Lloyds Metals & Energy Ltd

Dear Members,

Your Director's are pleased to present the Forty-Seventh Annual Report on the business and operations of Lloyds Metals and Energy Limited, along with the summary of the Audited Standalone and Consolidated Financial Statements for the financial year ended 31st March, 2024.

FINANCIAL PERFORMANCE AND THE STATE OF THE COMPANY'S AFFAIRS

(in Rs. Crores)

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 are operating in full swing at the Surjagarh area of Gadchiroli district of the State of Maharashtra, with the assistance of Thriveni Earthmovers Private Limited ("TEMPL"); Mine Development operator ("MDO") and a Co-Promoter of the Company.

The Company during the period under review was able to mine its rated capacity of 10 Million Tonnes 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 gradually increasing its mining capacity from 10 Million Tonnes per annum to 55 Million Tonnes per annum.

The iron ore production is as below:

showing an increase of 179.10 %

The Company was also able to sell below quantity of iron ore:

showing an increase of 81.21%.

The total income of the mining division is as below:

(Rs. In Crores)

SPONGE IRON DIVISION

During F.Y 2023-24, the Company undertook various modernization and overhauling of the DRI plant in Ghugus to increase its throughput. The operations at the Company's DRI plant situated at Konsari has also commenced in the financial year 2023-24.

The production of Sponge Iron Division is as below:

showing an increase of 28.32 %.

The total income of the division is as below:

(' In Crores)

showing an increase of 10.48 %.

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:

showing an increase of 25.93%.

The total income of the division was as below:

(' In Crores)

showing an increase of 76.70%.

TRADING OF PELLETS

The Company during the said financial year has started 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 Goa. 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 Goa to the Company as per its requirement from time to time. This has enabled the Company to do marketing and in order to prepare itself for marketing of pellets of larger volume later when its Pellet Plants at Konsari and Ghugus are commissioned respectively.

MRPPL sells the balance pellets manufactured at its plant in the State of Goa (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:

(' In Crores)

RESERVES OF IRON ORE

The quality of the iron ore mined from the Company's mines comprises of Hematite, in Maharashtra with an average grade of 63% Fe. The Company does not have to pay any premium to the Government over the lifetime of its Surjagarh Iron Ore Mine ("SIOM"). It has a total lease area of 348.09 Hectares with a lease period of 50 years till 2057.

In the year 1972 a mineral exploration was undertaken at the Company's Surjagarh Iron Ore Mine ("SIOM") wherein 57 bore holes (core drilling) had been drilled upto a total of 4,000 Meters during 1963- 1969 & 1970-71 by Directorate of Geology and Mining, Government of Maharashtra where in the reserves were pegged at 81 Million. As of 2022 the iron ore reserves at SIOM were pegged at 87.972 Million Tons.

The Company then engaged TATA Steel Industrial Consulting ("TSIC"), consulting arm of Tata Steel Limited in the year 2022 to carry out further mineral exploration for its SIOM with modern technologies and usage of high-power machineries. 188 bore holes were drilled from the year 2022 upto a total of 23,121 Meters.

As per the Mineral Resource Report received from TSIC, it estimates a geological resource of 863 Million Tonnes which comprises of 157 Million Tonnes of Iron Ore and 706 Million Tonnes of Banded Hematite Quartzite ("BHQ").

The Company aims for a sustainable and long-term growth journey with an increase of 5.5X in mining over a period of next 4-5 years.

A. Forward integration projects at Ghugus, 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 Ghugus in Chandrapur district in Maharashtra. And also has an iron ore mine in operation, in the nearby district of Gadchiroli. 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 is evaluating various projects at Ghugus with additional DRI units, Steel Melting and Rolling Mill units as a part of the expansion projects. Presently, the Company is selling its DRI (an intermediate steel product) and Power to various consumers in the State of Maharashtra.

In addition to the below approved expansion projects by the Members of the Board at Ghugus in their Meeting held on 14th September, 2020. The Company during the year has approved the below expansion projects at Ghugus District Chandrapur.

• Implementation of 1.2 Million Tonnes Wires Road, Blast Furnace and Coke Oven Plant

W.r.t. the forward integration plans of the Management, the Company plans to set-up a 1.2 Million Tonnes Wires Road, Blast Furnace and Coke Oven along with additional DRI capacity which will utilize more than 1 Million Tonnes Pellets. 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 CAGR 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- 125 MW

• 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 total investment for the project is Rs. 4,152 Crores. Further, the best National Engineering agencies have been onboarded for the successful completion of the project and International Techno-Commercial negotiations are also being undertaken for the same.

The Board of Directors of the Company have approved the expansion plan in their Meeting held on 23rd October, 2023 and 22nd January, 2024.

• Setting up of a 1 X 4 Million Tonnes per annum Pellet Plant and Slurry Pipeline

The Company is in process of setting-up a 1 X 4 Million Tonnes per annum Pellet Plant at Ghugus, Dist. Chandrapur. This will entail forward integration of the iron ore fines mined from the Surjagarh Iron Ore Mine ("SIOM") of the Company to manufacturing of Pellets. The Promoters of the Company have hands-on experience of running a Pellet Plant. Further, Pellets is exportable to many countries around the world.

Straight Grate technology is being used by the Company for erection of the Pellet Plant. This will entail the Pellet Grade of Fe:64.3%. The technology provider for the same is NewFer GmbH based in Germany and the Engineering consultants are Essar Constructions India Limited ("ECIL").

Further, a slurry pipe-line for transporting iron ore in slurry form is also being put-up by the Company which will be a first of its kind in the State of Maharashtra. The annual requirement of 4 Million Tonnes per annum Pelletization plant will require Iron Ore fines which will supplied by slurry pipeline from Konsari. The consultant for the slurry pipeline is Ausenco, USA.

Putting-up of a slurry pipeline will also entail negligible logistics cost and reducing the carbon footprint of the Company. Of the 4 Million Tonnes Pellets produced, few Million Tonnes will be for the internal consumption and the rest will be sold in the open market.

The CAPEX entailed for the erection of a 1 X 4 Million Tonnes per annum Pellet Plant and a Slurry Pipeline at Ghugus is Rs. 2,250 Crores.

The Board of Directors of the Company have approved the expansion plan in their Meeting held on 22nd January, 2024.

• Erection of 2 X 4 Million Tonnes per annum Pellet Plant, Slurry Pipeline, Grinding and Pumping unit

The Company along with at its Ghugus Plant location is also setting up a 2 X 4 Million Tonnes per annum pellet plant at its Konsari Plant location. This is in line with the similar forward integration of the iron ore fines mined from the Surjagarh Iron Ore Mine ("SIOM") of the Company to manufacturing of Pellets. The technological consultants and the process being used is same as being used at Ghugus Plant location of the Company. Along with same grade of pellets being manufactured.

Further, a slurry pipe-line for transporting iron ore in slurry form is also being put-up by the Company which will be a first of its kind in the State of Maharashtra. The annual requirement of 4 Million Tonnes per annum Pelletization plant will require Iron Ore fines which will supplied by slurry pipeline from SIOM. The consultant for the slurry pipeline is Ausenco, USA.

Putting-up of a slurry pipeline will also entail negligible logistics cost and reducing the carbon footprint of the Company.

The CAPEX entailed for the erection of a 2 X 4 Million Tonnes per annum Pellet Plant and a Slurry Pipeline at Konsari is Rs. 4,500 Crores.

The Board of Directors of the Company have approved the expansion plan in their Meeting held on 08th December, 2023.

• 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 ("GoI") 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 Rs. 16,000 Crores.

C. Road ahead for Mining:

Surjagarh (Wooria hills) located in Surjagarh hill range is a well-known region in the Gadchiroli district of the State of Maharashtra, due to its good quality of iron ore.

The quality of the iron ore mined from the Company's mines comprises of Hematite in Maharashtra with an average grade of 63% Fe. The Company does not have to pay any premium to the Government over the lifetime of its Surjagarh Iron Ore Mine ("SIOM"). It has a total lease area of 348.09 Hectares with a lease period of 50 years till 2057.

In the year 1972 a mineral exploration was undertaken at the Company's Surjagarh Iron Ore Mine ("SIOM") wherein 57 bore holes (core drilling) had been drilled upto a total of 4,000 Meters during 1963- 1969 & 1970-71 by Directorate of Geology and Mining, Government of Maharashtra where in the reserves were pegged at 81 Million. As of 2022 the iron ore reserves at SIOM were pegged at 87.972 Million Tons.

The Company then engaged TATA Steel Industrial Consulting ("TSIC"), consulting arm of Tata Steel Limited in the year 2022 to carry out further mineral exploration for its SIOM with modern technologies and usage of high-power machineries. 188 bore holes were drilled from the year 2022 upto a total of 23,121 Meters.

As per the Mineral Resource Report received from TSIC, it estimates a geological resource of 863 Million Tonnes which comprises of 157 Million Tonnes of Iron Ore and 706 Million Tonnes of Banded Hematite Quartzite ("BHQ").

The Company aims for a sustainable and long-term growth journey with an increase of 5.5X in mining over a period of next 4-5 years.

The Company has various best national and international agencies on board for successful and timely commencement of the Plant / Project. The Board of Directors have in their Meetings held on 25th April, 2023, 23rd October, 2023 and 08th December, 2023 have approved various expansion plans of the Company.

PROJECTS COMPLETED / COMMISSIONED D. Green Field DRI Plant at Konsari, Gadchiroli:

The Company has within 13 months of its receipt of Environmental Clearance ("EC") from The Ministry of Environment, Forest and Climate Change ("MoEFCC") has commissioned its 70,000 Tonnes Per Annum DRI plant.

Over a period of time the Company will be employing 5,000 people from highly skilled to semi-skilled.

ON STANDALONE BASIS

The total income of the Company on standalone basis is as below:

(Rs. In Crores)

The Company has reported a net profit as below:

(Rs. In Crores)

ON CONSOLIDATED BASIS

The consolidated total income of the Company is also below:

The total income of the Company on consolidated basis is as below:

(Rs. In Crores)

The Company has reported a net profit on consolidated basis as below:

(' In Crores)

LISTING ON NATIONAL STOCK EXCHANGE OF INDIA LIMITED ("NSE"):

The Equity Shares of the Company w.e.f. 17th July, 2023 have been actively listed and traded on National Stock Exchange of India Limited ("NSE") along with being listed and traded on Bombay Stock Exchange Limited. With this the equity shares of the Company are being listed and traded on two most leading Stock Exchanges in India.

VOLUNTARY DELISTING FROM METROPOLITAN STOCK EXCHANGE OF INDIA LIMITED ("MSEI"):

The Company after following due compliances has been voluntarily delisted from Metropolitan Stock Exchange of India Limited ("MSEI"). The Company received Exchange's approval vide their letter dtd. 21st November, 2023 stating that the Equity Shares of the Company shall be suspended from trading w.e.f. 29th November, 2023 and further the Company will be delisted from the Capital Market Segment of the Exchange w.e.f. 06th December, 2023.

Prior to the delisting, the equity shares of the Company were only listed on MSEI and were not traded.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is set out in this Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and its subsidiaries, prepared in accordance with the Companies Act, 2013 and applicable Indian Accounting Standards along with all relevant documents and the Auditors' Report form part of this Annual Report. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiaries.

The Financial Statements as stated above are also available on the website of the Company at www.lloyds.in.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

As on 31st March, 2024, the Company has 03 (three) subsidiaries viz;

• Lloyds Logistics Private Limited (formerly known as Thriveni Lloyds Mining Private Limited)

• Lloyds Infinite Foundation

• Lloyds Surya Private Limited (incorporated on 11th October, 2023)

Pursuant to Rule 8(5)(iv) of the Companies (Accounts) Rules, 2014, the names of the companies which have become and ceased to be associates/subsidiary/joint venture companies during the year are provided below.

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.

FINAL DIVIDEND

Your Board of Directors recommend the payment of Final dividend of Re. 1 /- (Rupee One only) for each fully-paid equity share of Re. 1/- (Rupee One only) (i.e., 100%). This will be paid subject to the Shareholders approval at the ensuing 47th Annual General Meeting of the Company.

TRANSFER TO RESERVES

During the year under review, no amount was transferred to the General Reserves of the Company.

SHARE CAPITAL ESOP Allotment

The Company during the year has made allotment of 4,29,315 Equity Shares to its ESOP Trust under its ESOP Policy ["Lloyds Metals and Energy Limited Employee Stock Option Plan - 2017" ("LLOYDS ESOP 2017" / "Plan")].

QUALIFIED INSTITUTION PLACEMENT

The Company is in process of raising funds via Qualified Institution Placement for the purposes of its capital expenditure for its ongoing and future expansion projects 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 for the same.

PLEDGE OF EQUITY SHARES OF THE COMPANY BY THE PROMOTERS

The Group 2 Promoters of the Company, have pledged their equity shares with Catalyst Trusteeship Limited ("the Debenture Trustee" / "Debenture Trustee") to secure financial facilities as availed by Thriveni Earthmovers Private Limited ("TEMPL") to secure 88,000 unrated, unlisted, secured, redeemable Non-Convertible Debentures with the face value of Rs. 1,00,000/- (Rupees One Lakh only) each under various series aggregating to an amount of Rs. 8,80,00,00,000 (Rupees Eight hundred and Eighty Crores only) and 2,500 unrated, unlisted, secured, redeemable Non-Convertible Debentures with the face value of Rs. 10,00,000/- (Rupees Ten Lakhs only) each under various series aggregating to an amount of Rs. 2,50,00,00,000 (Rupees Two hundred and Fifty Crores only). Below are the details of their pledge:

UTILIZATION OF FUNDS

During the year under review, the Company has not raised any funds through any mode. However, the Company is in process of raising funds via QIP

DEMATERIALIZATION OF SHARES

As on 31st March, 2024, there were approximately 50,16,54,425 Equity Shares in dematerialized form through depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited, which represents about 99.29% of the total issued, subscribed and paid-up capital of the Company.

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 Nomination and Remuneration Committee had allotted 4,29,315 Equity Shares to the Lloyds Employees Welfare Trust under Lloyds Metals and Energy Limited Employee Stock Option Plan - 2017.

ESOP Grant

The Nomination and Remuneration Committee at their meeting held on 08th August, 2023 have granted 10,27,750 Options, on 18th December, 2023 have granted 43,300 Options and on 21st March, 2024 have granted 7,500 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.

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.

The Company has received a certificate from the auditors of the Company that the "LMEL ESOP 2017" have been implemented in accordance with the SEBI regulations and as per the resolution passed by the Members of the Company.

The necessary disclosure pursuant to section 62 of the Companies Act, 2013 read with Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of the SEBI (Share Based Employee Benefits) with regard to Employee Stock Option Scheme of the Company is available at Company's website i.e., www.lloyds.in

CHANGE 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 CHANGES 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

The year under review saw the following changes to the Board of Directors ("Board"):

1. Mr. Babulal Agarwal, Managing Director (DIN: 00029389), resigned as the Managing Director of the Company w.e.f. closing of the business hours of 07th August, 2023.

2. Mr. Devidas Kambale, Independent Director of the Company (DIN: 01569430), retired as an Independent Director of the Company w.e.f. 12th November, 2023.

Inductions to the Board

3. Based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors in accordance with the provisions Section 196, 197, 203 read with Schedule V of the Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in their Meeting held on 08th August, 2023 has re-designated:

a. Mr. Rajesh Gupta (DIN: 00028379) as the Managing Director of the Company for a period of 5 years commencing from 08th August, 2023 not liable to retire by rotation u/s 152 of the Companies Act, 2013

b. Mr. Balasubramanian Prabhakaran (DIN: 01428366) as the Managing Director of the Company for a period of 5 years commencing from 08th August, 2023 not liable to retire by rotation u/s 152 of the Companies Act, 2013

c. Mr. Madhur Gupta (DIN: 06735907) as the Executive Director (Promoter) of the Company commencing from 08th August, 2023 liable to retire by rotation u/s 152 of the Companies Act, 2013

4. Based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors in accordance with the provisions Section 161(1) read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in their Meeting held on 08th August, 2023 has appointed Mr. Babulal Agarwal (DIN: 00029389) as a Non-Executive Promoter Director (Vice-Chairman) of the Company liable to retire by rotation u/s 152 of the Companies Act, 2013

5. Based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors in accordance with the provisions Section 149, 152 read with Schedule V of the Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in their Meeting held on 08th August, 2023 has appointed Mr. Venkateswaran Soundararajan (DIN: 08035383) as an Executive Director of the Company for a period of 5 years not liable to retire by rotation u/s 152 of the Companies Act, 2013

6. Based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors in accordance with the provisions Section 149, 150 and 152 read with Schedule IV of the Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in their Meeting held on 23rd October, 2023 has appointed Mr. Mahendra Singh Mehta (DIN: 00019566) as an Independent Director of the Company for one term of period of 5 years

Mr. Mahendra Singh Mehta, is a BE Mech and MBA from IIM-A. Mr. Mehta is an industry stalwart with over 40 years rich experience in leading organisations. His experience covers wide ranging industries such as non-ferrous metals, mining, steel, power generation and distribution, cement, infrastructure, etc.

The Members of the Company have approved appointment of Mr. Mehta as the Independent Director of the Company for respective one term of five years vide Postal ballot resolution dtd. 14th January, 2024.

7. I n accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company, Mr. Mukesh Gupta, (DIN: 00028347) Director of the Company, retires by rotation at the ensuing 46th Annual General Meeting of the Company and being eligible, offers himself for re-appointment.

KEY MANAGERIAL PERSONNEL

In terms of section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are Mr. Rajesh Gupta, Managing Director, Mr. Balasubramanian Prabhakaran, Managing Director, Mr. Riyaz Shaikh, Chief Financial Officer and Ms. Trushali Shah, Company Secretary & Compliance Officer.

During the under review, below were the changes in the Key Managerial Personnel of the Company:

1. Mr. Babulal Agarwal, Managing Director (DIN: 00029389), resigned as the Managing Director of the Company w.e.f. closing of the business hours of 07th August, 2023

2. Mr. Rajesh Gupta (DIN: 00028379) was re-designated as the Managing Director of the Company for a period of 5 years commencing from 08th August, 2023 not liable to retire by rotation u/s 152 of the Companies Act, 2013

3. Mr. Balasubramanian Prabhakaran (DIN: 01428366) was re-designated as the Managing Director of the Company for a period of 5 years commencing from 08th August, 2023 not liable to retire by rotation u/s 152 of the Companies Act, 2013

DIRECTORS' RESPONSIBILITY STATEMENT Your Director's state that:

1. in the preparation of the annual accounts for the year ended 31st March, 2024, the applicable accounting standards have been followed and there are no material departures from the same;

2. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates 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, 2024 and of the profit of the Company for the year ended on that date;

3. the Directors have taken proper and sufficient care 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;

4. t he Directors have prepared the annual accounts on a "going concern basis";

5. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

6. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DISCLOSURE RELATED TO BOARD AND COMMITTEES

Board Meetings

The Board met 07 (seven) times during the F.Y. 2023-24 on 25th April, 2023, 09th June, 2023, 08th August, 2023, 23rd October, 2023, 08th December, 2023, 22nd January, 2024 and 21st March, 2024. The Meeting details are provided in the Corporate Governance Report that forms part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days as prescribed in the Companies Act, 2013.

Committees of the Board

As on 31st March, 2024, the Board had 07 (seven) Committees viz: Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee, Corporate Social Responsibility Committee, Share Transfer and Shareholder's/Investor's Grievance Committee, Committee of Board of Directors and Risk Management Committee. A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report that forms part of this Annual Report.

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 of, and Paras II, V and VIII of Schedule IV to, the Act and Regulation 17 of Para A of Part D of Schedule II to SEBI Regulations 2015, 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 graded 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.

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 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.

Declaration by Independent Directors

The Company has received declaration from the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 read with Regulation 16(1 )(b) of the Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstances or situations which exist or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as the Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. In terms of Section 150 of the Act, read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed about their enrolment in the data bank of Independent Directors maintained with the Indian Institute of Corporate affairs.

Familiarization Programme for Independent Directors

The Company has formulated a programme for Familiarization of Independent Directors with regard to their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates etc. The detail of such Familiarization programme conducted during the financial year 2023-24 can be accessed on the Company's website at www.lloyds.in.

During the year under review, the Independent Directors met once on 21st March, 2024. The Meeting held inter alia, to:

a. Review the performance of Non-Independent Directors, and the Board of Directors as a whole;

b. Review the performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors.

c. Assess the quality, content and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present at the said meeting. The observations made by the Independent Directors have been adopted and put into force.

COMPANY'S VARIOUS POLICIES

In accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013 the Company has formulated and implemented the following policies. All the Policies are available on Company's website (www.lloyds.in) under the heading "Policies". The policies are reviewed periodically by the Board and updated based on need and requirements.

Whistle Blower & Vigil Mechanism Policy

Whistle Blower Policy of the Company includes in its scope any instances related to Insider Trading and also provides access to the Employees of the Company to report the instances of leak of Unpublished Price Sensitive Information or suspected leak of Unpublished Price Sensitive Information. The Company has established Vigil Mechanism for the Directors and Employees of the Company to report, serious and genuine unethical behavior, actual or suspected fraud and violation of the Company's code of conduct or ethics policy. It also provides adequate safeguards against victimization of persons, who use such mechanism and makes provision for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. None of the Employees of the Company has been denied access to the Audit Committee.

The Whistle Blower & Vigil Mechanism policy can be accessed on the Company's website on at www.lloyds.in/policies

Policy for Related Party Transactions

In line with the requirements of Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Policy on Related Party Transactions. The policy regulates all transactions taking place between the Company and its related parties in accordance with the applicable provisions.

The policy on Related Party Transaction can be accessed on the Company's website at www.lloyds.in

Code of conduct for Director(s) and Senior Management Personnel

The Company has adopted a Code of Conduct for the Senior Management Personnel, Directors (Executive / Non-Executive) including a Code of Conduct for Independent Directors which suitably incorporates the duties of Independent Directors as laid down in the Act.

The above code can be accessed on the Company's website at www.lloyds.in

Risk Management Policy

The Risk Management policy is formulated and implemented by the Company in compliance with the provisions of the Companies Act, 2013 and Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The policy helps to identify the various elements of risks faced by the Company, which in the opinion of the Board threatens the existence of the Company.

The Risk Management Policy can be accessed on the Company's website at www.lloyds.in/policies/

The Policy has been formed by the Board in their Meeting held on 11th February, 2022 and reviewed in their Meeting held on 16th March, 2023.

Risk Management Committee

The Company has formed its Risk Management Committee. The current constitution of the Committee is as below:

a. Mr. Rajesh Gupta, Managing Director - Promoter, Chairman

b. Mr. Madhur Gupta, Executive - Promoter Director, Member

c. Dr. Satish Wate, Independent Director, Member*

d. Mr. Devidar Kambale, Independent Director, Member*

e. Mr. Jagannath Dange, Independent Director, Member

*Mr. Devidas Kambale, Independent Director upon retirement has ceased to be a Member of the Committee w.e.f. 12h November, 2023 and Dr. Satish Wate, Independent Director is a Member of the Committee w.e.f. 12th November, 2023.

As per Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 the requirements and compliances of Risk Management Committee were applicable to the Company for the F.Y 2023-24.

Nomination and Remuneration Policy

In line with the requirements of Section 178 Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Nomination & Remuneration Policy.

The Nomination & Remuneration policy provides guidelines to the Nomination & Remuneration Committee relating to the Appointment, Removal & Remuneration of Directors, Key Managerial Personnel and Senior Management. This policy formulates the criteria for determining qualifications, competencies, positive attributes and independence for the appointment of a director (Executive / Non-Executive) and also the criteria for determining the remuneration of the Directors, Key Managerial Personnel, Senior Management and other employees. It also provides the manner for effective evaluation of performance of Board, its Committees' and Individual Directors.

The Nomination and Remuneration Policy can be accessed on the Company's website at www.lloyds.in

Nomination and Remuneration Committee

The Company has re-constituted its Nomination and Remuneration Management Committee in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The current constitution of the Committee is as below:

a. Mr. Jagannath Dange, Independent Director, Chairman

b. Mr. Mukesh Gupta, Non-Executive - Promoter Director, Member*

c. Mr. Devidas Kambale, Independent Director, Member**

d. Mr. Madhur Gupta, Executive - Promoter Director, Member*

e. Mr. Mahendra Singh Mehta, Independent Director, Member**

*Mr. Madhur Gupta, (Non-Executive Promoter Director upto

07th August, 2023 and Executive Promoter Director of the Company w.e.f. 08*' August, 2023), Member of the Committee has ceased to be a part of the Committee w.e.f. 08'h August, 2023 and Mr. Mukesh Gupta (NonExecutive Non-Independent), became a Member of the Committee w.e.f. 08th August, 2023.

**Mr. Devidas Kambale, Independent Director, Member of the Committee, on account of retirement, has ceased to be the Member of the Committee w.e.f. 12h November, 2023 and Mr. Mahendra Singh Mehta, Independent Director became a Member of the Committee w.e.f. 12h November, 2023.

Policy for Determination of Materiality of an Event or Information

In line with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a policy for determination of materiality-based events.

The Policy for Determination of materiality of an event or information policy can be accessed on the Company's website at www.lloyds.in

Policy on Preservation of Documents

In pursuant to Regulation 9 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted the policy on preservation of the documents.

The policy on preservation of documents can be accessed on the Company's website at www.lloyds.in

Insider Trading -Code of Conduct

In pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted an Insider Trading Code. The Code provides framework for dealing with the securities of Company in mandated manner.

The above Insider Trading-code of conduct can be accessed on the company's website at www.lloyds.in

Policy for Procedure of Inquiry in Case of Leak of Unpublished Price Sensitive Information ("UPSI")

In pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated a written policy and procedures for inquiry in case of leak of unpublished price sensitive information and initiate appropriate action on becoming aware of leak of unpublished price sensitive information and inform the Board promptly of such leaks, inquiries and results of such inquiries. In pursuant to this regulation, the Company has adopted the Policy for Procedure of Inquiry in Case of Leak of Unpublished Price Sensitive Information ("UPSI").

Policy for procedure of Inquiry in case of Leak of Unpublished Price Sensitive information ("UPSI") can be accessed on the Company's website at www.lloyds.in

Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information

In pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated an Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information which includes therein the policy for determination of "Legitimate purposes for sharing UPSI"

The Code of Practices and Procedures for Fair Disclosure of the Unpublished Price Sensitive Information can be accessed on the company's website at www.lloyds.in

Corporate Social Responsibility Policy

The Corporate Social Responsibility Policy (hereinafter "CSR Policy") of the Company has been prepared pursuant to Section 135 of the Companies Act, 2013 and the Company (Corporate Social Responsibilities) Rules 2014. The CSR policy serves as the referral document for all CSR related activities of the Company. The CSR Policy relates to the activities to be undertaken by the Company as specified in Schedule VII and other amendments / circulars thereon of the Companies Act, 2013. The CSR Policy can be accessed on the Company's website at www.lloyds.in

The Company undertakes its CSR activities via "Lloyds Infinite Foundation", a 100% Wholly-Owned Subsidiary.

Corporate Social Responsibility Committee

The Company has re-constituted its Corporate Social Responsibility Committee in accordance with Section 135 of the Companies Act, 2013 the current constitution of the Committee is as below:

a. Mr. Devidas Kambale, Independent Director, Chairman*

b. Dr. Seema Saini, Independent Director, Chairperson*

c. Mr. Rajesh R. Gupta, Managing Director - Promoter, Member

d. Mr. Ramesh Luharuka, Independent Director, Member

*Mr. Devidas Kambale, Independent Director upon retirement as the Independent Director of the Company has ceased to be a Chairman of the Committee w.e.f. 12h November, 2023 and hence, Dr. Seema Saini, Independent Director has become the Chairperson of the Committee w.e.f. 12th November, 2023.

The disclosures with respect to CSR activities are given in "Annexure - II".

CORPORATE GOVERNANCE

The Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with. As per Regulation 34(3) Read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance, together with a certificate from the Company's Statutory Auditors, forms part of this Report.

AUDITORS Statutory Auditor

Pursuant to Section 139 of the Companies Act, 2013 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 Annual General Meeting till the conclusion of 50th 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.

Further provision of ratification of appointment of statutory auditor every year has been omitted by the Companies (Amendment) Act, 2017 effective from 07th May, 2018.

Statutory Audit Report

During the F.Y. 2023-24 there was no fraud occurred, noticed and/or reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 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, 2024 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 Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. Mitesh J. Shah & Associates, Practicing Company Secretary (Membership No.: F10070, CP No.: 12891) as the Secretarial Auditor of the Company to conduct Secretarial Audit for the F. Y. 2023-24.

Secretarial Audit Report

As required under provisions of Section 204 of the Companies Act, 2013, the report in respect of the Secretarial Audit carried out by M/s. Mitesh J. Shah & Associates, Practicing Company Secretary (Membership No.: F10070, CP No.: 12891) in Form MR-3 for the F.Y 2023-24 is annexed hereto marked as "Annexure - VI" and forms part of this Report. The said Secretarial Audit Report contains qualifications on fines / penalties as below. Also, are the Management responses.

Cost Auditor

As per the requirement of Central Government and pursuant to Section 148 of the Companies Act, 2013 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 F.Y. 2023-24 at a remuneration of Rs. 30,000/- (Rupees Thirty Thousand only) per annum. As required under the Companies Act, 2013 a resolution seeking members approval for the remuneration payable to the Cost Auditors forms part of the Notice convening the Annual General Meeting.

Cost Audit Report

The Cost audit report for the F.Y. 2022-23 was filed within due time with the Ministry of Corporate Affairs.

MAINTENANCE OF COST RECORDS

The Company has maintained required cost accounts and records as prescribed under Section 148(1) of the Companies Act, 2013.

INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors and the Internal Auditors of the Company on the inefficiency or inadequacy of such controls.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEE GIVEN AND SECURITIES PROVIDED

The Company has not given any loan to any person or other Body Corporate or given any guarantee or provided any security in connection with a loan to any other person or body corporate pursuant to Section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

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 - III".

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 pursuant to respective Indian Accounting Standards, have been stated in Note No. 32 to the Audited Financial Statement of Company forming part of this Annual Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended are annexed hereto marked as "Annexure - IV" and forms part of this report.

DISCLOSURE RELATING TO EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any equity shares with differential rights during the year under review and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

DISCLOSURE RELATING TO SWEAT EQUITY SHARES

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company confirms compliance with the applicable requirements of Secretarial Standards 1 and 2.

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 Companies Act, 2013 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

Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 have been provided in the Report on Corporate Governance.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The Information on conservation of energy, technology absorption, foreign exchange earnings and out go, which is required to be given pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of Companies (Account) Rules, 2014 is annexed hereto marked as "Annexure - V" and forms part of this report.

BUSINESS RESPONSIBILITY AND SUSTAINIBILITY REPORT ("BRSR")

In terms of Regulation 34(2)(f) of the SEBI 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 Report as Annexure - VII and has been hosted on the website of the Company at www.lloyds.in

ANNUAL RETURN

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are placed on the website of the Company and is accessible at the weblink www.lloyds.in

LISTING FEES

The listing fees payable for the F.Y 2023-24 has been paid to BSE Limited, National Stock Exchange of India Limited ("NSE") and Metropolitan Stock Exchange of India Limited within due date.

CREDIT RATING

Your Company has obtained a Corporate Rating using Corporate Rating Methodology from India Ratings and Research Private Limited (100% owned subsidiary of Fitch Group) and the same has been received vide their letter dated 24th January, 2024. The rating obtained from India Ratings and Research Private Limited is "IND-AA-" Outlook Stable.

As on 31st March, 2024 your Company is a net zero debt free Company in a CAPEX heavy industry. UNCLAIMED SUSPENSE ACCOUNT

ACKNOWLEDGEMENT

Your Directors' place on record their sincere appreciation and gratitude for the assistance and generous support extended by all Government authorities, Financial Institutions, Banks, Customers and Vendors during the year under review. Your Directors' wish to express their immense appreciation for the devotion, commitment and contribution shown by the employees of the company while discharging their duties.