Key Resolutions for Shareholder Approval

Item 1: Approval of Material Related Party Transaction Limits between LMEL and TIPL

  • Resolution Type: Ordinary Resolution
  • Parties: Lloyds Metals and Energy Limited (LMEL) and Techno Industries Private Limited (TIPL)
  • Transaction Value: Up to ₹125 crore (Rupees One Hundred Twenty-Five Crore only)
  • Period: 25th September 2026 to 24th September 2027
  • Nature of Transactions: Purchase of Goods (₹25 crore) and Sale of Goods (₹100 crore)
  • Relationship: TIPL is Wholly Owned Subsidiary of Lloyds Engineering; LMEL shares common promoters (Mr. Mukesh Gupta and Mr. Rajesh Gupta)
  • Previous Transactions: FY25-26 Sales of ₹6.53 crore between TIPL and LMEL
  • Materiality: Represents 67.30% of TIPL's annual standalone turnover (₹185.74 crore for FY25-26)

Item 2: Approval of Material Related Party Transaction Limits between LMEL and MHPL

  • Resolution Type: Ordinary Resolution
  • Parties: Lloyds Metals and Energy Limited (LMEL) and Metalfab Hightech Private Limited (MHPL)
  • Transaction Value: Up to ₹350 crore (Rupees Three Hundred Fifty Crore only)
  • Period: 25th September 2026 to 24th September 2027
  • Nature of Transactions: Purchase of Goods (₹50 crore) and Sale of Goods (₹300 crore)
  • Relationship: MHPL is Material Subsidiary of Lloyds Engineering; LMEL shares common promoters
  • Previous Transactions: FY25-26 Sales of ₹82.11 crore between MHPL and LMEL
  • Materiality: Represents 201.89% of MHPL's annual turnover (₹173.36 crore for FY25-26)

Item 3: Variation in Objects of Rights Issue

  • Resolution Type: Special Resolution
  • Original Issue Size: ₹987.25 crore raised through Rights Issue (Letter of Offer dated April 19, 2025)
  • Utilization Status as of 30th June 2026: ₹660.52 crore utilized, ₹326.73 crore unutilized
  • Proposed Variation: Reallocation of ₹86.59 crore from various objects to Working Capital Requirements
  • ₹59.00 crore from acquisition of Bhilai Engineering assets
  • ₹8.59 crore from capital expenditure at Murbad workshops
  • ₹11.77 crore from machinery purchase at Techno Industries
  • ₹7.23 crore from Issue Related Expenses
  • Remaining Allocation: ₹71.25 crore for Bhilai Engineering assets acquisition and ₹168.89 crore for unidentified acquisition/General Corporate Purposes

Item 4: Increase in ESOP Pool under Employee Stock Option Scheme 2021

  • Resolution Type: Special Resolution
  • Current ESOP Pool: 4,40,00,000 (Four Crores Forty Lakhs) stock options
  • Proposed Increase: To 7,35,00,000 (Seven Crores Thirty-Five Lakhs) stock options
  • Increase Amount: 2,95,00,000 (Two Crores Ninety-Five Lakhs) additional options
  • Purpose: To meet future requirements for granting stock options to eligible employees due to expanding operations
  • Vesting Period: Minimum 1 year, maximum 7 years from grant date
  • Exercise Period: 3 years from vesting date

Voting Details

  • Cut-off Date: Friday, 21st August 2026
  • Voting Period: Thursday, 27th August 2026 (9:00 AM IST) to Friday, 25th September 2026 (5:00 PM IST)
  • Voting Method: Remote e-voting through NSDL platform only
  • Scrutinizer: Mr. Harshvardhan Tarkas, Practicing Company Secretary (Membership No. A30701)
  • Results Declaration: To be uploaded to NSE, BSE and company website after scrutinizer's report

Financial Impact Disclosure

  • Related Party Transactions: Aggregate ₹475 crore proposed limits (₹125 crore + ₹350 crore)
  • Rights Issue Variation: ₹326.73 crore unutilized proceeds to be reallocated
  • ESOP Pool Increase: Potential dilution from additional 2.95 crore options (exact dilution not quantified)
  • All transactions stated to be at arm's length and in ordinary course of business