026 (9:00 a.m.) to Thursday, October 15, 2026 (5:00 p.m.)
  • E-voting during meeting: Available for those who haven't voted remotely
  • Voting methods: Electronic voting through NSDL platform
  • EVEN (E-voting event number): 142511
  • Shareholders can opt for only one mode of voting (remote e-voting or e-voting at meeting)

Key Voting Requirements

  • The Scheme requires approval by majority of persons representing three-fourths in value of equity shareholders voting
  • As per SEBI Master Circular, the Scheme must also be approved by majority of public shareholders voting in favor

Scrutinizer Appointment and Role

Mr. Harshvardhan Tarkas (COP No. A24169, Membership No. ACS 30701) has been appointed as Scrutinizer to:

  • Scrutinize the remote e-voting process before the meeting
  • Scrutinize e-voting during the meeting
  • Ensure fair and transparent voting process
  • Submit report to the Chairperson after vote counting

Compliance with Laws and Regulations

The disclosure confirms compliance with:

  • Companies Act, 2013 (Sections 230-232)
  • Companies (Compromises, Arrangements and Amalgamations) Rules, 2016
  • SEBI Listing Obligations and Disclosure Requirements Regulations, 2015
  • SEBI Master Circular SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023
  • MCA General Circulars regarding e-voting and virtual meetings
  • Secretarial Standard-2 on General Meetings

Additional Financial and Legal Information

  • The Scheme has received observation letters from BSE (May 19, 2026) and NSE (May 18, 2026)
  • Competition Commission of India approval obtained on May 12, 2026
  • No objection certificate obtained from lending banks/financial institutions
  • Valuation report provided by Bansi S. Mehta Valuers LLP dated December 29, 2025
  • Fairness opinion from Mark Corporate Advisors dated December 29, 2025
  • Statutory auditors of all companies have certified accounting treatment compliance with Indian Accounting Standards
  • Detailed financial information for all companies for FY 2023-24, 2024-25, and 2025-26 provided in annexures
  • Pre and post-merger shareholding patterns disclosed
  • All relevant documents available for inspection at registered office until meeting date