To,
The Members,
Lloyds Metals and Energy Limited
Your Directors are pleased to present the 48th (Forty
Eighth) Annual Report on the business and operations of Lloyds Metals and Energy Limited,
along with Audited Standalone and Consolidated Financial Statements for the financial year
(FY) ended 31st March, 2025.
FINANCIAL PERFORMANCE AND THE STATE OF THE COMPANY'S AFFAIRS
Particulars |
Standalone |
Consolidated |
|
Current Year |
Previous Year |
Current Year |
Previous Year |
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
Revenue from operations |
6,721.40 |
6,524.65 |
6,721.40 |
6,524.65 |
Other Income |
51.32 |
49.92 |
51.22 |
49.94 |
Total Income |
6,772.72 |
6,574.57 |
6,772.62 |
6,574.59 |
Profit before Finance Cost,
Depreciation Amortisation Expenses and Tax Expenses |
2,004.54 |
1,781.23 |
2,004.13 |
1,781.20 |
Less: Finance Cost |
27.08 |
5.64 |
27.22 |
5.68 |
Depreciation |
80.48 |
48.88 |
80.80 |
48.99 |
Profit/(Loss) before tax |
1,896.99 |
1,726.71 |
1,896.11 |
1,726.53 |
Less: Current Tax |
(446.03) |
(483.56) |
(446.19) |
(483.61) |
Profit/(Loss) after tax |
1,450.95 |
1,243.15 |
1,449.93 |
1,242.93 |
Share of Profit/(Loss) of
Associate |
- |
- |
- |
- |
Profit/(Loss) for the
Period |
1,450.95 |
1,243.15 |
1,449.93 |
1,242.93 |
Other comprehensive income
(net of tax) |
(0.70) |
2.75 |
(0.70) |
2.75 |
Total Comprehensive Income
of the Year (net of tax) |
1,450.26 |
1,245.90 |
1,449.23 |
1,245.68 |
Earnings Per Share |
|
|
|
|
Basic (in ?) |
28.01 |
24.62 |
28.01 |
24.62 |
Diluted (in ?) |
26.12 |
24.43 |
26.12 |
24.43 |
PERFORMANCE HIGHLIGHTS FOR THE YEAR AND OUTLOOK Review of Operations
The Company during the year had 04 (four) separate business
segments-Mining, manufacturing of Sponge Iron, generation of Power and trading of Pellets.
The Segment wise performances are as below:
Mining
The Iron ore mining activities continued its operating excellence at
Surjagarh area of Cadchiroli district of the State of Maharashtra.
The Company during the period under review was able to mine its rated
capacity of 10 MNT per annum successfully. To meet the increasing demand for iron ore and
steer the organic growth, the Company has planned to increase the iron ore capacity from
this
mine. Accordingly, the Company is in the process of increasing its
mining capacity from 10 Million Tonnes per annum to 55 Million Tonnes per annum.
The iron ore production is as below:
(Million Tonnes)
1 F.Y. 2024-25 |
F.Y. 2023-24 |
F.Y. 2022-23 |
10 |
10 |
3.58 |
The Company was also able to sell below quantity of iron ore:
1 F.Y. 2024-25 |
F.Y. 2023-24 |
F.Y. 2022-23 |
9.46 |
9.65 |
5.33 |
The above sale shows a decrease of 1.97% as compared to the previous
Financial Year, on account of higher captive consumption.
The total income of the mining division is as below:
1 F.Y. 2024-25 |
F.Y. 2023-24 |
F.Y. 2021-22 |
5,432.14 |
5,283.19 |
2,651.10 |
Sponge Iron Division
During F.Y. 2023-24, the Company undertook various modernization and
overhauling of the DRI plant in Chugus to increase its throughput and commenced its new
DRI plant at konsari. Both factors lead to record output of sponge iron in F.Y.2024-25.
The production of Sponge Iron Division is as below:
1 F.Y. 2024-25 |
F.Y. 2023-24 |
F.Y. 2022-23 |
3,08,243 MT |
2,61,984 MT |
2,04,161 MT |
The above production quantity shows an increase of 17.65% as compared
to the previous Financial Year.
The total income of the division is as below:
(? In Crores)
1 F.Y. 2024-25 |
F.Y. 2023-24 |
F.Y. 2022-23 |
977.61 |
827.48 |
748.99 |
The total incomes show an increase of 18.14% as compared to previous
Financial Year.
Power Division
The power division continues to operate smoothly and sufficiently
meeting the in-house requirement of Sponge Iron. However, the spot demand of power from
the grid remains vibrant, thus the Company sold surplus power accordingly on the power
exchange.
The production of the division was as below:
1 F.Y. 2024-25 |
F.Y. 2023-24 |
F.Y. 2022-23 |
29.01MW |
26.42 MW |
20.98 MW |
The production shows an increase of 9.80% as compared to the previous
Financial Year.
The total income of the division was as below:
(? In Crores)
1 F.Y. 2024-25 |
F.Y. 2023-24 |
F.Y. 2022-23 |
97.95 |
117.82 |
66.68 |
The total income shows a decrease of 16.86% as compared to the Previous
Financial Year.
Trading of Pellets
The Company has been selling and exporting iron ore pellets in line
with Technological and Commercial tie-up with Mandovi River Pellets Private Limited*
(MRPPL).
MRPPL is operating a Pelletization Plant of 2 Million Metric Tonnes per
annum capacity in the State of Coa. This Pelletization Plant is port based and has its own
jetty.
The Company supplies iron-ore to MRPPL for manufacturing of Pellets.
MRPPL supplies pellets manufactured at its Pelletization Plant in the State of Coa to the
Company as per its requirement from time to time. This has enabled the company to do
marketing of pellets to build a foundation for future expansion. This will a I low them to
seamlessly transition into handling larger volumes once the Pellet Plants at Konsari and
Chugus become operational.
MRPPL sells the balance pellets manufactured at its plant in the State
of Coa (i.e., the quantity not taken by the Company), by exporting the same or selling in
the local domestic market under the brand name LMELPEL.
The total income from the trading of Pellets is as below:
1 F.Y. 2024-25 |
F.Y. 2023-24 |
F.Y. 2022-23 |
265.03 |
346.08 |
NIL |
*Mandovi River Pellets Private Limited is a related party within the
meaning of a Section 2(76) of the Companies Act, 2013 and Regulation 2(1) (zb) of
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (Listing Regulations")
Reserves of Iron ore
The Company's primary iron ore asset, the Surjagarh Iron Ore Mine (SIOM),
is located in Maharashtra and spans 348.09 hectares under a mining lease valid until
2057. Originally explored by the Government of Maharashtra (1963-1971), the site was
initially est i matedtocontain81milliontonnesofrese rves. As of 2022, proven reserves have
increased to approximately 87.97 million tonnes.
In 2022, the Company commissioned Tata Steel Industrial Consulting (TSIC)
to undertake an advanced mineral exploration program, resulting in 188 boreholes
totaling 23,121 meters. TSIC's Mineral Resource Report estimates a total geological
resource of 863 million tonnes comprising 157 million tonnes of iron ore and 706 million
tonnes of Banded Hematite Quartzite (BHQ).
The mine produces high-grade hematite ore with an average iron content
of 63% Fe. Importantly, the Company holds a zero-premium payment obligation to the
Government of Maharashtra for the entire lease period. As part of its long-term growth
strategy, the
Company plans to increase its mining capacity by 5.5 times within the
next 4-5 years.
The significant expansion of geological resources at the Surjagarh Iron
Ore Mine underscores the long-term strategic value of this asset to the Company. With
high-grade reserves, a zero-premium lease structure, and a clear roadmap for scaling
operations, the Company is well-positioned to meet growing market demand while adhering to
its principles of sustainable mining and responsible resource management.
Key Strategic Initiatives taken during FY2024-25 to further solidify
company's position in the industry Strategic initiatives:
1. Acquisition of Mining Development Operating business of Thriveni
Earthmovers
Lloyds Metals is acquiring 79.82% stake in the Mining Development
Operating (MDO) business of Thriveni Earthmovers Private Limited (TEMPL)
through an investment of? 70 Crores. The MDO business of TEMPL is being demerged to a
new company Thriveni Earthmovers and Infra Private Limited (TEIL), which
will become a subsidiary of the Company. The acquisition is subject to approvals of
various regulatory/statutory authorities.
Benefits:
¦ Swift execution at optimised costs while ramping up our mining
output from 10 MNT to55 MNTatSurjagarh Iron Mineinthefuture.
¦ Generate substantial cost savings on iron ore on a
consolidated basis.
¦ The acquisition comes in with a strategic vision to execute an
order book exceeding ?1,00,000 Crores overthe next 15 to 18years.
¦ Backed by the robust balance sheet of the Company and
Thriveni's extensive industry expertise, the acquisition will help create a
significant presence in the global MDO services arena.
2. BHQ Utilisation and Beneficiation
The Company possesses adequate reserves of BHQ, a valuable low-grade
iron ore resource. With an aim to unlock its economic potential, the Company has
established a 5 TPH pilot beneficiation plant. This initiative is targeted at capturing
the intrinsic value in BHQ processing.
Beneficiation of ore is a globally proven and widely adopted
technology, particularly in countries like China and Brazil. Initial test results from the
pilot plant demonstrate encouraging outcomes with Iron (Fe) content exceeding 67%.
With the righttechnological approach, BHQcan be economically
beneficiated and efficiently utilised for steelmaking, supporting sustainable resource
utilisation and value creation.
3. Ensuring Raw Material Security through Access to Coking Coal Mines
In line with Company's foray into the MDO business, the Company is
evaluating to partner with Lekcon - NCC Consortium to manage MDO at the Brahmadiha Coal
Block in Ciridih, Jharkhand, which is leased to Andhra Pradesh Mineral Development
Corporation (APMDC). The Company's foray into MDO represents a strategic step toward.
This initiative will ensure a steady and cost-effective supply of
critical raw material- coking coal for the upcoming 1.2 MNT steel plant at Chugus.
4. Investment in Renewable Energy
As part of its commitment to sustainability and cost optimisation, the
Company plans to invest ? 45 Crores in renewable energy projects to secure 100MW of power
for captive consumption by partnering with Amplus Energy Private Limited (Amplus)
and Hinduja Renewables Private Limited (Hinduja).
Benefits:
¦ Acquisition of a 26%stakein an SPV renewable power Producer,
classifying LMELas a captive consumer.
¦ Significant costsavingsof upto INR 100 Crores annually for the
Mining & Pellet operations, with an investment payback period of less than five months
and an impressive IRR of 251%.
¦ This is being donewith two strong partners in the Green Energy
Business, Amplus & Hinduja.
5. Investments in Captive logistics
To enhance operational efficiency and reduce dependency on third-party
services, the Company has initiated investment through its wholly owned
subsidiary in its own fleet of trucks. This strategic move towards
captive logistics is expected to result in significant savings in freight costs while
improving control over delivery timelines and service reliability.
CAPEX / FORWARD INTEGRATION / MINERALISATION TO INDUSTRIALISATION
Company has been steadily setting up projects at Chugus and Konsari.
The Company has been investing in various projects in likes of pellet plants, additional
DRI units, Steel Melting and Rolling Mill, Integrated Steel plant, Slurry Pipeline etc.
These projects are of significant value addition as against Company's existing
product offerings of Iron ore and DRI and Power to various consumers in the State of
Maharashtra.
A. Forward integration projects at Chugus, District Chandrapur:
The Company has been operating 1x500 Tonnes per day, 4x100 Tonnes per
day Coal based DRI and 30 Mega Watt Power Plant based on WHRB and AFBC boilers at Chugus
in Chandrapur district in Maharashtra. The company also has an iron ore mine in operation,
in the nearby district of Cadchiroli. In line with the Company's long-term strategy
of being present in the complete value chain of steel making and efficient use of its iron
ore reserves the Company has been setting up value addition plants in Chugus accordingly.
The Company has been setting up following plants at Chugus.
1. Implementation of 1.2 Million Tonnes Wire rod, Blast Furnace and
Coke Oven Plant
With respect to the forward integration plans of the Management, the
Company plans to set-up a 1.2 Million Tonnes Wire rod, Blast Furnace and Coke Oven along
with additional DRI capacity which will utilize more than 1 Million Tonnes Pellets/Iron
ore. The Promoters of the Company are well conversant with the DRI & WRM route
technologies. Further, the wire rod segment in steel is amongst fastest growing, at CACR
of more than 10% for last 3 years. The final product will be carbon steel & low alloy
wire rod. Below listed are the key highlights of the same.
¦ Sponge Iron Plant-2 x 500 TPD
¦ Power Plant for captive consumption
¦ EAF based SMS- 2x50 T
¦ Ladle Refining Furnaces- 2x50 Tonnes
¦ Vacuum degassing unit-1x50 Tonnes
¦ RHF-120 Tonnes per hour
¦ Wire Rod Mill - 2x600,000 Tonnes per annum
¦ Blast Furnace - 840,000 Tonnes per annum
¦ Vertical non-recovery type coke oven - 400,000 Tonnes per
annum
The Board of Directors of the Company have approved the expansion plan
at their Meeting held on 23rd October, 2023 and 22nd January, 2024.
2. Erection of a 1X4 Million Tonnes per annum Pellet Plant and Slurry
Pipeline
The Company is undertaking a strategic forward integration initiative
through the establishment of a 4 million tonnes per annum (MTPA) Pellet
Plant at Chugus, District Chandrapur, Maharashtra. This facility will add significant
value to iron ore fines sourced from the Company's SIOM, converting them into
high-grade pellets suitable for both domestic markets and export.
The Pellet Plant will utilise advanced Straight Crate Technology,
aiming to produce pellets with an iron content of Fe: 64.3%. The project is being executed
in partnership with NewFer GmbFI, a leading German technology provider in pelletizing
systems, and Essar Constructions India Limited (ECIL), the appointed
engineering consultant. The Promoters' previous experience in operating pelletizing
units ensures that the project will benefit from proven expertise in both implementation
and operational efficiency.
To ensure a reliable and environmentally responsible supply of raw
material, the Company is also constructing a dedicated slurry pipeline to transport iron
ore in slurry form from Hedri/Konsari to Chugus. Designed specifically to support the 4
MTPA plant, the pipeline is being engineered by Ausenco (USA), an internationally
recognized leader in pipeline infrastructure. This development will
enable cost-effective and consistent ore transportation while minimizing dependence on
road logistics.
The slurry pipeline is expected to deliver significant environmental
advantages, including a notable reduction in carbon emissions and lower logistics costs,
further aligning with the Company's broader commitment to sustainable and responsible
operations.
A portion of the pellet output will be allocated for captive
consumption, while the remainder will be marketed in both domestic and international
markets, capitalizing on robust global demand for high-quality pellets.
B. Forward Integration projects at Konsari and Hedri District
Cadchiroli:
1. Erection of 2 X 4 Million Tonnes per annum Pellet Plant, Slurry
Pipeline, Grinding and Pumping unit
The Company is undertaking the phased development of a 2 x 4 MTPA
Pellet Plant, along with a dedicated slurry pipeline and associated grinding and pumping
units at Konsari. This initiative complements the upcoming pellet facility at Chugus and
forms a critical component of the Company's forward integration strategy maximizing
value from iron ore fines extracted at the Surjagarh Iron Ore Mine (SIOM).
The Konsari facility will mirror the advanced Straight Crate Technology
and process design deployed at Chugus, with engineering and project consultancy provided
by NewFer GmbH (Germany) and Essar Constructions India Limited (ECIL).
A key feature of this project is the development of a state-of-the-art
slurry pipelineone of the first of its kind in Maharashtradesigned by Ausenco
(USA). This pipeline will ensure the efficient, eco-friendly transport of iron ore fines
from SIOM to the Konsari site, significantly reducing reliance on road and rail logistics.
Additionally, the installation of grinding and pumping units will facilitate seamless ore
processing and uninterrupted supply to the pellet plant.
The total capital outlay for the Konsari Pellet Plant and supporting
infrastructure is estimated at ?4,500 Crores. This investment reflects the Company's
ongoing commitment to:
¦ Lowering logistics costs through transport infrastructure,
¦ Ensuring optimal utilization of its captive mineral resources,
¦ Enhancing value chain integration, and
¦ Advancing its ESC agenda, particularly in reducing carbon
emissions and promoting sustainability.
Together with the Chugus facility, the Konsari project represents a
strategic leap toward creating a fully integrated and environmentally responsible iron
ore-to-pellet value chain.
2. Setting up of 45 MNT BHQ Beneficiation Plant
In line with a vision to integrate sustainability with operational
excellence, the Company has made substantial progress through the implementation of BHQ
(Banded Hematite Quartz) beneficiation technology. This initiative marks a transformative
shift in how we harness natural resources, with a focus on longevity, efficiency, and
environmental responsibility. By upgrading low-grade ore into high-quality input material,
we not only add value to our operations but also contribute meaningfully to the
nation's green steel ambitions.
Our 5TPH Pilot Plant for beneficiation has given encouraging results,
thus further solidifying our strategy of setting up 45 MNT (15MNTx3) BHQ beneficiation
plant.
Key highlights of our BHQ beneficiation strategy include:
¦ Adoption of BHQ beneficiation to upgrade low-grade iron ore
and extend the life of our mining reserves.
¦ Reinforces our commitment to sustainable mining and efficient
resource utilization.
¦ Produces beneficiated ore with reduced alumina and silica
content, improving end-product quality.
¦ Facilitates the production of green steel, which commands a
market premium.
¦ Significantly reduces coke consumption, leading to cost
efficiency for steel producers.
¦ Improves productivity and performance across downstream
steelmaking facilities.
¦ Aligns with national priorities for cleaner industrial
processes and optimal resource use.
¦ Demonstrates our leadership in embracing globally recognized
beneficiation technologies.
¦ Positions the Company at the forefront of sustainable
innovation in the metals and mining sector.
3. Erection of a 3 Million Tonnes per annum an Integrated Steel Plant
India has one of the largest iron ore reserves, going forward Indian
Steel Market is expected to have positive growth rate for decades. The Government of India
(Col) aspires to reach 300 MTPA steel production by 2030. Domestic
consumption has grown at over 8% in the last decade.
The Company is in the process of setting-up an Integrated Steel Plant
via conventional BF route with BOF and conventional rolling, with hot rolling mill. It
will be a low cost and low carbon steel making integrated plant for which iron bearing
material will be from Beneficiated BHQ, which will further contribute to lower costing and
hence, highest metallic yield. Further transportation of raw material by pipeline will
also add to the lower carbon footprint. All by-product gases will be used for the power
generation requirement of the Plant. The total CAPEX of the plant is entailed at ? 16,000
Crores.
C. Road ahead for Mining:
The Mineral Resource Report estimates a total geological resource of
863 million tonnes at the Surjagarh Iron Ore Mine, comprising 157 million tonnes of iron
ore and 706 million tonnes of Banded Hematite Quartzite (BHQ). With this enhanced resource
visibility, the Company is targeting a 5.5-fold increase in mining output over the next
4-5 years, in alignment with its long-term strategy for sustainable growth and regional
value creation. To capitalize on the significant
BHQ reserves, the Company has established a 5 TPH pilot beneficiation
plant, which has delivered encouraging results. These findings support the planned
development of a 45 million tonnes per annum BHQ beneficiation facility (structured as
three 15 MTPA modules). Together, these initiatives will enablethe Company to maximize ore
utilization, reinforce a strong backward-integrated model, and advance its objective of
becoming one of the lowest-cost steel producers in the industry.
ON STANDALONE BASIS
The total income of the Company on standalone basis is as below:
1 F.Y. 2024-25 |
F.Y. 2023-24 |
F.Y. 2022-23 |
6,772.72 |
6,574.57 |
3,466.77 |
The Company has reported a net profit as below:
I r o roc)
F.Y. 2024-25 |
F.Y. 2023-24 |
F.Y. 2022-23 |
1,450.95 |
1,243.15 |
(288.54) |
ON CONSOLIDATED BASIS
The total income of the Company on consolidated basis is as below:
f? In f rnrpc;1
1 F.Y. 2024-25 |
F.Y. 2023-24 |
F.Y. 2022-23 |
6,772.62 |
6,574.59 |
3,466.77 |
The Company has reported a net profit as below:
(? In Crores)
F.Y. 2024-25 |
F.Y. 2023-24 |
F.Y. 2022-23 |
1,449.93 |
1,242.93 |
(288.55) |
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company have been prepared
in accordance with Indian Accounting Standards (Ind AS) notified under Section 133 of the
Companies Act, 2013 (the Act), read together with the Companies (Indian
Accounting Standards) Rules, 2015 (as amended) and forms a part of this Annual Report. In
accordance with Section 136 of the Act, the Audited Financial Statements, including the
Consolidated Financial Statements and related information of the Company and the Audited
Accounts of each of its Subsidiaries are available on the website of the Company at
https://lloyds.in/investors/ annual-report-and-financial-results/
SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE
During the Financial Year under review, the Company had the following
Subsidiaries/ Associate /Joint Venture namely:
Lloyds Logistics Private Limited (formerly known as Thriveni Lloyds
Mining Private Limited)
The Company is holding 100% stake in Lloyds Logistics Private Limited (LLPL)
as on 31st March, 2025. LLPL achieved a revenue of ? 29,534 in the current
Financial Year as compared to ? 1,61,053 in the previous Financial Year. Profit before Tax
before is (59,77,632) in the current Financial Year as compared to? (16,14,567) in the
previous Financial Year. The Profit after Tax stood at? (44,58,989) in the current
Financial Year as compared to ? (11,83,385) in the previous Financial Year.
Lloyds Infinite Foundation (Section 8 Company as per Companies Act,
2013)
The Company is holding 100% stake in Lloyds Infinite Foundation (LIF)
as on 31st March, 2025. LLF achieved a revenue of? 70,38,95,485 in the
current Financial Year as compared to? 66,55,25,339 in the previous Financial Year. Profit
before Tax before is 5,34,36,827 in the current Financial Year as compared to?
52,61,18,420 in the previous Financial Year. The Profit after Tax stood at ? 5,34,36,827
in the current Financial Year as com pa red to ? 52,61,18,420 in the previous Financial
Year.
Lloyds Surya Private Limited
The Company is holding 100% stake in Lloyds Surya Private Limited (LSPL)
as on 31st March, 2025. LSPL achieved a revenue of ? Nil in the current
Financial Year as compared to ? Nil in the previous Financial Year. Profit before Tax is
(28,26,804) in the current Financial Year as compared to ? (64,902) in the previous
Financial Year. The Profit after Tax stood at ? (28,26,804) in the current Financial Year
as compared to ? (64,902) in the previous Financial Year.
In accordance with Section 129(3) of the Companies Act, 2013, we have
prepared the consolidated financial statements of the Company, which forms part of this
Annual Report. Further, a statement containing the salient features of the financial
statement of our Subsidiaries/Joint Venture/ Associate in the prescribed Form AOC-1 is
appended as Annexure - I to the Board's report. The
statement also provides details of the performance and financial position of the
associate.
RETURN TO SHAREHOLDERS
Following is the snapshot of the dividend track record of your Company
for previous financial years:
Financial Year |
Total Dividend (in
%) |
Cash Outflow including
Tax (? in Crore) |
2024-25 (Proposed) |
100 |
52.32 |
2023-24 |
100 |
50.53 |
2022-23 |
- |
Nil |
2021-22 |
50 |
18.52 |
The Board has appointed Mr. Akshay Vora, Company Secretary as the Nodal
Officer for the purpose of co-ordination with Investor Education and Protection Fund
Authority. Details of the Nodal Officer are available on the website of the Company at
https://lloyds.in/ investors/investor- contact/
Your Board of Directors recommend the payment of Final dividend of? 1/-
(Rupee One only) for each fully-paid equity share of? 1/- (Rupee One only) (i.e., 100%).
This will be paid subject to the Shareholders approval at the ensuing 48th
(Forty Eighth) Annual General Meeting of the Company.
The final dividend shall be paid within a period of 30 (Thirty) days
from the date of the 48th Annual General Meeting (ACM). In
view of the changes made under the Income-Tax Act, 1961, by the Finance Act, 2020,
dividends paid or distributed by the Company shall be taxable in the hands of the Members.
Your Company shall, accordingly, make the payment of the Final Dividend after deduction of
tax at source.
The Company has also formulated a Dividend Distribution Policy in terms
of the provisions of Regulation 43A of the Securities and Exchange Board of India (SEBI)
(Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (Listing
Regulations) and the same is available on the website of the Company at
https://lloyds.in/investors/ investor-policies/ and is also set out as Annexure-
II and forms a part of this Annual Report and the same is also available on the
website of the Company at https://l Ioyds.in/investors/investor- policies/
FINANCIAL LIQUIDITY
Consolidated cash and cash equivalent as on 31st March,
2025, stood at ? 739.27 Crore vis-a-vis ?287.13 Crore in the previous year. The
Company's working capital management is robust and involves a well organised process,
which facilitates continuous monitoring and control over receivables, inventories and
other parameters.
UNPAID / UNCLAIMED DIVIDEND
In terms of the provisions of Investor Education and Protection Fund
(Accounting, Audit, Transfer and Refund) Rules, 2016, Investor Education and Protection
Fund (Awareness and Protection of Investors) Rules, 2001, there was no unpaid / unclaimed
dividends to be transferred during the Financial Year under review to the Investor
Education and Protection Fund.
In respect of the dividend declared for the previous financial year on
Equity Shares ? 65,90,879 remained unclaimed as on 31st March, 2025.
TRANSFER TO RESERVES
During the year under review, no amount was transferred to the General
Reserves of the Company.
SHARE CAPITAL
i) Authorised Capital
During the year under review, there was no change in the authorised
capital of the Company. Your Company has neither issued any shares with differential
rights as to dividends, voting or otherwise nor issued any sweat equity shares during the
year under review.
ii) Issue of equity shares with differential rights
Your Company does not have any equity shares with differential rights
and hence no disclosures is required to be given under Rule 4(4) of the Companies (Share
Capital and Debentures) Rules, 2014.
iii) Issue of sweat equity shares
During the year under review, your Company has not issued any sweat
equity share and hence no disclosures is required to be given under Rule 8(13) of the
Companies (Share Capital and Debentures) Rules, 2014.
iv) ESOP Allotment
During theyear under review Company has made allotment of 4,88,410
Equity Shares to its ESOP Trust under its ESOP Policy Lloyds Metals and Energy
Limited Employee Stock Option Plan - 2017 (LLOYDS ESOP 2017 / Plan
).
v) Qualified Institution Placement
The Company has raised funds via Qualified Institution Placement for
Setting up a 4MTPA Pellet Plant at Konsari, Maharashtra and for other general corporate
purposes, in addition to pursing organic growth and to achieve its long-term vision.
Approval of the Members of the Company has been obtained on 27th April, 2024.
The Company has made allotment of 1,75,00,000 Equity Shares via
Qualified Institution Placement at issue price of? 696/- per share (Comprising face value
of? 1/- per share and premium of? 695/- per share) on 9th July, 2024.
vi) Preferential Issue of Convertible Warrants
The Company has raised funds via Preferential Issue of Warrants for the
capital expenditure for expansion of DRI Plant and power plant at Ghugus, capital
expenditure for expansion of pellet capacity by setting-up an additional 1X4 MTPA Pellet
Plant at Konsari, Ghadchiroli and for other general corporate purposes. Approval of the
Members of the Company has been obtained on 29th July, 2024.
The Company has made allotment of 3,67,95,000 convertible warrants via
Preferential Allotment issued at a Subscription Price of? 259 per warrant, entitling the
holder of the warrants to exercise an option to subscribe 3,67,95,000 Equity Shares of the
Company having face value of Re. 1/- each at an exercise price of ? 481 per equity share
(Issue price being ? 740 per equity share i.e. at a premium of? 739 per equity share) on
Preferential basis.
vii) Pledge of equity shares of the Company by the Promoters
The Group 2 Promoters of the Company, have pledged their -
1. 1,22,00,000 Equity Shares held by Sky United LLP to secure financial
facilities as availed by Thriveni Earthmovers Private Limited (TEMPL) to
secure 35,000 (thirty five thousand) unrated, unlisted, secured, redeemable
non-convertible debentures with the face value of ? 1,00,000 (Rupees One Lakh only), for
an aggregate amount of? 350,00,00,000 (Rupees Three Hundred and Fifty Crores only) and
2,91,96,834 Equity Shares to secure Term loan of ? 1135,00,00,000(Rupees One Thousand One
Hundred Thirty Five Crores only)
2. 12,70,000 with Vardhman Trusteeship Private Limited to secure
unrated, unlisted, senior, secured, redeemable non-convertible debentures with theface
value of?10,00,000 (Rupees Ten Lakh only), for an aggregate amount of? 65,00,00,000
(Rupees Sixty Five Crores only)
3. 64,14,150 Equity Shares with ICICI Bank to secureTerm Loan of?
300,00,00,000 (Rupees Three Hundred Crores only)
4. 16,96,200 Equity Shares with RBL Bank Limited to provide Bank
Guarantee in favour of Thriveni Sainik Mining Private Limited amounting to ? 115,00,00,000
(Rupees One Hundred Fifteen Crores only)
5. 28,30,737 Equity Shares with Axis Finance to Secure Term Loan to
secure Term Loan of ? 175,00,00,000(Rupees One Hundred Seventy Five Crores only)
6. 22,00,000 Equity Shares with Yes Bank to secure term Loan to secure
Term Loan of? 100,00,00,000(Rupees One Hundred Crores only)
Sr. No. Name
of the Promoter |
Nos. of Shares held |
% of the total paid- up
share capital |
Nos. of shares pledged |
% of the total paid- up
share capital |
1 Thriveni Earthmovers Private
Limited |
10,00,05,501 |
19.11% |
4,36,07,921 |
8.33% |
2 Sky United LLP |
6,59,54,638 |
12.60% |
1,22,00,000 |
2.33% |
viii) Inter-se transfer of Shares between Promoters
During the year under review the following shares were transferred
between the promoters of the Company.
Sr. No. Name
of Transferor (Promoter) |
Name of Transferee
(Promoter) |
Mode |
% of the total paid-up
share capital |
1 Dipti Mundhra |
Abha Gupta |
Gift |
5,00,000 |
2 Rajesh Gupta |
Mukesh Gupta |
Gift |
4,28,400 |
3 Rajesh Gupta |
Ravi Agrawal |
Market Sell/Purchase via
Block Deal |
1,77,240 |
The Company has made necessary disclosure under Securities and Exchange
Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and
Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.
ix) Provision of money by Company for purchase of its own shares by
employees or by trustees for the benefit of employees
The Company grants loan to its Lloyds Employee Welfare Trust for
subscribing to or purchasing fully paid-up equity shares of the Company, uptoa limit of 5%
of its paid-up capital and free reserves or any other limit set by applicable laws. These
shares may be acquired in one or more tranches under the Lloyds Metals and Energy Limited
Employee Stock Option Plan - 2017 or any other future employee benefit schemes. The
purpose is to facilitate the implementation of such schemes or any other permitted
objectives, in full compliance with the Securities and Exchange Board of India (Share
Based Employees Benefit and Sweat Equity) Regulations, 2021 (SBEBSE
Regulations) & Listing Regulations, the Companies Act, 2013, and other
applicable laws.
x) Listing with the stock exchanges
Your Company's equity shares are listed on the BSE Limited (BSE)
and the National Stock Exchange of India Limited (NSE) (hereinafter
collectively referred to as Stock Exchanges)
xi) Fund Raising Proposal
The Board of Directors, at its meeting held on 25th April,
2025 approved enabling approval for raising of funds by way of issuance of equity
shares/bonds/debentures/convertible warrants / preference shares / any other equity linked
securities (Securities) through permissible modes, including but not
limited to a private placement, a qualified institutions placement, preferential issue, or
any other method or combination of methods for an aggregate amount upto ? 5,000 Crore
(Rupees Five Thousand Crore) at such price determined under the applicable regulations as
may be permitted under applicable laws, and to approve ancillary actions for the
above-mentioned fundraising subject to such regulatory/statutory approvals as may be
required and the approval of the Members of the Company.
STATEMENT OF DEVIATION(S) OR VARIATION(S) & UTILIZATION OF FUNDS
Pursuant to Regulation 32 (1) of the Listing Regulations there was no
deviation/variation in the utilization of proceeds as mentioned in the objects stated in
placement document in respect of the Company's qualified institutions placement
(QIP). Further there was no deviation/variation in the utilization of proceeds as
mentioned in the objects stated in offer document filed by the Company in respect of the
Company's Preferential Issue of Warrants. The NIL deviation reports, in respect of
the QIP and Preferential Issue has been filed by the
Company on a quarterly basis, with BSE & NSE where equity shares of
the Company are listed. Your Company has appointed India Ratings and Research Private
Limited as Monitoring Agency in terms of Regulation 41 of the Securities & Exchange
Board of India (Issue of Capital & Disclosure Requirements) Regulations, 2018 and as
amended from time to time, to monitor the utilizations of Qualified Institutional
Placement and Preferential Issue by the Company. The monitoring agency reports are filed
with BSE & NSE where equity shares of the Company are listed as mandated under
Regulation 32(6) of the Listing Regulations every quarter. The Monitoring Agency Reports
are available under Investors section on our website at https://l
loyds.in/investors/company-disclosures/
DEMATERIALIZATION OF SHARES/DEPOSITORY SYSTEM
The Company's equity shares are compulsorily tradable in
electronic form. As on 31st March, 2025, there were approximately 52,00,53,335
Equity Shares in dematerialized form through depositories viz. National Securities
Depository Limited and Central Depository Services (India) Limited, which represents about
99.39% of the total issued, subscribed and paid-up capital of the Company.
In light of the advantages provided by the depository system,
shareholders holding shares in physical form are encouraged to opt for the
dematerialization (demat) facility.
EMPLOYEE STOCK OPTION SCHEME 2017
The Company with the objective of introducing a long-term incentive
tool to attract, motivate, retain talent and reward loyalty, formulated Lloyds
Metals and Energy Limited Employee Stock Option Plan - 2017 (LMEL ESOP
2017) for grant of a maximum of 1,11,29,129 stock options to the eligible
employees of the Company. Further during the Financial Year under review, the Company had
allotted 4,88,410 Equity Shares to the Lloyds Employees Welfare Trust under Lloyds Metals
and Energy Limited Employee Stock Option Plan - 2017.
During the year under review your Company has granted 13,65,350 Options
to be vested over a minimum period of 1 year to over 5 years as may be applicable as per
the terms & conditions of the grant.
The grant made also includes employees of the Subsidiaries of the
Company.
EMPLOYEE STOCK OPTION SCHEME 2024
During the year under review the Board of Directors of your Company has
approved Lloyds Metals and Energy
Employee Stock Option Scheme - 2024 (LMEL ESOP 2024) on
18th December, 2024 and subsequently the scheme was approved by the members of
the Company at Extraordinary General Meeting held on 17th January, 2025.
GRANT
This will create a sense of ownership among employees, focus on
boosting morale and create a healthy organisation and work culture and more importantly
attract and retain the best talent.
In compliance with the Regulation 13 of the SBEBSE Regulations, a
certificate from Secretarial Auditor of the Company, confirming implementation of
LMEL ESOP 2017 & LMEL ESOP 2024 in accordance with the said
regulations will be available electronically for inspection by the Members during the ACM
of the Company.
As per Regulation 14 of the SBEBSE Regulations (read with SEBI Circular
CIR/CFD/ POLICYCELL/2/2015 dated 16th June, 2015) details of the plan as
required under SBEBSE Regulations is available on the website of the Company at
https://lloyds.in/investors/shareholders-information/
REGISTERED OFFICE
There was no change in the Registered Office of the Company during the
Financial Year under review. The present address of the Registered Office is as follows:
Plot No: A 1-2, MIDC Area.Chugus, District Chandrapur -442505,
Maharashtra, India.
CORPORATE GOVERNANCE REPORT AND CERTIFICATE
The Corporate Governance Report and the certificate on Corporate
Governance received from the Statutory Auditors of the Company for the Financial Year
2024-25, forms a part of this Annual Report as required under Regulation 34 read with
Schedule V(C) of the Listing Regulations.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report of the Company for the
Financial Year 2024-25 forms a part of this Annual Report as required under the Act, and
Regulation 34(2)(e) read with Schedule V of the Listing Regulations.
CHANCE IN THE NATURE OF BUSINESS ACTIVITIES
During the year under review, there has been no change in the nature of
the business of the Company.
MATERIAL CHANCES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY
There have been no material changes and commitments affecting the
financial position of the Company which have occurred between the end of the Financial
Year of the Company to which the financial statements relate and the date of this report.
BOARD OF DIRECTORS
A. Appointment
During the Financial Year under review, pursuant to the provisions of
Section 149, 150 152 and 161 read with Schedule IV of the Companies Act, 2013, the
Companies (Appointment and Remuneration of Managerial Personnel) and based on the
recommendation of the Nomination and Remuneration Committee, Mr. Dinesh Kumar Jain (DIN:
07239310) was appointed as Non-Executive, Independent Director of the Company, for a term
of 5 (five) consecutive years with effect from 23rd October, 2024 upto 22nd
October, 2029 (both days inclusive) not liable to retire by rotation. The Members ofthe
Company at the Extraordinary General Meeting held on 17th January, 2025, have
approved Mr. Dinesh Kumar Jain's appointment as a Non-Executive, Independent Director
ofthe Company.
In the opinion of the Board, Mr. Dinesh Kumar Jain, an M.Tech from IIT
Kanpur and MBA from the University of Hull, has a distinguished career spanning over four
decades. He has served in key roles, including Member of the Lokpal of India and Chief
Secretary of Maharashtra, where he led impactful initiatives to improve human development
and competitiveness in the SME sector. With expertise in public administration, strategic
policymaking, and program execution, Mr. Jain is highly suited for the role of Independent
Director, bringing valuable experience in driving effective, large-scale programs and
fostering collaboration.
During the Financial Year under review, pursuant to the provisions of
Section 149, 150 152 and 161 read with Schedule IV of the Companies Act, 2013, the
Companies (Appointment and Remuneration of Managerial Personnel) and based on the
recommendation ofthe Nomination and Remuneration Committee, Mr. Shabbirhusein Shaikhadam
Khandwawala (DIN: 10821717) was appointed as Non-Executive, Independent Director
ofthe Company, for a term of 5 (five) consecutive years with effect
from 18th December, 2024 upto 17th December, 2029 (both days
inclusive) not liable to retire by rotation. The Members of the Company at the
Extraordinary General Meeting held on 17th January, 2025, have approved Mr.
Shabbirhusein Shaikhadam Khandwawala's appointment as a Non-Executive, Independent
Director of the Company.
The Board is of the opinion that Mr. Shabbirhusein Shaikhadam
Khandwawala, a former Director General of Gujarat Police, has a distinguished career in
law enforcement, governance, and security. With a Master's in Organic Chemistry, he
served in the IPS until 2010 and later contributed to the Lokpal Search Committee and
BCCI's Anti-Corruption and Security unit. His expertise in governance, security, and
management makes him a key asset in driving strategic objectives and strengthening
governance frameworks.
B. Retire by Rotation
Mr. Babulal Agarwal Non-Executive Non-Independent Director (DIN:
00029389) will retire by rotation and being eligible, offers himself for re-appointment at
the ensuing 48th (Forty Eighth) ACM of the Company. Your Directors'
recommend his re-appointment.
Mr. Rajesh Gupta, Managing Director (DIN: 00028379) will retire by
rotation and being eligible, offers himself for re-appointment at the ensuing 48th
(Forty Eighth) ACM of the Company. Your Directors' recommend his re-appointment.
The detailed profile of Mr. Babulal Agarwal and Mr. Rajesh Gupta
seeking re-appointment at the forthcoming ACM as required under Secretarial Standard on
General Meetings and Regulation 36 of the Listing Regulations is provided separately by
way of an Annexure to the Notice of the ACM.
C. Cessation
During the Financial Year under review, Mr. J P Dange (DIN: 01569430)
and Ms. Bhagyam Ramani (DIN: 00107097), ceased to be Non-Executive, Independent Director
of the Company, with effect from the close of business hours on 26th May, 2024
and 26th October, 2024 respectively, due to completion of their term as
Independent Directors of the Company.
The Board places on record its appreciation for the guidance and
support provided by them during their association with the Company.
D. Number of Meetings of The Board
The Board met8 (Eight) times during the Financial Year 2024-25, the
details of which are given in the Corporate Governance Report forming part of the Annual
Report. The maximum interval between any two meetings did not exceed 120 days, as
prescribed in the Act and the Listing Regulations.
E. Board Evaluation
Nomination and Remuneration Committee has laid down the criteria for
evaluation of performance of the Board, its committees and the directors. In compliance
with Sections 134, 178 and Para II, V and VIII of Schedule IV of the Act and Regulation 17
of Para A of Part D of Schedule II of the Listing Regulations, the Board of Directors, as
per the process recommended by the Nomination and Remuneration Committee, has evaluated
the effectiveness of the Board, its Committees and Directors. The evaluation process
invited responses to a structured questionnaire, which was largely in line with the SEBI
Guidance Note on Board Evaluation, for each aspect of the evaluation. All the results were
satisfactory.
F. Mode of Evaluation
Board assessment is conducted through a structured questionnaire. All
the Directors participated in the evaluation process. Further, a meeting of the
Independent Directors was conducted to review the performance of the Board as a whole and
that of Non-Independent Directors.
The above criteria are broadly based on the Guidance Note on Board
Evaluation issued by the Securities and Exchange Board of India on 5th January,
2017.
The evaluation results were discussed at the meeting of Board of
Directors, Committees and the Independent Directors meeting. The Directors were satisfied
with the overall corporate governance standards, Board performance and effectiveness.
C. Declaration by Directors
The Independent Directors of the Company have submitted declaration of
Independence, as required pursuant to Section 149(6) of the Act, and provisions of the
Listing Regulations, stating
that they have met the criteria of independence as provided therein.
The Board is of the opinion that all the Independent Directors possess
integrity, have relevant expertise, experience and fulfill the conditions specified under
the Act, and the Listing Regulations.
All the Directors of the Company have confirmed that they are not
disqualified to act as Director in terms of Section 164 of the Act.
The Board of Directors of the Company has taken on record the
declaration and confirmation submitted by the Independent Directors after undertaking due
assessment of the veracity of the same.
H. Familiarization Programme for Independent Directors
The familiarization programme is to update the Directors on the roles,
responsibilities, rights and duties under the Act and other statutes and about the overall
functioning and performance of the Company.
The Independent Directors have complete access to the information
within the Company. As a part of Agenda of Board/Committee Meetings, presentations are
regularly made to the Independent Directors. The detailed discussions and presentations on
the sales, marketing, credit and operations of the Company, business plans, financials,
risks and mitigation plans, compliances, major litigation, regulatory scenario etc. are
facilitated by the Company's senior management. It remains the constant endeavor of
the Company to continually update its Directors on the various developments, facilitate
interaction with various functional and department heads of the Company and external
experts.
The policy and details of familiarization programme is available on the
website of the Company at https://lloyds.in/investors/investor-policies/
I. Directors' Responsibility Statement
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the following
statements in terms of Section 134(3) (c) of the Act:
(i) in the preparation of the Annual Financial Statements for the
Financial Year ended 31st March, 2025, the applicable accounting standards have
been followed along with proper explanation relating to material departures, if any;
(ii) such accounting policies as mentioned in the Notes to the
Financial Statements have been selected and applied consistently and judgment and
estimates have been made that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company as at 31st March, 2025 and of the
profit of the Company for the Financial Year ended on that date;
(iii) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) the Annual Financial Statements have been prepared on a going
concern basis;
(v) that proper Internal Financial Controls were in place and that the
financial controls were adequate and were operating effectively;
(vi) that systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating effectively.
BOARD COMMITTEES
In order to strengthen functioning of the Board, the Board of Directors
have constituted following Committees as per the requirement of the Act and the Listing
Regulations:
(i) Audit Committee
(ii) Nomination & Remuneration Committee
(iii) Stakeholders' Relationship Committee
(iv) Corporate Social Responsibility Committee
(v) Risk Management Committee
(vi) Committee of Board of Directors
Details of the Committees along with their terms of references,
composition and meetings held during the Financial Year under review are provided in the
Corporate Governance Report section which forms a part of this Annual Report.
KEY MANAGERIAL PERSONNEL
In terms of section 203 of the Companies Act, 2013, the Key Managerial
Personnel of the Company are Mr. Rajesh Cupta, Managing Director,
Mr. Balasubramanian Prabhakaran, Managing Director, Mr. Riyaz Shaikh,
Chief Financial Officer and Mr. Akshay Vora, Company Secretary & Compliance Officer.
During the under review, below were the changes in the Key Managerial
Personnel of the Company:
1. Ms. Trushali Shah, resigned as the Company Secretary &
Compliance Officer of the Company w.e.f. close of business hours of 18th
December, 2024.
2. Mr. Akshay Vora, appointed as the Company Secretary & Compliance
Officer of the Company w.e.f. 19th December, 2024.
POLICIES
The Board of Directors of your Company, from time to time have framed
and revised various Polices as per the applicable Acts, Rules, Regulations and Standards
for better governance and administration of the Company. The Policies are made available
on the website of the Company at https://lloyds.in/investors/investor-policies/. The
policies are reviewed periodically by the Board and updated based on need and
requirements.
WHISTLE BLOWER & VIGIL MECHANISM POLICY
The Company promotes ethical behavior in all its business activities
and in line with the best governance practices. The Company has a robust vigil mechanism
through its Whistle Blower Policy approved and adopted by the Board of Directors of the
Company.
The Whistle Blower Policy aims to:
¦ allow and encourage stakeholders to bring to the
management's notice concerns about unethical behavior;
¦ ensure timely and consistent organisational response;
¦ cultivate and fortify a culture of transparency and trust; and
¦ provide protection against victimisation.
In accordance with the provisions of Section 177(9) of the Act, read
with Rule 7 of the Companies (Meeting of the Board and its Powers) Rules, 2014 and
Regulation 22 of the Listing Regulations, the Directors and the employees have direct
access to the Chairman as well as the Members of the Audit Committee. No person was denied
access to the Audit Committee. Details of the vigil mechanism are explained in the
Corporate Governance Report and the Whistle Blower Policy is available on the website of
the Company at https:// loyds.in/investors/investor- poIicies/.
CORPORATE SOCIAL RESPONSIBILITY
The brief outline of the Corporate Social Responsibility (CSR)
policy of the Company and the initiatives undertaken by the Company on CSR activities
during the Financial Year under review are set out as Annexure - III
and forms a part of this Annual Report. For other details regarding the CSR Committee,
refer to the Corporate Governance Report, which forms a part of this Annual Report. CSR
Policy is available on the website of the Company at https://lloyds.in/investors/
investor-policies/
The Company undertakes its major CSR activities via Lloyds
Infinite Foundation, a Wholly-Owned Subsidiary.
NOMINATION AND REMUNERATION POLICY
The Nomination and Remuneration policy is available on the website of
the Company at https://lloyds.in/ investors/investor-policies/ More details about the
Nomination and Remuneration policy is provided in Corporate Governance Report.
AUDITORS
Statutory Auditor
Pursuant to Section 139 of the Act and the Rules made there under, the
current Statutory Auditor of the Company M/s. Todarwal & Todarwal LLP, Chartered
Accountants (FRN: 111009W/W100231) have been appointed for a period of 05 (five) years
i.e., one term pursuant to Section 139 of the Companies Act, 2013 pursuant to the Members
approval at the 45th (Forty Fifth) Annual General Meeting till the conclusion
of 50th (Fifth) Annual General Meeting (for one term of five years), at a
remuneration as may be mutually decided between the Board of Directors and the Auditors.
M/s. Todarwal & Todarwal LLP have confirmed their eligibility to
continue as the Statutory Auditors of the Company under Sections 139 and 141 of the Act
and the applicable rules. Additionally, as required by the Listing Regulations, the
Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board
of the Institute of Chartered Accountants of India.
Total fees for all services paid by the Company and its, subsidiaries,
on a consolidated basis, to the statutory auditor is provided in the Corporate Governance
Report section which forms a part of this Annual Report.
Statutory Audit Report
During the Financial Year 2024-25 there was no fraud occurred, noticed
and/or reported by the Statutory Auditors under Section 143(12) of the Act read with the
Companies (Audit and Auditors) Rules, 2014 (as amended from time to time).
The observations made by the Statutory Auditor in their Audit Report
read with the relevant notes thereof as stated in the Notes to the Audited Financial
Statements of Company for the Financial Year ended 31st March, 2025 are
self-explanatory and being devoid of any reservation(s), qualification(s) or adverse
remark(s) etc. and hence, do not call for any further information(s)/ explanation(s) or
comments from the Board under Section 134(3) (f)(i) of the Companies Act, 2013.
Secretarial Auditor
Pursuant to Section 204 of the Act and the Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. Mitesh 1.
Shah & Associates, Practicing Company Secretary (Membership No.: F10070, CP No.:
12891) as the Secretarial Auditor of the Company to conduct Secretarial Audit for the
Financial Year 2024-25.
Further Board on recommendation of the Audit Committee, has approved
the appointment of M/s. Mitesh Shah & Co., Company Secretaries (Firm Registration No.:
as P2025MH104700), as Secretarial Auditors of the Company subject to approval of the
Members of the Company at the ensuing Annual General Meeting (ACM) for
a period of Five (5) consecutive years from commencing from Financial Year 2025 -26 till
Financial Year2029-30 at such remuneration as shall be fixed by the Board of Directors of
the Company.
Secretarial Audit Report
As required under provisions of Section 204 of the Act, the report in
respect of the Secretarial Audit carried out by M/s. Mitesh 1. Shah & Associates,
Practicing Company Secretary (Membership No.: F10070, CP No.: 12891) in Form MR-3 for the
F.Y. 2024-25 is annexed hereto marked as Annexure - IV and forms
part of this Report. The said Secretarial Audit Report contains qualifications on fines /
penalties as below:
Sr. No. Observation/Remarks
of the PCS |
Management Response |
1. The Company has not complied
with Regulation 43(A) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 with respect to non-disclosure of Dividend Distribution Policy in the
Annual Report of the Company for the Financial Year 2023-24 and subsequently fine of ?
25,000/- levied by BSE Limited where equity shares of the Company are listed |
The Board Members acknowledged
the fine imposed by BSE and emphasized the importance of exercising greater care in
ensuring compliance. They further emphasized the need for ongoing vigilance in all
compliance-related activities to avoid similar issues in the future |
The Secretarial Compliance Report for the Financial Year ended 31st
March, 2025, in relation to compliance of all the applicable Securities and Exchange Board
of India (SEBI) Regulations/ circulars/ guidelines issued thereunder,
pursuant to the requirement of Regulation 24A of the Listing Regulations, is set out as Annexure-
IV(A) and forms a part of this Annual Report. The Secretarial Compliance Report
has been voluntarily disclosed as part of Annual Report as good disclosure practice.
Cost Auditor
As per the requirement of Central Government and pursuant to Section
148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended
from time to time, your Company has been carrying out audit of cost records of the
Company.
The Board of Directors, on the recommendation of Audit Committee, has
appointed M/s Singh M K & Associates, Cost Accountants as Cost Auditor to audit the
cost accounts of the Company for the Financial Year 2024-25 at a remuneration of ?
30,000/- (Rupees Thirty Thousand only) per annum. As required under the Companies Act,
2013 a resolution seeking members approval for the remuneration payable for the Financial
Year 2025-26 to the Cost Auditors forms part of the Notice convening the Annual General
Meeting.
Cost Audit Report
The Cost audit report for the Financial Year 2023-24 was filed within
due time with the Ministry of Corporate Affairs.
Internal Auditors
Pursuant to Section 138(1) of the Act read with the Companies
(Accounts) Rules, 2014, your Company is required to appoint an internal auditor to conduct
internal audit of the functions and activities of your Company.
Your Board of Directors based on the recommendation of the Audit
Committee, had approved the appointment of Protiviti India Member Private Limited to
conduct the internal audit of your Company for the Financial Year 2024-25.
MAINTENANCE OF COST RECORDS
The Company has maintained required cost accounts and records as
prescribed under Section 148(1) of the Companies Act, 2013.
RISK MANACMENT & INTERNAL FINANCIAL CONTROLS
Management of risk has always been an integral part of the
Company's strategy and straddles its planning, execution and reporting processes and
systems. Your Company continues to focus on a system-based approach to business risk
management.
Our success as an organization depends on our ability to identify and
leverage the opportunities while managing the risks. The Risk Management Committee is
constituted to frame, implement and monitor the risk management plan of the Company. The
Risk Management Committee of the Company has been entrusted by the Board with the
responsibility of reviewing the risk management process in the Company and ensuring that
the risks are brought within acceptable limits.
Our approach to risk management is to identify, evaluate risks and
opportunities. This framework is intended to assist in decision making process that will
minimise potential losses, improve the management in the phase of uncertainty and the
approach to new opportunities, thereby helping the Company to achieve its objectives.
Details of risks & concerns associated with the Company has been
provided under the Management Discussion and Analysis Report.
The Risk Management policy is available on the website of the Company
at https://lloyds.in/investors/ investor-policies/
The Company's internal control systems are tailored to the
specific nature of its business, as well as the scale and intricacy of its operations.
These systems undergo regular testing by both Statutory and Internal Auditors,
encompassing all offices, factories, and pivotal business domains. The Company has
implemented robust procedures to ensure the systematic and effective management of its
operations, encompassing adherence to corporate policies, protection of assets, and the
prevention and detection of fraudulent activities and errors.
PARTICULARS OF LOAN, GUARANTEE AND INVESTMENT
Details of Loan, Guarantee and Investment covered under the provisions
of Section 186 of the Act are given in the Notes to the Financial Statements, and forms a
part of this Annual Report.
PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
The Board of Directors have adopted the Policy on Materiality of
Related Party Transactions and Dealings with Related Party Transactions as per the
applicable provisions of the Act and the Listing Regulations and the same is available on
the website of the Company at https://lloyds.in/investors/investor-policies/
Particulars of contracts or arrangements or transactions with the
related parties referred to in Section 188 of the Companies Act, 2013, in the prescribed
form AOC-2, are enclosed with this report as Annexure - V
There were no materially significant Related Party Transactions entered
by the Company which may have a potential conflict with the interest of Company. All
related party transaction(s) are first placed before Audit Committee for approval and
thereafter such transactions are also placed before the Board for seeking their approval.
The details of Related Party Transactions, as required pursuantto respective Indian
Accounting Standards, have been stated in Note No. 38 to the Audited Financial Statement
of Company forming part of this Annual Report.
Pursuant to Regulation 23(9) of the Listing Regulations, your Company
has filed the reports on RPTs with the Stock Exchanges within the statutory timelines.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosure required in respect of employees of the Company, in terms of
provisions of Section 197 (12) of the Act read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 is set out as Annexure -
VI and forms a part of this Annual Report.
Further, details of employee remuneration as required under provisions
of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the aforesaid Rules is
available for inspection at the Registered Office of your Company during working hours. As
per second proviso to Section 136(1) of the Act and second proviso of Rule 5 of the
aforesaid Rules, the Annual Report has been sent to the Members excluding the aforesaid
exhibit. Any Member interested in obtaining copy of such information may write to the
Company Secretary & Compliance Officer at investortgblloyds.in.
COMPLIANCE OF SECRETARIAL STANDARDS OF ICSI
In terms of Section 118(10) of the Act, the Company states that the
applicable Secretarial Standards i.e., SS-1 and SS-2, issued by the Institute of Company
Secretaries of India, relating to Meetings of the Board of Directors and General Meetings
respectively, have been duly complied with.
FINANCE
a) Credit Rating
Your Company has obtained a Corporate Rating/ Issuer Rating using
Corporate Rating Methodology from India Ratings and Research Private Limited and the same
has been Upgraded vide their letter dated 06th January, 2025. The rating
obtained from India Ratings and Research Private Limited is IND AA/Stable Outlook
Stable.
As on 31st March, 2025, the total borrowings of the Company
stood at ? 751.29 Crores, of which ? 750 Crores comprises unsecured debt. Given the
capital-intensive nature of the industry in which the Company operates, the Board of
Directors, at its meeting held on 25th April, 2025, approved the revision of
the overall borrowing limits pursuant to Section 180(1)(c) of the Act.
In addition, the Board also approved the creation of charges on the
Company's movable and immovable assets, both present and future, in accordance with
Section 180(1)(a) of the Act, for securing the borrowings already made or to be made under
the revised borrowing limits subject to approval of members at the ensuing ACM.
b) Deposits
During the year under review, the Company has neither accepted any
deposits nor there were any amounts outstanding at the beginning of the year which were
classified as Deposits in terms of Section 73 of the Act read with the
Companies (Acceptance of Deposit) Rules, 2014 and hence, the requirement for furnishing of
details of deposits which are not in compliance with the Chapter V of the Companies Act,
2013 is not applicable.
DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL
No significant and material orders have been passed by any Regulator or
Court or Tribunal which can have impact on the going concern status and the Company's
operations in future.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has zero tolerance for sexual harassment at workplace and
has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at
workplace in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Internal
Complaints Committee (ICC) is in pIace for all works and offices of the
Company to redress complaints received regarding sexual harassment. The policy on
Prohibition, Prevention & Redressal of Sexual Harassment is available on the website
of the Company at https://lloyds.in/investors/investor-policies/
During the Financial Year under review, no complaints with allegation
of sexual harassment were filed with the ICC.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The disclosure of particulars with respect to Conservation of Energy,
Technology Absorption and
Foreign Exchange Earnings and Outgo as required under Section 134(3)(m)
of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is set out as Annexure
- VII and forms a part of this Annual Report.
BUSINESS RESPONSIBILITY AND SUSTAINIBILITY REPORT (BRSR)
Interms of Regulation 34(2) (f) of the Listing Obligations and
Disclosure Requirements (LODR) Regulations 2015, the Company's Business
Responsibility Report describing the initiatives taken by the Company from an
environmental, social and governance perspective forms part of this Annual Report and has
been hosted on the website of the Company at https://lloyds.in/
investors/annual-report-and-financia I-results/
ANNUAL RETURN
Pursuant to Section 92(3) read with section 134(3)
(a) of the Act, copies of the Annual Returns of the Company prepared in
accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management
and Administration) Rules, 2014 is hosted on the website of the Company at
https://lloyds.in/investors/shareholders-information/
LISTING FEES
The listing fees payable for the Financial Year 2024-25 has been paid
to BSE Limited and National Stock Exchange of India Limited (NSE) within due
date.
UNCLAIMED SUSPENSE ACCOUNT
Aggregate
number of shareholders and the outstanding shares in the suspense account lying at the
beginning of the year |
Number of
shareholders who approached issuer for transfer of shares from suspense account during the
year |
Number of
shareholders to whom shares were transferred from suspense account during the year |
Aggregate
number of shareholders and the outstanding shares in the suspense account lying at the end
of the year |
Nos. of holders |
Nos. of Shares |
Nos. of holders |
Nos. of Shares |
Nos. of holders |
Nos. of Shares |
Nos. of holders |
Nos. of Shares |
2425 |
2769850 |
100 |
115400 |
100 |
115400 |
2325 |
2654450 |
RISK ARISING OUT OF LITIGATION, CLAIMS AND UNCERTAIN TAX POSITIONS
The Company is exposed to a variety of different laws, regulations,
positions and interpretations thereof which encompasses Direct/ln-Direct taxation and
legal matters. In the normal course of business, provisions and contingencies may arise
due to uncertain tax positions and legal matters. Based on the nature of matters, the
management applies various parameters when considering evaluation of risk, expert
opinions, including how much provision to be made in books of accounts considering the
potential exposure of each ofthe matters in consultation with the Statutory Auditors. The
aforesaid potential exposures may change substantially over time as new facts emerge as
each matter progresses, hence these are reviewed regularly/periodically.
ENVIRONMENT, HEALTH & SAFETY
The Company is committed to maintaining the highest standards of
Environment, Health, and Safety (EHS) across all its operations. Our EHS policies are
designed to minimize environmental impact, ensure the health and safety of our employees,
and promote sustainable practices throughout our business processes. In line with global
best practices, we continuously review and enhance our EHS strategies to ensure compliance
with regulatory requirements, mitigate potential risks, and foster a culture of safety and
environmental responsibility. Through regular training, monitoring, and audits, we aim to
create a safe and sustainable work environment that not only protects our workforce but
also contributes to the well-being of the communities we operate in.
GENERAL DISCLOSURE
During the Financial Year under review:
(a) There was no change in the nature of business of the Company.
(b) The Company has not issued Equity Shares with differential rights
as to dividend, voting or otherwise, pursuant to the provisions of Section 43 of the Act
and Rules made thereunder.
(c) The Company has not bought back its shares, pursuant to the
provisions of Section 68 of the Act and Rules made thereunder.
(d) The Company has not issued any Sweat Equity Shares to its Directors
or employees.
(e) The Company has not failed to implement any corporate action.
(f) The Company has not made any provisions of money or has not
provided any loan to the employees of the Company for purchase of shares of the Company,
pursuant to the provisions of Section 67 of the Act and Rules made thereunder.
(g) The Company has not accepted any deposit from the public, pursuant
to the Chapter V of the Act and Rules made thereunder.
(h) There was no revision of financial statements and Board's
Report of the Company.
(i) There were no significant material orders passed by the
Regulators/Courts which would impact the going concern status of the Company and its
future operations.
(j) There were no significant material changes and commitments
affecting the financial position of the Company, which have occurred between the end of
the Financial Year of the Company to which the Financial Statements relate and the date of
this Report.
(k) Neither the Managing Director nor the Whole Time Director of the
Company received any remuneration or commission from any of its Subsidiaries or
Associates.
(l) No application has been made under the Insolvency and Bankruptcy
Code, hence, the requirement to disclose the details of application made or any proceeding
pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their
status as at the end of the Financial Year is not applicable.
(m) The requirement to disclose the details of difference between
amount of the valuation done at the time of onetime settlement and the valuation done,
while taking loan from the Banks or Financial Institutions along with the reasons thereof,
is not applicable.
(n) The securities were not suspended from trading during the year due
to corporate actions or otherwise.
(o) No candidate was nominated by small shareholders in terms of
Section 151 of the Act.
(p) None of the Auditors and/or Secretarial Auditors, resigned during
the year.
(q) There was no delay, in holding Annual General Meeting.
(r) There was no change in Auditors and/or Secretarial Auditors during
the year.
(s) There was no re-appointment of Independent Director during the year
under review.
(t) The financial statements of the Company and its subsidiaries are
placed on the Company's website at https://lloyds.i n/investors/annual-report-
and-financial-results/
(u) The Cash Flow Statement for the Financial Year 2024-25 is attached
to the Balance Sheet which forms part of this Annual Report.
ACKNOWLEDGEMENTS
Your Directors would like to take this opportunity to express their
sincere gratitude to all of the employees, customers, and suppliers who have contributed
to our success over the past year. Their hard work, dedication, and support have been
instrumental in achieving the goals and driving the business forward. We would also like
to thank our Members for their continued trust and investment in the Company. We are
committed to build strong relationships with all of our stakeholders, and we value their
feedback and input as we strive to improve and grow our business. We are proud of what we
have accomplished together, and we look forward to continued success in the years ahead.
FORM NO.AOC-1
(Pursuant to first proviso to sub-section (3) of section 129 read with
rule 5 of Companies (Accounts) Rules, 2014)
Statement containing salient features of the financial statement of
Subsidiaries/Associate Companies/Joint Ventures Part A: Subsidiaries
Sr. No. Particulars |
Details |
1. Name of the subsidiary |
a. Lloyds
Logistics Private Limited
(formerly known as Thriveni Lloyds Mining Private Limited)
b. Lloyds Infinite Foundation
c. Lloyds Surya Private Limited |
|
Lloyds Logistics Private
Limited (formerly known as Thriveni Lloyds Mining Private Limited) |
Lloyds Infinite Foundation |
Lloyds Surya Private Limited |
2. Reporting period for the
subsidiary concerned, if different from the holding company's reporting period |
N.A. |
N.A. |
N.A. |
3. Reporting currency and
Exchange rate as on the last date of the relevant financial year in the case of foreign
subsidiaries |
N.A. |
N.A. |
N.A. |
4. Share Capital |
10,000 Equity Shares of ?
10/- each amounting to ? 1,00,000 |
10,000 Equity Shares of ?
10/- each amounting to ? 1,00,000 |
10,00,000 Equity Shares of?
1/- each amounting to ? 10,00,000 |
5. Reserves & Surplus |
(0.42) |
58.01 |
(0.29) |
6. Total Assets |
1.65 |
182.16 |
14.47 |
7. Total Liabilities |
1.65 |
182.16 |
14.47 |
8. Investments |
NIL |
NIL |
NIL |
9. Turnover |
0.00 |
70.39 |
NIL |
10. Profit before taxation |
(0.60) |
5.34 |
(0.28) |
11. Provision for taxation |
(0.15) |
0 |
NIL |
12. Profit after taxation |
(0.45) |
5.34 |
(0.28) |
13. Proposed Dividend |
NIL |
NIL |
NIL |
14. % of shareholding |
100% |
100% |
100% |
1. Names of subsidiaries which are yet to commence operations - None
2. Names of subsidiaries which have been liquidated or sold during the
year - None
Part B: Associates and Joint Ventures
Name of Associates/
Joint Ventures |
Latest
Audited
Balance
Sheet
Date |
Date on which the
Associate or/Joint Ventures was associated or acquired |
Shares of
Associate/Joint Ventures held by the company on the year end |
Net-
worth |
Description of how
there is significant influence |
Reason why the
Associate / Joint Ventures is not
consolidated |
Net worth
attributable to
shareholding as per latest audited Balance Sheet |
Profit/Loss
for the year |
Nos. |
Amount of Investment in
Associates/ Joint Ventures |
Extent of Holding% |
Considered
in
Consolidation |
Not Considered in
Consolidation |
N.A. |
1. Names of associates or joint ventures which are yet to commence
operations - None
2. Names of associates or joint ventures which have been liquidated or
sold during the year - None
DIVIDEND DISTRIBUTION POLICY
This policy applies to the Distribution of Dividend by Lloyds Metals
and Energy Limited (the Company) in accordance with the provisions of
the Companies Act, 2013 (the Act) and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, (LODR) as amended.
DEFINITIONS:
The terms referred to in the Policy will have the same meaning as
defined under the Act, the Rules made there under, and the LODR Regulations.
BACKGROUND:
This policy sets out the parameters and circumstances that will betaken
into account by the Board of Directors of the Company in determining the distribution of
dividend to its Shareholders and/or retaining profits earned by the Company.
1. The circumstances under which the Shareholders may or may not expect
Dividend
The Company shall comply with the relevant statutory requirements that
are applicable to the Company in declaring dividend or retained earnings. Generally, the
Board shall determine the dividend for a particular period after taking into consideration
the financial performance of the Company, the advice of Executive Management, and other
parameters described in this policy.
2. The Financial/Internal parameters that shall be considered while
declaring Dividend
The Board of Directors of the Company shall consider the following
financial parameters while declaring dividend or recommending dividend to the
Shareholders:
a. Capital allocation plans including
i. Expected cash requirements of the Company towards working capital,
capital expenditure in technology and Infrastructure, general corporate purpose etc.;
ii. Investments required towards execution of the Company's
strategy;
iii. Funds required for any acquisitions that the Board of Directors
may approve; and
iv. Any share buy-back plans.
b. Minimum cash required for contingencies or unforeseen events;
c. Funds required to service any outstanding loans;
d. Liquidity and return ratios;
e. Any other significant developments that require cash investments.
3. External factors that shall be considered for declaration of
dividend
The Board of Directors of the Company shall consider the following
external parameters while declaring dividend or recommending dividend to the Shareholders:
a. Any significant changes in macro-economic environment affecting
India or the geographies in which the Company operates, or the business of the Company or
its clients;
b. Any political, tax and regulatory changes in the geographies in
which the Company operates;
c. Any significant change in the business or technological environment
resulting in the Company making significant investments to effect the necessary changes to
its business model;
d. Any changes in the competitive environment requiring significant
investment.
4. Policy as to how the Retained Earnings shall be utilized
The consolidated profits earned by the Company can either be retained
in the business and used for various purposes as outlined in clause 2 above or it can be
distributed to the shareholders.
5. Provisions in regard to various classes of shares
The provisions contained in this policy shall apply to all classes of
Shares of the Company. It may be noted that currently the Company has only one class of
shares, namely, Equity Shares.
6. Review
This policy will be reviewed and amended as and when required by the
Board.
7. Disclosure of the Policy
This policy will be uploaded on the website of the Company at
https://lloyds.in/investors/ investor-policies/
8. Limitation and Amendment
In the event of any conflict between the provisions of this policy and
of the Act or LODR or any other Statutory enactment(s), Rules, the provisions of such Act
/ LODR / Statutory Enactments / Rules shall prevail over this policy.
Further, any subsequent amendment / modification in the LODR / Act and
/ or applicable laws in this regard shall automatically apply to this policy.
ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES
[Pursuant to the Section 135 of the Companies Act, 2013 and Companies
(Corporate Social Responsibility Policy) Rules, 2014]
1. A brief outline of the company's CSR policy, including overview
of projects or programs proposed to be undertaken and a reference to the web-link to the
CSR policy and projects or programs:
The Company is actively engaged in a wide range of social welfare
initiatives aimed at enhancing the quality of life for underprivileged communities,
particularly in the rural areas surrounding its manufacturing units located in the
districts of Chandrapur and Cadchiroli, Maharashtra. These initiatives span several
critical areas of development:
(a) Education: The Company provides educational support to
underprivileged students, helping them pursue learning opportunities they may otherwise
lack.
(b) Sports Promotion: To foster physical well-being and team
spirit among youth, the Company organizes local sports tournaments and encourages active
participation.
(c) Clean Water Access: To address the critical need for safe
drinking water, the Company is installing purification systems and water facilities in
underserved villages.
(d) Rural Development: The Company supports rural upliftment
through infrastructure development, livelihood assistance, and improved access to
essential services.
(e) Healthcare: Free medical camps are organized to provide
basic healthcare services and essential medicines to those in need.
(f) Basic Necessities: Food and clothing are distributed to the
most remote and disadvantaged areas to support immediate needs.
Through these targeted and sustained efforts, the Company is committed
to fostering holistic development and well-being in the communities it serves. At the
heart of our CSR efforts lies a deep commitment to societal welfare and sustainable
development. We view our contribution notjustasa responsibility, but as a meaningful
expression of our values demonstrating our dedication to ethical practices, community
empowerment, and environmental stewardship. We remain steadfast in our mission to create
lasting positive impact.
2. Current Composition of CSR Committee:
Sr. No.
Name of Director |
Designation |
Nature of
Directorship |
Number of
meetings of CSR Committee during the Financial Year |
Held |
Attended |
1. Ms. Seema Saini |
Chairperson |
Independent Director |
1 |
1 |
2. Mr. Rajesh Gupta |
Member |
Managing Director |
1 |
1 |
3. Mr. Ramesh Luharuka |
Member |
Independent Director |
1 |
1 |
3. The web-link where Composition of CSR Committee, CSR Policyand CSR
projects approved by the board are disclosed on the website of the company:
The CSR Policy, CSR Committee and CSR Projects are available on the
website of the Company at https:// lloyds.in/
4. Provide the details of Impact assessment of CSR projects carried out
in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility
Policy) Rules, 2014, if applicable:
The Company at present is not required to carry out impact assessment
in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility
Policy) Rules, 2014.
5. Net Profit Calculation:
(? in Crores)
Sr. No. Particulars |
Amount |
(a) Average net profit of the
company as per sub-section (5) of section 135 |
497.71 |
(b) Two percent of average net
profit of the company as per sub-section (5) of section 135 |
9.96 |
(c) Surplus arising out of the
CSR Projects or programmes or activities of the previous financial years |
66.59 |
(d) Amount required to be
set-off for the financial year, if any |
- |
(e) Total CSR obligation for
the financial year [(b) + (c)-(d)] |
9.96 |
6. Details of CSR Amount Spent
Sr. No. Particulars |
Amount |
(a) Amount spent on CSR
Projects (both Ongoing Project and other than Ongoing Project) |
68.33 |
(b) Amount spent in
Administrative Overheads |
1.01 |
(c) Amount spent on Impact
Assessment, if applicable |
- |
(d) Total amount spent for the
Financial Year [(a)+(b) + (c)] |
69.34 |
(e) CSR amount spent or unspent for the Financial Year:
|
Amount Unspent |
Total Amount Spent for the
Financial Year |
Total Amount
transferred to Unspent CSR Account as per Section 135(6) |
Amount
transferred to any fund specified under Schedule VII as per second proviso to Section
135(5) |
|
Amount |
Date of transfer |
Name of the Fund |
Amount |
Date of transfer |
69.34 |
N.A. |
N.A. |
N.A. |
N.A. |
N.A. |
(f) Excess amount for set off, if any:
Sr. No. Particulars |
Amount |
(a) Two percent of average net
profit of the company as per section 135(5) |
9.96 |
(b) Total amount spent for the
Financial Year |
69.34 |
(c) Excess amount spent for
the Financial Year [(b)-(a)] |
59.38 |
(d) Surplus arising out of the
CSR projects or programmes or activities of the previous Financial Years if any |
- |
(e) Amount available for set
off in succeeding Financial Years [(c)-(d)] |
59.38 |
7. Details of Unspent Corporate Social Responsibility amount for the
preceding three Financial Years:
Not Applicable
8. Whether any capital assets have been created or acquired through
Corporate Social Responsibility amount spent in the Financial Year: Not Applicable
9. Specify the reason (s), if the company has failed to spend two per
cent of the average net profit as per subsection (5) of section 135: Not Applicable
Form No. MR-3
SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31st
MARCH 2025
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of
the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members,
Lloyds Metals and Energy Limited
Plot No A 1-2, MIDC Area Chugus,
Chandrapur-, 442505, Maharashtra, India.
I have conducted the secretarial audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by Lloyds Metals and
Energy Limited CIN: L40300MH1977PLC019594, having its registered office at Plot No. A 1-2,
MIDC Area, Chugus, Chandrapur-, 442505, Maharashtra, India (hereinafter called the
Company). Secretarial Audit was conducted in a manner that provided me a
reasonable basis for evaluating the corporate conducts/statutory compliances and
expressing my opinion thereon.
Based on my verification of the Company's books, papers, minute
books, forms and returns filed and other records maintained by the Company and also the
information provided by the Company, its officers, agents and authorized representatives
during the conduct of secretarial audit, I hereby report that in my opinion, the Company
has, during the audit period covering the Financial Year ended on 31st
March, 2025 complied with the statutory provisions listed hereunder and also that the
Company has proper board-processes and compliance-mechanism in place to the extent, in the
manner and subject to the reporting made hereinafter:
I have examined the books, papers, minute books, forms and returns
filed and other records maintained by the Company for the Financial Year ended on 31st
March, 2025 according to the provisions of:
i. The Companies Act, 2013 (the Act) and the rules
made thereunder;
ii. The Securities Contracts (Regulation) Act, 1956 (SCRA)
and the rules made thereunder;
iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed
thereunder;
iv. Foreign Exchange Management Act, 1999 and the rules and regulations
made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and
External Commercial Borrowings;
v. The following Regulations and Guidelines prescribed under the
Securities and Exchange Board of India Act, 1992 (SEBI Act):
a. The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011;
b. The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015;
c. Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021;
d. The Securities and Exchange Board of India (Registrars to an Issue
and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with
client;
e. The Securities and Exchange Board of India (Depository and
Participants) Regulations 2018;
f. The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018 and amendments from time to time;
g. The Securities and Exchange Board of India (Issue and Listing of
Non-Convertible Securities) Regulations, 2021; (There were no events requiring
compliance during the audit period)
h. The Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2021; (There were no events requiring compliance during the audit
period)
i. The Securities and Exchange Board of India (Buyback of Securities)
Regulations, 2018; (There were no events requiring compliance during the audit period)
j. The Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
vi. The Management has identified and confirmed the following laws as
specifically applicable to the Company:
1. The Employees Provident Fund and Miscellaneous Provisions Act, 1952;
2. The payment of Gratuity Act, 1972;
3. The Payment of Bonus Act, 1965;
4. The Employee State Insurance Act, 1948;
5. The Income Tax Act, 1961;
6. The Employees Compensation Act, 1923;
7. Bombay Industrial Relation Act, 1946;
8. Weekly Holiday Act, 1942;
9. Industrial Employment (Standing Orders) Act, 1946;
10. Maharashtra Private Security Guards Act, 1981;
11. Environment Protection Act, 1986 and other environmental laws;
12. Factories Act, 1948;
13. Minimum Wages Act, 1948;
14. Payment of Wages Act, 1936 and other applicable labour laws.
15. Indian Boiler Regulations,1950;
16. Indian Electricity Act, 2003
I have also examined compliance with the applicable clauses of the
following:
i. Secretarial Standards with regard to Meeting of the Board of
Directors (SS-1), General Meeting (SS-2), Secretarial Standard on Dividend (SS-3) and
Secretarial Standard on Report of the Board of Directors (SS-4) issued by The Institute of
Company Secretaries of India.
ii. The Listing Agreements entered into by the Company with Stock
Exchange(s) read with the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
During the period under review and subject to explanations submitted to
us and representations made by the management, the Company with the provisions of the Act,
Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the following:
I. The Company had not complied with Regulation 43(A) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 with respect to
non-disclosure of Dividend Distribution Policy in the Annual Report of the Company for the
Financial Year 2023-24 and subsequently fine of f25,000/- was levied by BSE Limited
where equity shares of the Company are listed.
I report that:
¦ The Board of Directors of the Company was duly constituted
with proper balance of Executive Directors, Non-Executive Directors and Independent
Directors. The changes in the composition of the Board of Directors that took place during
the period under review we re carried out in compliance with the provisions of the Act.
¦ Adequate notice was given to all Directors to schedule the
Board Meetings, agenda and detailed notes on agenda were sent at least seven days in
advance, and a system exists for seeking and obtaining further information and
clarifications on the agenda items before the meeting for meaningful participation in the
meeting.
¦ The decisions of the Board Meetings were carried out with
requisite majority.
¦ As informed, the Company has responded appropriately to
notices received from various statutory/regulatory authorities including actions for
corrective measures, wherever found necessary.
I further report that there are adequate systems and processes in
the company commensurate with the size and operations of the company to monitor and ensure
compliance with applicable laws, rules, regulations and guidelines.
I further report during the audit period, the Company had following
specific events/actions having a major bearing on the Company's affairs:
i. Issuance of 4,00,00,000 Convertible Warrants on Preferential
Allotment Basis:
The Board of Directors of the Company, at its meeting held on 4th
July, 2024, has authorized its Board to create, offer, issue and allot by way of
Preferential Allotment of 4,00,00,000 Convertible Warrants of Face value of? l/- each at a
premium of? 739/- each aggregating to ? 2,960 Crores to Promoters and other investors
being Non-Promoters, on Preferential allotment basis.
ii. Allotment of 1,75,00,000 equity shares to qualified institutional
buyers (QIBs):
The Committee of the Board of Directors of the Company, at its meetings
held on 09th July, 2024, approved the allotment of 1,75,00,000 equity shares of
face value of ? l/- each, at a price of ? 696 per Equity Share (including share premium of
? 695 per Equity Share), and reflects a discount of ? 36.08 (i.e. 4.93%) on the floor
price of ? 732.08 per Equity Share. The allotment has been made to qualified institutional
buyers (QIBs).
iii. Allotment of 2,67,42,000 and 1,00,53,000 Convertible Warrants on
preferential basis:
The Committee of the Board of Directors of the Company, at its meetings
held on 18th September, 2024, and 25th September, 2024, approved the
allotment of 2,67,42,000 and 1,00,53,000 Convertible Warrants, respectively. These
warrants were issued at a subscription price of? 259 per warrant, with an option to
convert into an equivalent number of equity shares of the Company having a face value of ?
1 each, at an exercise price of ? 481 per equity share. Accordingly, the total issue price
amounts to ? 740 per equity share, which includes a premium of? 739 per share. The
allotment has been made on a preferential basis to Promoters and Non-Promoters.
iv. Thriveni Earthmovers and Infra Private Limited ("TEIL)
to become a subsidiary of the Company:
The Board of Directors of the Company have agreed to the subscription
of 70,00,00,000 equity shares, representing 79.82% of the total issued, subscribed, and
paid-up equity share capital of TEIL, by the Company for an aggregate consideration of ?
70,00,00,000. Pursuant to the said investment, TEIL will become a subsidiary of the
Company. Consequently, the Company will acquire control overTEIL.
My report of even dated is to be read along with this letter:
Management's Responsibility Statement
i. Maintenance of secretarial records is the responsibility of the
management of the Company. My responsibility is to express an opinion on these secretarial
records based on my audit.
Auditor's Responsibility Statement
ii. I have followed the audit practices and processes as were
appropriate to obtain responsible assurance about the correctness of the contents of
secretarial records. The verification was done on test basis to ensure that correct facts
are reflected in secretarial records. I believe that the processes and practices that I
follow provide a responsible basis for my opinion.
iii. I have not verified the correctness and appropriateness of
financial records and books of accounts of the Company.
iv. Wherever required, I have obtained the management representation
aboutthe compliance of laws, rules and regulations and happening of events etc.
Disclaimer
v. The compliance of the provisions of corporate and other applicable
laws, rules, regulations, standards is the responsibility of management. My examination
was limited to verification of procedures on test basis.
vi. The secretarial audit report is neither an assurance as to the
future viability of the Company nor the efficacy or effectiveness with which the
management has conducted the affairs of the Company.
vii. Due to the inherent limitations of an audit including internal,
financial, and operating controls, there is an unavoidable risk that some misstatements or
material non-compliances may not be detected, even though the audit is properly planned
and performed in accordance with audit practices.
SECRETARIAL COMPLIANCE REPORT FOR THE YEAR ENDED 31st MARCH,
2024
[Pursuant to Regulation 24A (2) Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements), Regulations, 2015]
1. I, Mitesh Shah, Practicing Company Secretary and Proprietor of M/s.
Mitesh 1. Shah and Associates have examined:
a) all the documents and records w.r.t listing compliances provided to
us and explanation provided by Lloyds Metals and Energy Limited (the
Company),
b) the filings / submissions made by the Company to the stock exchange
i.e. BSE Limited (BSE) and National Stock Exchange of India Limited (NSE).
c) website of the Company,
d) any other documents/filings, as may be relevant, which has been
relied upon to make this certification,
For the year ended 31st March, 2025 (Review
Period) in respect of compliance with the provisions of:
i) the Securities and Exchange Board of India Act, 1992 (SEBI
Act) and the Regulations, circulars, guidelines issued thereunder; and
ii) the Securities Contracts (Regulation) Act, 1956 (SCRA),
rules made thereunder and the Regulations, circulars, guidelines issued thereunder by
the Securities and Exchange Board of India (SEBI);
2. The specific Regulations, whose provisions and the
circulars/guidelines issued thereunder have been examined, include-
a) Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015;
b) Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021;
c) Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015;
d) Securities and Exchange Board of India (Depositories and
Participants) Regulations, 2018;
e) The Securities and Exchange Board of India (Registrars to an Issue
and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with
client;
f) The Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2021; (there were no events requiring compliance during the review
period);
g) Securities and Exchange Board of India (Substantial Acquisition of
Shares and Takeovers) Regulations, 2011;
h) Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018;
i) Securities and Exchange Board of India (Buyback of Securities)
Regulations, 2018; (there were no events requiring compliance during the review
period);
j) Securities and Exchange Board of India (Issue and Listing of
Non-Convertible Securities) Regulations, 2021; (there were no events requiring
compliance during the review period);
3. Based on the above examination, I hereby report that during the
Review Period the compliance status of the listed entity is appended as below:
Sr. No. Particulars |
Compliance Status (Yes/
No/ NA) |
Observations/Remarks by PCS* |
1. Secretarial Standards: The
compliances of the listed entity are in accordance with the applicable Secretarial
Standards (SS) issued by the Institute of Company Secretaries India (ICSI), as notified by
the Central Government under section 118(10) of the Companies Act, 2013 and mandatorily
applicable. |
Yes |
|
2. Adoption and timely updation
of the Policies: All applicable policies under SEBI Regulations are adopted with the
approval of board of directors of the listed entities All the policies are in conformity
with SEBI Regulations and have been reviewed & updated on time, as per the
regulations/circulars/ guidelines issued by SEBI |
Yes |
|
3. Maintenance and disclosures
on Website: The Listed entity is maintaining a functional website; Timely dissemination of
the documents/ information under a separate section on the website; Web-links provided in
annual corporate governance reports under Regulation 27(2) are accurate and specific which
re- directs to the relevant document(s)/ section of the website |
Yes |
|
4. Disqualification of Director:
None of the Director(s) of the Company are disqualified under Section 164 of Companies
Act, 2013 as confirmed by the listed entity. |
Yes |
|
5. Details related to
Subsidiaries of listed entities have been examined w.r.t.: Identification of material
subsidiary companies; Disclosure requirement of material as well as other subsidiaries. |
Yes |
|
6. Preservation of Documents: The
listed entity is preserving and maintaining records as prescribed under SEBI Regulations
and disposal of records as per Policy of Preservation of Documents and Archival policy
prescribed under SEBI LODR Regulations, 2015. |
Yes |
|
7. Performance Evaluation: The
listed entity has conducted performance evaluation of the Board, Independent Directors and
the Committees at the start of every financial year/during the financial year as
prescribed in SEBI Regulations. |
Yes |
|
8. Related Party Transactions:
The listed entity has obtained prior approval of Audit Committee for all related party
transactions; |
Yes |
|
9. Disclosure of events or
information: The listed entity has provided all the required disclosure(s) under
Regulation 30 along with Schedule III of SEBI LODR Regulations, 2015 within the time
limits prescribed thereunder. |
Yes |
|
Sr. No. Particulars |
Compliance Status (Yes/
No/ NA) |
Observations /Remarks by PCS* |
10. Prohibition of Insider
Trading: The listed entity is in compliance with Regulation 3(5) & 3(6) SEBI
(Prohibition of Insider Trading) Regulations, 2015. |
Yes |
|
11. Actions taken by SEBI or
Stock Exchange(s): BSE Limited (BSE) vide its email dated 21st
October, 2024, has imposed a penalty amounting to ? 25,000 (Twenty-Five Thousand Only)
plus CST as applicable under Regulation 43 A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. |
No |
The Company has not complied
with Regulation 43(A) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 with respect to non-disclosure of Dividend Distribution Policy in the
Annual Report of the Company for the Financial Year 2023-24 and subsequently fine of ?
25,000/- levied by BSE Limited where equity shares of the Company are listed. |
12. Additional
Non-Compliances: refer point no. 11 |
No |
Refer point no. 11 |
Compliances related to resignation of statutory auditors from listed
entities and their material subsidiaries as per SEBI Circular CIR/CFD/CMDl/114/2019 dated
October 18, 2019:
Sr. No. Particulars |
Compliance Status (Yes/
No/ NA) |
Observations/Remarks by
PCS* |
1. Compliances with the
following conditions while appointing/re-appointing an auditor: |
i) If the auditor has resigned
within 45 days from the end of a quarter of a financial year, the auditor before such
resignation, has issued the limited review/ audit report for such quarter; or |
NA |
|
ii) If the auditor has resigned
after 45 days from the end of a quarter of a financial year, the auditor before such
resignation, has issued the limited review/ audit report for such quarter as well as the
next quarter; or iii) If the auditor has signed the limited review/ audit report for the
first three quarters of a financial year, the auditor before such resignation, has issued
the limited review/ audit report for the last quarter of such financial year as well as
the audit report for such financial year. |
|
|
2. Other
conditions relating to resignation of statutory auditor: |
|
i) Reporting of concerns by
Auditor with respect to the listed entity/its material subsidiaryto the Audit Committee: |
|
|
a) In case of any concern
with the management of the listed entity/material subsidiary such as non-availability of
information / non- cooperation by the management which has hampered the audit process, the
auditor has approached the Chairman of the Audit Committee of the listed entity and the
Audit Committee shall receive such concern directly and immediately without specifically
waiting for the quarterly Audit Committee meetings. |
|
|
Sr. No. Particulars |
Compliance Status(Yes/ No/
NA) |
Observations/Remarks by
PCS* |
b) In case the auditor proposes
to resign, all concerns with respect to the proposed resignation, along with relevant
documents has been brought to the notice of the Audit Committee. In cases where the
proposed resignation is due to non-receipt of information / explanation from the company,
the auditor has informed the Audit Committee the details of information / explanation
sought and not provided by the management, as applicable. c) The Audit Committee / Board
of Directors, as the case may be, deliberated on the matter on receipt of such information
from the auditor relating to the proposal to resign as mentioned above and communicate its
views to the management and the auditor. ii) Disclaimer in case of non-receipt of
information: The auditor has provided an appropriate disclaimer in its audit report, which
is in accordance with the Standards of Auditing as specified by ICAl/NFRA, in case where
the listed entity/ its material subsidiary has not provided information as required by the
auditor. |
NA |
|
3. The listed entity / its
material subsidiary has obtained information from the Auditor upon resignation, in the
format as specified in Annexure- A in SEBI Circular CIR/ CFD/CMD1/114/2019 dated October
18, 2019. |
NA |
|
4. Based on the above examination, I hereby report that, during the
Review Period:
a) The listed entity has complied with the provisions of the above
Regulations and circulars/ guidelines issued thereunder, except in respect of matters
specified below: attached as 'Annexure - A'.
b) The listed entity has taken the foil owing actions to com ply with
the observations made in previous reports: attached as 'Annexure - B'.
Sr. No. Compliance
Requirements |
Regulation/ Circular No. |
Deviation |
Action
taken
by |
Type of Actions |
Details of Violation |
Fine / Amount |
Observation/ Remarks of
the PCS |
Management _
Remarks Response |
1. Regulation 43(A) of the
SEBI (Listing Obligations and Disclosure Requirements) |
Regulation 43(A) of the SEBI
(Listing Obligations and Disclosure Requirements) |
Non- disclosure of Dividend
Distribution Policy in the Annual |
BSE Limited (BSE") |
imposed a penalty amounting
to ? 25,000 (Twenty-Five Thousand |
The Company has not complied
with Regulation 43(A) of the SEBI (Listing Obligations and Disclosure |
BSE Limited (BSE")
imposed a penalty amounting to ? 25,000 |
The Company has not complied
with Regulation 43(A) of the SEBI (Listing Obligations and Disclosure |
The Board - Members
acknowledged the fine imposed by BSE and emphasized the |
Regulations, 2015 which
requires disclosure of Dividend Distribution Policy in the Annual Report of the Company. |
Regulations, 2015 |
Report of the Company |
|
Only) plus GST as applicable |
Requirements) Regulations,
2015 with respect to non-disclosure of Dividend Distribution Policy in the Annual Report
of the Company for the Financial Year 2023-24 and subsequently fine of ? 25,000/- levied
by BSE Limited where equity shares of the Company are listed. |
(Twenty-Five Thousand Only)
plus GST as applicable |
Requirements) Regulations,
2015 with respect to non-disclosure of Dividend Distribution Policy in the Annual Report
of the Company for the Financial Year 2023- 24 and subsequently fine of ? 25,000/- levied
by BSE Limited where equity shares of the Company are listed. |
importance of exercising
greater care in ensuring compliance. They further emphasized the need for ongoing
vigilance in all compliance- related activities to avoid similar issues in the future |
Sr. No. Observations/Remarks
of the PCS in the previous reports |
Observations made in the
secretarial compliance report for the year ended |
Compliance Requirement
(Regulations/circulars/ guidelines including specific clause) |
Details
violation/deviations actions taken/penalty imposed, if any, on the listed entity |
Remedial actions, if any,
taken by the listed entity |
Comments ofthe PCS on the
actions taken by the listed entity |
1. The Company has not complied
with Regulation 17(1) (A) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 with respect to the appointment of Mr. Babulal Agarwal as the
Non-Executive Promoter Director and Vice- Chairman of the Company as he crosses the age of
75 years which require prior approval of members of the Company |
31st March, 2024 |
Regulation 17(1)(A) ofthe SEBI
(LODR) Regulations, 2015 which requires prior approval by the Company with respect to the
appointment of Mr. Babulal Agarwal (who crosses age of 75 years) as the Non-Executive
Promoter Director and Vice-Chairman of the Company |
Prior approval was not sought
by the Company with respect to the appointment of Mr. Babulal Agarwal (who crosses age of
75 years) as the Non-Executive Promoter Director and Vice- Chairman ofthe Company. 3 Stock
Exchanges wherein the Equity Shares of the Company are listed (i.e. BSE, NSE & MSE)
collectively levied a fine of ? 1,08,000/- each (excluding GST) for the Quarter ended on
30th September, 2023. |
The Management took the
cognizance of the fine levied by the Exchanges and stated that more care should be taken
while undertaking compliances and that consultancy shall be taken from a good consultant
wherever required. The non- compliance has been made good. |
None |
2. The Company has not complied
with Regulation 17(1) (A) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 with respect to the appointment of Mr. Babulal Agarwal as the
Non-Executive Promoter Director and Vice- Chairman of the Company as he crosses the age of
75 years which require prior approval of members of the Company |
31st March, 2024 |
Regulation 17(1)(A) ofthe SEBI
(LODR) Regulations, 2015 which requires prior approval by the Company with respect to the
appointment of Mr. Babulal Agarwal (who crosses age of 75 years) as the Non-Executive
Promoter Director and Vice-Chairman of the Company |
Prior approval was not sought
by the Company with respect to the appointment of Mr. Babulal Agarwal (who crosses age of
75 years) as the Non-Executive Promoter Director and Vice- Chairman ofthe Company. 2 Stock
Exchanges wherein the Equity Shares of the Company are listed (i.e. BSE & NSE) for the
Quarter ended on 31st December, 2023. |
The Management took the
cognizance of the fine levied by the Exchanges and stated that more care should be taken
while undertaking compliances and that consultancy shall be taken from a good consultant
wherever required. The non- compliance has been made good. |
None |
Our report of even date is to be read along with this letter.
Management's Responsibility Statement
i. Maintenance of compliance records is the responsibility of the
management of the Company. Our responsibility is to express any deviation in such
compliances.
Auditor's Responsibility Statement
ii. I have followed the verification practices and processes as were
appropriate to obtain responsible assurance about the correctness of the contents of the
records. The verification was done on test basis to ensure that correct facts are
reflected in the records. I believe that the processes and practices that I follow provide
a responsible basis for my opinion.
iii. I have not verified the correctness and appropriateness of
financial records and books of accounts of the Company.
iv. Wherever required, I have obtained the management representation
about the compliance of laws, rules and regulations and happening of events etc.
Disclaimer
v. The compliance of the provisions of SEBI Regulations and other
applicable regulations including circulars, guidelines and standards is the responsibility
of management. My examination was limited to verification of procedures on test basis.
vi. The secretarial compliance report is neither an assurance as to the
future viability of the Company nor the efficacy or effectiveness with which the
management has conducted the affairs of the Company.
ANNEXURE- V
FORM No. AOC-2
[Pursuant to clause (h) of sub-section (3) of Section 134 of the
Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014]
Form for Disclosure of particulars of contracts/arrangements entered
into by the Company with the related parties referred to in sub-section 188(1) of the
Companies Act, 2013 including certain arms-length transaction under third proviso thereto.
1. Details of Contracts or Arrangements or transactions not at
Arm's length basis:
Sr. No. Particulars |
Details |
a. Name (s) of the Related
Party |
Sunflag Iron and Steel
Company Limited |
b. Nature of Relationship |
Regulation 2{zb){b)(ii) of
Securities and Exchange Board of India {Listing Obligations and Disclosure Requirements)
Regulations, 2015: Any person or any entity, holding equity shares of 10% or more,
with effect from 01st April, 2023 in the listed entity either directly or on a
beneficial interest basis as provided under Section 89 ofthe Companies Act, 2013, at any
time, during the immediate preceding financial year shall be deemed to be a related party. |
c. Nature of Contracts/
Arrangements/ Transaction |
Order for sale iron ore |
d. Duration of the Contracts/
Arrangements/ Transaction |
The arrangement shall be in
force and effect until the earlier of expiration of the iron ore mining lease period or
exhaustion of saleable iron ore extractable from the iron ore mine |
e. Salient terms of the
Contracts or Arrangements or Transaction including the value, if any |
Nature of Contract or
Arrangement: Order for sale of iron ore Particulars of contract or arrangement:
The transactions shall relate to sale of iron ore which will be
governed by the Company's Related Party Transaction Policy (as may be amended from
time to time) as well as the Ore Purchase Agreement (OPA) and shall be
within the overall limits as recommended by the Audit Committee approved by the Board of
Directors and Shareholders of the Company. Such transactions at all times will not be on
arms' lengths basis and not entered in the ordinary course of the Company's
business as they are be governed by the Arbitration Award dated. 22nd April
2022 and an Additional/ Supplementary Arbitration Award dated 28th April 2022
and OPA dated. 02nd May 2022. |
f. Justification for entering
into such contracts or arrangements or transactions |
The pricing for the iron ore
to be supplied to Sunflag will be as per the terms and conditions of the OPA. The OPA has
been signed pursuant to Arbitration Award dtd. 22nd April 2022 and an
Additional /Supplementary Arbitration Award dated. 28th April 2022 |
g- Date of approval by the
Board |
2nd May, 2024 |
h. Amount paid as advances, if
any |
NIL |
i. Date on which the special
resolution was passed in general meeting as required under first proviso to section 188 |
29th July, 2024 |
2. Details of Contracts or Arrangements or transactions at Arm's
length basis:
Sr. No. Particulars |
Details |
Details |
Details |
Details |
Details |
Details |
Details |
a. Name (s) of the Related Party |
Lloyds Infrastructure and
Construction Limited |
Thriveni Earthmovers Private
Limited |
Lloyds Engineering Works
Limited (formerly known as Lloyds Steels Industries Limited) |
Mandovi River Pellets Private
Limited |
Lloyds Surya Private Limited |
Thriveni Earthmovers and
Infra Private Limited |
Thriveni Earthmovers Private
Limited |
b. Nature of Relationship |
a. Mr. Madhur Gupta, Executive
Director and Promoter of the Company is also a Director on the Board of the related party
b. Mr. Shreekrishna Gupta, Promoter of the Company is also a Director on
the Board of the related party
c. Mr. Soundararajan
Ve n kateswa ra n, Exec ut i ve Director of the Company is also a
Director on the Board of the related party
d. Thriveni Earthmovers Private Limited, Promoter of the Company, is also
a Promoter of the related party |
a. Thriveni Earthmovers Private
Limited is the Promoter
of the Com pany w.e.f. 28th June,2021
b. Mr. Balasubramanian Prabhakaran, Managing Director of the related
party is also Managing Director of the Company |
a. Mr. Mukesh Gupta is the
Whole Time Director and Promoter
of the related party and also Chairman and Promoter Director of the
Company
b. Mr. Rajesh Gupta, Managing Director & Promoter of the Company is
also a Promoter of the related party.
c. Mr. Madhur Gupta, being an Executive Director of the Company is a
relative of Mr. Rajesh Gupta. |
Mr. Balasubramanian
Prabhakaran, Managing Director of the Company is also a Director of related party |
A private company in which a
director or manager or his relative is a member or director; A public company in which a
director or manager is a director; Any company which is- a holding, subsidiary or an
associate company of such company or a subsidiary of a holding company to which it is also
a subsidiary,
a. Lloyds Surya is a wholly owned subsidiary of the Company
b. Mr. Rajesh Gupta and Mr. Madhur Gupta are also directors of Lloyds
Surya |
Thriveni Earthmovers Private
Limited (TEMPL) & Thriveni Earthmovers and Infra Private Limited (TEIL'j
Section 2(76) (viii) of the Act: Any-body corporate which is an
investing company or the venturer of the Company and Regulation 2(1) (zb) of the Listing
Regulations:
a. TEMPL is the Promoter of the Company holding 19.12% (Nineteen point
One Two percent) of the paid-up equity of the Company as on 30th November,
2024,
b. Mr. Balasubramanian Prabhakaran,
Managing Director of the Company is also a promoter in TEIL and
collectively holds 96.5% (Ninety Six point Five percent) of the paid up equity of TEIL
along with his relatives as on 30th November, 2024, |
Thriveni Earthmovers Private
Limited & Promoter Shareholders Section 2 (76) (viii) of the Companies Act, 2013: Any-body
corporate which is an investing company or the venturer of the Company and Regulation 2(1)
(zb) of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (SEBI Listing Regulations),
a. TEMPL is the Promoter of the Company holding 19.12% (Nineteen
point One Two percent) of the paid-up equity of the Com pa ny as on 30th November,
2024,
b. Mr.
Balasubramanian Prabhakaran, Managing Director of the Company is also a
promoter inTEMPLand collectively holds 96.5% (Ninety Six point Five percent) of the paid
up equity ofTEILalong with his relatives as on 30th November, 2024.
Fie does not directly hold any shares in the Company. |
Sr. No. Particulars |
Details |
Details |
Details |
Details |
Details |
Details |
Details |
|
|
|
|
|
|
c. Mr. Balasubramanian
Karthikeyan is
the brother of Mr. Balasubramanian Prabhakaran,
Managing Director of the Company. He does not directly hold any shares in
the Company.
d. Mr. Palanivelugounder Balasubramanian
is the father of Mr. Balasubramanian Prabhakaran,
Managing Director of the Company. He does not directly hold any shares in
the Company.
e. Mrs. Balasubramanian Vasuki is the mother of Mr. Balasubramanian
Prabhakaran,
Managing Director
of the Company. She does not directly hold any shares in the Company.
Mr. Prabhakaran Sooryanarayanan is the son of Mr. Balasubramanian
Prabhakaran, Managing Director of the Company. He does not directly hold any shares in the
Company.
Mr. Balasubramanian Prabhakaran, Managing Director of the Company is also
a promoter in TEMPL and also majority shareholder of TEIL. |
c. Mr.
Balasubramanian Karthikeyan is the brother of Mr. Balasubramanian
Prabhakaran, Managing Director of the Company. He does not directly hold any shares in the
Company.
d. Mr.
Palanivelugounder Balasubramanian is the father of Mr. Balasubramanian
Prabhakaran, Managing Director of the Company. He does not directly hold any shares in the
Company.
e. Mrs.
Balasubramanian Vasuki is the mother of Mr. Balasubramanian Prabhakaran,
Managing Director of the Company. She does not directly hold any shares in the Company.
f. Mr. Prabhakaran Sooryanarayanan is the son of Mr. Balasubramanian
Prabhakaran, Managing Director of the Company. He does not directly hold any shares in the
Company. |
Sr. No. Particulars |
Details |
Details |
Details |
Details |
Details |
Details |
Details |
c. Nature of Contracts/
Arrangements/ Transaction |
Nature of Contract or
Arrangement:
Construction activities such as design, selling and purchasing of
engineering and construction of road infrastructure, bridge infrastructure, railway
infrastructure, industrial civil work, complex/township, slurry pipeline, fabrication of
steel structures and Technological structure. Also, erection and installation of steel
structures, technological structures and equipment's, electrical &
instrumentation components and mechanical & utilities etc. including BOOT, BOO, BOLT,
PPP models purchase and sale of construction equipments including but not
limited to any such other equipment, material, services as may be required from
time-to-time and the same can be carried out on own-account basis or on a fee or contract
basis, and services in connection to and related activities. |
Natu re of Contract or
Arrangement:
Order for Mining and Transportation of iron ore, supply of iron ore
pellets, services in connection to construction and related activities; such other trading
activities as may be necessary and incidental for carrying out Mine Developer and Operator
(MDO) services of the Company; transfer of mining rights; transfer of
Composite License (LOI) in respect of any metals and/or minerals including but
not limited to iron ore, coal; trading of assets and such other allied activities,
services in connection thereto to and related activities. |
Natu re of contract or
arrangement:
Pu rchase/sa le/su pply or procurement of goods/machinery/ materials
and availing/rendering of various services.
Particulars of contract or arrangement:
The proposed transactions relate to Pu rchase/sa le/su pply or
procurement of goods/machinery/ materials and availing/rendering of various services. |
Nature of contract or
arrangement:
Sale and purchase of iron ore, iron ore pellets and other products of
the Company; and other trading activities and such other ancillary and incidental
activities |
Nature of Contract or
Arrangement:
Guarantee for repayment of debts availed by Lloyds Surya.
Duration of contract or arrangement:
Guarantee shall fall away once the loan(s) availed by Lloyds Surya
is(are) repaid in full. Monetary value:
The monetary value of the aggregate transaction(s) shall not exceed ?
1000,00,00,000 (Rupees One Thousand Crores Only).
Particulars of contract or Arrangement and Material Terms:
Guarantee by Company for repayment of debts or loans availed from any
financial institution, bank or non-banking financial company or third party lenders who
have provided financial assistance to Lloyds Surya for its principal business activities.
Monetary value: The monetary value of the aggregate transaction(s)
shall not exceed ? 1000,00,00,000 (Rupees One Thousand Crores Only). |
Natu re of Contract or
Arrangement:
Share Subscription Agreement for subscription of
70.00. 00.000 (Seventy Crores) equity shares, representing 79.82%
(Seventy Nine point Eight Two percent) of the total issued, subscribed and paid-up equity
share capital of the TEIL. Monetary value:
The monetary value of the aggregate transaction(s) shall not exceed ?
70,00,00,000 (Rupees Seventy Crores Only).
Particulars of contract or arrangement:
The proposed transaction shall relate to Share Subscription Agreement
for subscription of
70.00. 00.000 (Seventy Crores) equity shares, representing 79.82%
(Seventy Nine point Eight Two percent) of the total issued, subscribed and paid-up equity
share capital of the TEIL. |
Natu re of Contract or
Arrangement:
Guarantee for redemption of the RPS or purchase of RPS from the
Promoter Shareholders or any company controlled by the Promoter Shareholders; OR Guarantee
for repayment of debts availed from External Lenders by Promoter Shareholder or any entity
controlled by Promoter Shareholders. Monetary value: Guarantee provided to Promoter
Shareholders or the External Lenders, as the case may be, will be for an aggregate
principal amount of ? 2500,00,00,000 (Rupees Two Thousand Five Hundred Crore Only) and all
returns thereto at any point of time. Particulars of contract or Arrangement and
Material Terms: Guarantee by the Company for either of the following items:
1. Guarantee by Company where under the Promoter Shareholders shall have
the right to require the Company to acquire the RPS from the Promoter Shareholders or
infuse funds in TEILfor redemption of RPS by TEIL subject to Demerger Scheme being
sanctioned and receiving NCLT Approval; or |
Sr. No. Particulars |
Details |
Details |
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Details |
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Details |
c. Nature of Contracts/
Arrangements/ Transaction |
Particulars of contract or
arrangement:
The proposed transactions shall relate to construction activities
such as design, selling and purchasing of engineering and construction of road
infrastructure, bridge infrastructure, railway infrastructure, industrial civil work,
complex/township, slurry pipeline, fabrication of steel structures and Technological
structure. Also, erection and installation of steel structures, technological structures
and equipment's, electrical & instrumentation components and mechanical &
utilities etc. including BOOT, BOO, BOLT,
PPP models purchase and sale of construction equipments including but not
limited to any such other equipment, material, services as may be required from
time-to-time and the same can be carried out on own-account basis or on a fee or contract
basis, and services in connection to and related activities.
Such transactions would at all times be on arms' lengths basis and
in the ordinary course of the Company's business |
Particulars of contract or
arrangement:
The proposed transactions shall relate to order for Mining and
Transportation of iron ore, supply of iron ore pellets, services in connection to
construction and related activities; such other trading activities as may be necessary and
incidental for carrying out Mine Developer and Operator (MDO) services of the
Company; transfer of mining rights; transfer of Composite License (LOI) in
respect of any metals and/or minerals including but not limited to iron ore, coal; trading
of assets and such other allied activities, services in connection thereto to and related
activities The monetary value of the aggregate transaction(s) shall not exceed ? 3,500
Crores (Rupees Three Thousand Five Hundred Crores only) for any given financial year on an
annual basis on arms' length basis which will be governed by the Company's
Related Party Transaction Policy (as may be amended from time to time) and shall be within
the overall limits as recommended by the Audit Committee approved by the Board of
Directors of the Company and approval of the Members of the Company. |
|
Particulars of contract or
arrangement:
The proposed transactions shall relate to sale and purchase of iron
ore, iron ore pellets and other products of the Company; and other trading activities and
such other ancillary and incidental activities thereto.
The monetary value of the aggregate transaction(s) shall not exceed ?
3,000 Crores (Rupees Three Thousand Crores only) for any given financial year on an annual
basis on arms' length basis which will be governed by the Company's Related
Party Transaction Policy (as may be amended from time to time) and shall be within the
overall limits as recommended by the Audit Committee approved by the Board of Directors of
the Company and approval of the Members of the Company. |
|
|
Guarantee by Company for
repayment of debts availed from External Lenders who have provided financial assistance to
the Promoter Shareholders or any company controlled by the Promoter Shareholders for its
principal business activities byway of loan or subscribing to non-convertible debentures
or any other form of borrowing. A counterguarantee shall be given to the Company
byTEMPLfor an equal amount of the Guarantee given by the Company to External Lenders, if
such Guarantee is provided to External Lenders prior to the NCLT Approval. Such
counter-guarantee byTEMPLshall be withdrawn on receiving NCLT Approval and RPS issuance,
while the Guarantee provided by the Company to External Lenders shall continue until the
full and final discharge of all Guaranteed Obligations. |
Sr. No. Particulars |
Details |
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d. Duration of the Contracts/
Arrangements/ Transaction |
As may be mentioned
specifically in each order |
As may be mentioned
specifically in each order |
As may be mentioned
specifically in each order |
As may be mentioned
specifically in each order |
Guarantee shall fall away once
the loan(s) availed by Lloyds Surya is(are) repaid in full. |
Not Applicable |
a. Redemption of RPS
RPSshall be redeemable at par, early redemption option is with
bothTEILand RPS holders.
b. Tenure of RPS
6 (Six) Years, subject to necessary statutory and other approvals.
c. Guarantee Fallaway dates which are same as proposed Mandatory RPS
redemption
or Mandatory Purchase dates (Guarantee Dates) as follows (all
amounts refer to principal amounts):- Minimum
700.00. 00.000 (Rupees Seven Hundred Crores Only) and upto
^875,00,00,000 (Rupees Eight Hundred and Seventy-Five Crores Only) - 31st
March 2026 Minimum
700.00. 00.000 (Rupees Seven Hundred Crores Only) and upto
? 875,00,00,000 (Rupees Eight Hundred and Seventy-Five Crores Only) -
31st March 2027 Minimum 600,00,00,000 (Rupees Six Hundred Crores Only)
and upto ? 750,00,00,000 (Rupees Seven Hundred and Fifty Crores Only)
- 31st March 2028 and irrevocably unconditionally the Company
is guaranteeing to the Promoter Shareholders to redeem RPS along with any returns on such
RPS or before the dates as mentioned above. |
Sr. No. Particulars |
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d. Events for Release of
Guarantee
1. For RPS Guarantee - On redemption of RPS by TEIL or Purchase of
RPS by LMEL
2. or any other guarantee - Until the repayment of the debt facility
procured from the External Lenders subject to Guarantee Falla way dates as above. |
e. Salient terms of the
Contracts or Arrangements or Transaction including the value, if any |
The proposed transactions
shall relate to construction activities such as design, selling and purchasing of
engineering and construction of road infrastructure, bridge infrastructure, railway
infrastructure, industrial civil work, complex/township, slurry pipeline, fabrication of
steel structures and Technological structure. Also, erection and installation of steel
structures, technological structures and equipment's, electrical &
instrumentation components and mechanical & utilities etc. including BOOT, BOO, BOLT,
PPP models purchase and sale of construction equipments including but not
limited to any such other equipment, material, services as may be required from
time-to-time and the same can be carried out on own-account basis or on a fee or contract
basis, and services in connection to and related activities.
Such transactions would at all times be on arms' lengths basis and
in the ordinary course of the Company's business. The transactions will be based on
orders to be issued from time to time for sale of iron ore. The monetary value of the
aggregate transaction(s) shall not exceed ? 4,000 Crores (Rupees Four Thousand Crores
only) for any given financial year on an annual basis. |
The proposed transactions shall
relate to order for Mining and Transportation of iron ore, supply of iron ore pellets,
services in connection to construction and related activities; such other trading
activities as may be necessary and incidental for carrying out Mine Developer and Operator
(MDO) services of the Company; transfer of mining rights; transfer of
Composite License (LOI) in respect of any metals and/or minerals including but
not limited to iron ore, coal; trading of assets and such other allied activities,
services in connection thereto to and related activities
The monetary value of the aggregate transaction(s) shall not exceed ?
3,500 Crores (Rupees Three Thousand Five Plundred Crores only) for any given financial
year on an annual basis on arms' length basis which will be governed by the
Company's Related Party Transaction Policy (as may be amended from time to time) and
shall be within the overall limits as recommended by the Audit Committee approved by the
Board of Directors of the Company and approval of the Members of the Company. |
The proposed contracts/
arrangements/ transactions shall relate to purchase/sale/supply or procurement of goods/
materials/ machinery and availing/rendering of various services, and such other allied
activities services in connection thereto to and related activities.
The monetary value of the aggregate transaction(s) shall not exceed ?
2,000 Crores (Rupees Two Thousand Crores only) for any given financial year on an annual
basis on arms' length basis which will be governed by the Company's Related
Party Transaction Policy (as may be amended from time to time) and shall be within the
overall limits as recommended by the Audit Committee approved by the Board of Directors of
the Company and approval of the Members of the Company. |
The proposed transactions shall
relate to sale and purchase of iron ore, iron ore pellets and other products of the
Company; and other trading activities and such other ancillary and incidental activities
thereto
The monetary value of the aggregate transaction(s) shall not exceed ?
3,000 Crores (Rupees Three Thousand Crores only) for any given financial year on an annual
basis on arms' length basis which will be governed by the Company's Related
Party Transaction Policy (as may be amended from time to time) and shall be within the
overall limits as recommended by the Audit Committee approved by the Board of Directors of
the Company and approval of the Members of the Company. |
The proposed transaction
shall reaiate to the financial assistance availed by Lloyds Surya will be utilized for
acquiring trucks, trailers, logistics, ancillary equipment and infrastructure including
storage space for commodities and workshop required to operate such logistics and
transport operations, which shall be used for transporting iron ore, pellets, coal, steel
and other commodities of the MDO business operations under TEIL. This business activity
will result is removing the reliance of the MDO Business on third party transport service
providers which is expected to result in significant cost reductions and increase in
profitability of the group's mining and MDO business margins, |
The proposed transaction shall
relate to Share Subscription Agreement for subscription of 70,00,00,000 (Seventy Crores)
equity shares, representing 79.82% (Seventy Nine point Eight Two percent) of the total
issued, subscribed and paid-up equity share capital of the TEIL. |
The proposed transaction
shall relate to Guarantee by the Company for either of the following items:
1. Guarantee by Company where under the Promoter Shareholders shall have
the right to require the Company to acquire the RPS from the Promoter Shareholders
or infuse funds in TEIL for redemption of RPS by TEIL subject to Demerger
Scheme being sanctioned and receiving NCLT Approval; or
2. Guarantee by Company for repayment of debts availed from External
Lenders who have provided financial assistance to the Promoter Shareholders or any company
controlled by
the Promoter Shareholders for its principal business activities byway of |
Sr. No. Particulars |
Details |
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Details |
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Details |
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especially as the Company is
expected to increase its mining volumes significantly on receipt of necessary approvals
from statutory authorities. The Company is of the view that the transport and logistics of
commodities for the MDO business can be done with much higher reliance and at a
significantly lower cost compared to the cost currently being paid to third party
transport providers, and thus intend to increase the volumes to be handies and transported
by Lloyds Surya for incremental volumes to be processed and handled as expected in coming
years. |
|
loan or subscribing to
non-convertibie debentures or any other form of borrowing. A counterguarantee shall be
given to the Company byTEMPLfor an equal amount of the Guarantee given by the Company to
External Lenders, if such Guarantee is provided to External Lenders prior to the NCLT
Approval. Such counter-guarantee by TEMPLshaii be withdrawn on receiving NCLT Approval and
RPS issuance, while the Guarantee provided by the Company to External Lenders shall
continue until the full and final discharge of ail Guaranteed Obligations. |
f. Date of approval by the
Board |
2nd May, 2024 |
2nd May, 2024 |
2nd May, 2024 |
2nd May, 2024 |
18th December,
2024 |
18th December,
2024 |
18th December,
2024 |
g- Amount paid as advances, if
any |
? 125.64 Crore |
? 32.10 Crore |
Nil |
? 4.81 Crore |
14.73 |
Nil |
Nil |
STATEMENT OF DISCLOSURE OF REMUNERATION
[Pursuant to Section 197 of the Companies Act, 2013 and Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
1. The percentage increase in remuneration of each Director, Chief
Financial Officer and Company Secretary during the F.Y. 2024-25 and ratio of the
remuneration of each Director to the median remuneration of the employees of the Company
for the F.Y. 2024-25 are as under:
Sr. No. Name
of Director / Key Managerial Personnel |
Designation |
Remuneration of Director/
KMP for Financial Year 2024-25 (in?) |
% increase in Remuneration
in the
F.Y. 2024-25 |
Ratio of Remuneration of
each Director /to median remuneration of employees |
1. Mr. Mukesh Gupta4 |
Non-Executive Director |
1,40,000 |
61 |
0.24 |
2. Mr. Babulal Agarwal |
Non-Executive Director |
80,000 |
-97 |
0.14 |
3. Mr. Rajesh Rajnarayan
Gupta~ |
Managing Director |
1,80,00,024 |
20 |
31.36 |
4. Mr. Balasubramanian
Prabhakaran~ |
Managing Director |
1,80,00,024 |
20 |
31.36 |
5. Mr. Madhur Gupta~ |
Executive Director |
1,65,00,012 |
37.5 |
28.74 |
6. Mr. Soundararajan
Venkateswaran~ |
Executive Director |
5,28,34,825& |
26.52 |
28.74 |
7. Mr. Jagannath Dange*4 |
Independent Director |
20,000 |
-84 |
0.03 |
8. Ms. Bhagyam Ramani*4 |
Independent Director |
75,000 |
15 |
0.13 |
9. Mr. Ramesh . uharuka |
Independent Director |
1,20,000 |
13 |
0.21 |
10. Dr. Seema 8aini |
Independent Director |
75,000 |
21 |
31.36 |
11. Dr. Satish Ramchandra Wate4 |
Independent Director |
1,00,000 |
39 |
0.17 |
12. Mr. Subbarao Venkata
Munnang |
Independent Director |
1,10,000 |
64 |
0.19 |
13. Mr. Mahendra Singh Mehta4 |
Independent Director |
1,40,000 |
100 |
0.24 |
14. Mr. Dinesh Kumar Jainx |
Independent Director |
- |
Not Applicable |
|
15.. Mr. Shabbirhusein Saikhadam
Khandwawala* |
Independent Director |
- |
Not Applicable |
|
16. Mr. Riyaz Shaikh |
Chief Financial Officer |
1,30,90,128& |
17.67 |
|
17. Ms. Trushali Shah** |
Company Secretary |
19,26,719& |
9.9 |
Not Applicable |
18. Mr. Akshay Vora? |
Company Secretary |
6,02,834 |
Not Applicable |
|
Notes:
*Mr. Jagannath Dange on account of completion of tenure, ceased to be
the Independent Director of the Company with effect from close of business hours of 26th
May, 2024.
*Ms. Bhagyam Ramani on account of completion of tenure, ceased to be
the Independent Director of the Company with effect from close of business hours of 26th
October, 2024.
a Mr. Dinesh Kumar Jain was appointed as the Independent Director of
the Company with effect from 23rd October, 2024. $Mr. Shabbirhusein
Shaikhadam Khandwawala was appointed as the Independent Director of the Company with
effect from 18th December, 2024.
**Ms. Trushali Shah cease to be the Company Secretary and Compliance
Officer (Key Managerial Personnel) of the Company from the close of business hours on 18th
December, 2024.
?Ms. Akshay Vora was appointed as Company Secretary and Compliance
Officer of the Company with effect from 19th December, 2024.
&
Remuneration includes perquisites for options exercised in
accordance with the Employee Stock Option Plan. Remuneration to Non-Executive Directors
and Independent Directors is paid only by way of Sitting Fees.
~ Percentage increase in remuneration paid to Executive Directors is
calculated on annual CTC basis.
2. The percentage increase in the median remuneration of employees in
the Financial Year
The percentage change in the median remuneration of employees in the
Financial Year 2024-25 was 11.44%.
3. The number of permanent employees on the rolls of Company
1500 employees (permanent) were on the rolls of the Company as on 31st
March, 2025.
4. Average percentile increases already made in the salaries of
employees other than the managerial personnel in the last Financial Year and its
comparison with the percentile increase in the managerial remuneration and justification
thereof and point out if there are any exceptional circumstances for increase in the
managerial remuneration
During the Financial Year under review, average percentage increase in
the salary of the Company's employees, other than managerial personnel is 9.89%.
5. It is hereby affirmed that the remuneration paid is as per the
Remuneration Policy for Directors, Key Managerial Personnel and other employees.
DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
[Pursuant to Section 134(3)(m) of the Companies Act, 2013 Read with
Rule 8(3) of the Companies (Accounts) Rules, 2014]
A. CONSERVATION OF ENERGY
(i) Steps taken for conservation of energy
a) The organization has taken initiatives for conservation of
electrical energy using variable frequency drives for kiln fans and belts along with
replacement of conventional lights by low energy consuming LED lights for optimum
illumination with less power consumption.
b) In De-dusting (DE6) system replacement of 200 KW motor along with
Soft starter to 132 KW motor with Variable Frequency Drive (VFD) for optimizing the Energy
consumption. At least 20% of Energy saving is achieved by the change. Beside this, there
is an improvement in equipment life due to less wear and tear.
c) We are in the process of establishing an energy management system in
accordance with ISO 50001 across our operational locations.
(ii) The steps taken by the company for utilizing alternate sources of
energy
a) The organization is continuously working for utilization of
non-fossile fuels for our energy requirement. Firing Bamboo dust in our boiler is a big
achievement for reduction in ambient pollutants along with proper utilisation of plant
waste for power generation for making the unit eco-friendly.
b) The organization utilised the space over the car parking for
generation of electrical power by installing the solar PV panels system.
c) With the support of our Mine Development Operating (MDO)
partner, Thriveni Earthmovers Private Limited we have successfully deployed electrically
converted equipment such as drills and backhoe excavators (total 13 units) to carry out
hematite iron ore mining at Surjagarh Ironore Mines of the Company.
In addition, several battery-operated machines have been integrated
into operations, including 70-ton self-charging dumpers, wheel loaders, and light motor
vehicles (total 77 units), as part of our transition from fossil fuel-based to electric
machinery.
d) We are in the process of executing a Power Purchase Agreement
(PPA) for over 80 MW of electricity sourced from solar and wind energy for our
operations. The term sheet for this agreement has been signed during the current financial
year.
(iii) The capital investment on energy conservation equipment
As part of our commitment to sustainability and operational efficiency,
the Company has initiated the adoption of Liquefied Natural Cas (LNC) across key
functions. LNC-powered trucks are being introduced into our logistics fleet, enabling a
significant reduction in emissions while also achieving an estimated 30% cost savings
compared to conventional diesel fuel.
B. TECHNOLOGY ABSORPTION
(i) Research and Development
a) The Company has not undertaken any significant research and
development activities during the current Financial Year; however, efforts are being made
to enhance and expand the Company's research and development activities.
(ii) The efforts made towards technology absorption
1. Reduction of Kiln Inlet Cone Diameter from 1500mm to 1350mm, which
benefited to increase in kiln volume and thus increase of feed rate and finally
production. Alongside this, there is also an increase in Flue gas quantum, which
contributes to the increase of Steam generation from Waste heat and thus Electricity
generation.
2. LNC is being integrated into our pellet production process as a
cleaner and more economical energy source. This dual application of LNC reflects our
strategic focus on lowering operational costs and reducing our environmental impact across
the value chain.
(iii) The benefits derived like product improvement, cost reduction,
product development or import substitution
a. Cost Reduction
Size of Dolomite is changed from 0-4 mm to 1-6 mm due to which
consumption of Dolomite get reduced and has resulted in saving cost.
(iv) In case of imported technology (imported during the last three
years reckoned from the beginning of the Financial Year)
During the Financial Year under review, no technology has been
imported.
C. EXPENDITURE INCURRED ON RESEARCH AND DEVELOPMENT
(? in Crore)
Particulars |
For the year ended
31st March, 2025 |
For the year ended
31st March, 2024 |
Revenue
Expenditure |
- |
- |
Capital Expenditure |
- |
- |
Any Other |
- |
- |
D. FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars |
For the year ended
31st March, 2025 |
For the year ended
31st March, 2024 |
Foreign Exchange Outflows
(outgo) |
480.45 |
163.81 |
Foreign Exchange Inflows
(earnings) |
876.01 |
814.94 |