Lloyds Engineering Works Ltd

To

The Members of

Lloyds Engineering Works Limited

Your directors are hereby pleased to present 31st (Thirty-First) Annual Report on the performance of LLOYDS ENGINEERING WORKS LIMITED ("the Company") alongwith the Audited Financial Statements (Standalone and Consolidated) for the Financial Year ("FY") ended 31st March, 2025.

1. CHANGE IN NAME OF THE COMPANY IN PREVIOUS FINANCIAL YEAR:

The Company undertook a significant step in aligning its corporate identity with its evolving business operations and strategic objectives. Accordingly, the name of the Company was changed from Lloyds Steels Industries Limited to Lloyds Engineering Works Limited.

This change was affected pursuant to the provisions of the Companies Act, 2013 and regulations of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 and upon receipt of requisite approvals from shareholders/ Members of the Company. The new name was subsequently approved by the Registrar of Companies (ROC), Mumbai, and the Certificate of Incorporation pursuant to the changed name was issued on July 25, 2023.

2. FINANCIAL HIGHLIGHTS:

The Company's financial highlights for the year ended 31st March, 2025 is summarized below:

(Rs. in Lakh)

The Consolidated Financial Statements of the Company are being submitted for the first time under the provision of Indian Accounting Standard 110 ("Ind AS 110) Consolidated Financial Statements as Techno Industries Private Limited became material subsidiary in this Financial Year i.e. October 15, 2024. Hence there is no requirement of presentation of Consolidated Financial Statements for Financial Year 2023-24 and therefore it has not been provided.

3. PERFORMANCE for FY 2024-25 :

During the year under review the Company has achieved: a) Revenue Growth of Company is approx. 21 % in comparison to last F.Y. i.e. from Rs. 624.24 Crore of Last F.Y. to Rs. 755.78 Crore of Current F.Y. b) EBITDA growth is approx. 34 % in comparison to last F.Y. i.e. from Rs. 108.44 Crore of Last F.Y. to Rs. 145.23 Crore of Current F.Y. c) Profit Before Tax growth is approx. 30 % i.e. from Rs. 100.22 Crore of last F.Y. to Current F.Y. Rs. 130.02 Crore. d) Increase in Company's order position is approx. 45 % as on 1st April, 2025 in comparison to order position on 1st April, 2024.

4. CHANGE IN THE KEY FINANCIAL RATIOS OF THE COMPANY:

5. CHANGE IN PROMOTERS AND PROMOTER GROUP:

During the year under review, Mr. Ravi Agarwal one of the promoters of our holding company i.e. Lloyds Enterprises Limited (formerly known as Shree Global Tradefin Limited) has acquired 58,471 equity shares in the company on 15th May, 2024 and hence he has been included in the category of Promoter Group.

Lloyds Enterprises Limited (formerly known as Shree Global Tradefin Limited) (hereinafter referred as "Promoter" or "Holding Company") has pledged 6,50,00,000 Equity shares of the Company in favor of Tata Capital from February 15, 2025, 40,00,000 Equity shares of the Company in favor of Tata Capital from February 25, 2025 and 2,00,00,000 Equity shares of the Company in favor of Tata Capital from February 28, 2025. The total pledge created in aggregate is 8,90,00,000 Equity shares of the Company.

6. FUTURE OUTLOOK:

With a promising base of the order book to begin FY 25, the roadmap is quite steady to deliver higher growth in the coming years. The company plans for further growth systematically to build over the larger base. The company aims to grow the order book from hereon, considering the growth visible in the CAPEX cycle across Industries. The company has already begun enhancing its capacities to its existing capacities. Along with fresh capacities, the company is also modernising & overhauling the asset base. These efforts will provide sufficient headroom for growth in the coming years.

Thecompany'sorderbookiswelldiversifiedacrossallsectors giving the advantage of being balanced and widespread across various industries. Besides being diversified, the offerings are customised according to clientele needs. Given the current improvement in the Defence sectors, the company is also eyeing orders from them which is expected to bring in better returns. The company's endeavour remains to supply customised engineering solutions to customers in a most time-bound and cost-efficient manner.

Moreover, the Balance sheet strength of being Net Debt Free will further strengthen the quality of growth. Further, the Company focuses on building a strong reputation as a responsible corporate citizen and a track record of delivering longer-term stakeholder value. It can significantly enhance the company's brand value, which is a quantifiable measure of its social and relationship capital with stakeholders.

Techno Industries Private Limited ("TIPL"):

The Company has entered into Share Purchase Agreement with Techno Industries Private Limited ("TIPL") for acquisition of shares through secondary transfer from existing shareholders to scale upto 100% on pre agreed terms over a period of time. This acquisition broadens LEWL's product portfolio and strengthens its market position, a move that marks its strategic entry into the fast-growing electrical engineering sector.

About TIPL:

• Established in the year 2000, Techno Industries Pvt Ltd has established itself as a leading player in the elevator and escalator space with a significant presence in India's motor and pump industry.

• It is Promoted by Mr. Bharat Patel a technocrat with experience of more than three decades.

• It has Strong Existing base of 21k+ elevators, 800k+ induction motors, and 11.5mn+ pumps, with Elevators installed nationwide, along with a Wide base of Motors and Pumps.

• Manufacturing Facilities Spread Over 1,10,000 sq. Feet Area.

• Only Elevator Company in Gujarat Having Such a Big Set Up, 16% market share in Gujarat. 800 Employees and All India operations.

• Robust Profitability and Margin profile, with the ability to scale up further and faster.

Future Strategy Post – Acquisition:

• Expanding capacities

• Adding new channel dealers

• Leveraging pre-qualification with entities like NTPC, BHEL etc to build a more robust Clientele.

• Capex driven growth:

• INR 30 cr. Capex over 3 years to expand capacities across Verticals

• Working Capital Management due to LEWL existing Strong Balance Sheet This acquisition broadens Company's product portfolio and strengthens its market position, with TIPL's already strong base, Company aims to solidify its presence further.

Bhilai Engineering Corporation Limited ("BECL"):

The Company has entered into Memorandum of Understanding (MOU) to acquire the Engineering Assets of Bhilai Engineering Corporation Ltd ("BECL"), a key player in providing engineering solutions across various industries. BECL is State-of-the-art integrated manufacturing facility in Bhilai, Chhattisgarh which:

• Specializes in metallurgy, mining, railways, space, nuclear, and defence industries.

• Hi-tech machine tools for heavy and precision machining. Capable of working with exotic materials such as stainless steel, aluminium, manganese, alloy steels, and carbon steel.

• Operations span across a significant area (Approx. 30,566 square meters). Ready Availability of Skilled workforce in the neighbourhood to drive future growth.

• Location advantages as it is close to centre of the country and close to several steel industries thus giving us cost advantages and benefits from logistics point of view and in direct reach of all our customers.

Synergies with Company:

• Complementary to Company's existing product lines, enhancing production capabilities.

• Integration will increase the total LEWL cumulative production area of the factory floor and production space by 2.4x.

• Lease land of Approx. 16 Acres, which implies a massive scope for expanding operations capacities.

• Immediate value addition with assets capable of producing high-class engineering products.

• Located in central India with proximity to the target customer base.

• There is an abundance of skilled labour available at a relatively lower cost.

• Diversified experience in the supply of equipment to all core sectors of the economy, including Nuclear, Space, & Defence.

Fincantieri S.p.A., Italy:

Company has entered a strategic partnership with Fincantieri S.p.A., a global leader in shipbuilding. This collaboration aims to jointly manufacture high-quality products for the Indian Navy and Coast Guard, enhancing India's defence manufacturing capabilities and supporting the country's self-reliance in this critical sector.

About Fincantieri S.p.A.

• Headquartered in Italy, with over 230 years of shipbuilding history and more than 7,000 ships built.

• Expertise spans high-value segments, including: ? Cruise ships ? Defence vessels

? Specialised offshore vessels

• Additional capabilities in ship repairs, conversions, mechanical and electrical systems, naval interiors, and marine infrastructure projects.

Collaboration: The collaboration scope is expected to expand across multiple product lines, further broadening our offerings. The partnership's product scope covers numerous ships for the Navy and Coast Guard. Focus on integrating advanced technologies to enhance value and competitiveness.

Lloyds Infrastructure and Construction Limited ("LICL")

The Company has acquired 12.25% additional equity shares of Lloyds Infrastructure & Construction Limited (LICL) aggregating to 24.50% as on January 30, 2025 and 24.20% as on date of this report. LICL is incorporated to Offer construction activities such as Design, 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. or any type of government or private construction contracts including BOOT, BOO, BOLT, PPP Models and the same can be carried out on own-account basis or on a fee or contract basis.

The Company intends to explore the possibilities of diversification of business.

7. TRANSFER TO RESERVE:

The Board of the Company do not propose to transfer any amount to any reserve.

8. DIVIDEND:

Based on the Company's performance for the financial year ended 31st March 2025, the Board of Directors, at its meeting held on 07th May 2025, has recommended for the approval of the members a final dividend of 25 paise (i.e., 25% of face value of Re. 1 /- each) per equity share on fully paid-up equity shares. In respect of partly paid up shares, if any, the dividend would be on proportionate basis to the eligible shareholders of the Company as on the record date i.e. 14th August 2025. The final dividend on equity shares, if approved by the members, shall be subject to deduction of income tax at source. The Company has fixed Thursday, 14th August 2025 as the ‘Record date' for determining entitlement of Members to dividend for the financial year ended March 31, 2025, if declared at the 31st Annual General Meeting.

9. DIVIDEND DISTRIBUTION POLICY:

In accordance with Regulation 43A of the SEBI Listing Regulations, the Board of Directors of the Company has adopted a Dividend Distribution Policy which endeavours for fairness, consistency and sustainability while distributing profits to the shareholders.

The dividend payout has been determined in accordance with the Dividend Distribution Policy of the Company.

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, ("Listing Regulations"), the Company had adopted the Dividend Distribution Policy which is available on the Company's website www.lloydsengg.in and the same is enclosed herewith in this Annual Report as

10. SHARE CAPITAL:

During the financial year 2024-25, at the Extra - Ordinary General Meeting (EOGM) of the Company held on Thursday, 29th August, 2024 with the approval of the shareholders by passing the Special Resolution at the EOGM. The authorized share capital of the company was increased from Rs. 120,00,00,000/- (Rupees One Hundred and Twenty Crores Only) divided into 120,00,00,000 (One Hundred and Twenty Crores Only) Equity Shares of face value of Re. 1/- (Rupee One Only) each to Rs. 200,00,00,000/- (Rupees Two Hundred Crores Only) divided into 200,00,00,000 (Two Hundred Crores Only) Equity Shares of face value of Re. 1/- (Rupee One Only) each.

During the financial year 2024-25 the following are some of the Changes which happened and resulted into increase of Paid up Share capital. The paid-up Equity Share Capital of the Company as on March 31, 2025 stood at Rs. 1,16,55,10,466.

Preferential Issue of Shares:

On 30th July 2024, the Board of Directors of the Company has approved the issuance of Preferential Allotment of shares and subsequently with the approval of Shareholders in the Extra Ordinary General Meeting ("EOGM") held on 29th August, 2024, have approved to create, issue, offer and allot by way of Preferential Allotment and further subsequently with the approval of Securities Issue Committee on 15th October 2024, allotted 1,76,05,634 (One Crores Seventy-Six Lakhs, Five Thousand Six Hundred and Thirty-Four) Equity Shares of Face Value of Re. 1/- (Rupee One only) each at an Issue price of Rs. 85.20 (premium of Rs. 84.20/- each) were allotted to Mr. Bharat J. Patel belonging to non-Promoter category of the Company for consideration other than cash i.e. through swapping of Equity Shares by passing Special resolution in the aforesaid EOGM held on 29th August 2024 pursuant to the provisions of Section 42, 62 and other applicable provisions of the Companies Act, 2013 and in compliance with Chapter V of SEBI(ICDR) Regulations, 2018 and subsequent amendments thereto.

In view of the above, Paid-up Share Capital of the Company was increased from 1,14,46,29,492 to 1,16,22,35,126 divided into 1,16,22,35,126 Equity Shares of Re. 1/- each.

Allotment of Employee Stock Option Plan (ESOP):

During the year 2024-25, the Company has allotted 26,98,100 Equity shares at a face value of Re. 1 each at an issue price of Rs. 7.5 each (including a premium of Rs. 6.5 each) and allotted 5,77,240 Equity shares at a face value of Re. 1 each at an issue price of Rs. 9.5 each (including a premium of Rs. 8.5 each) by the approval of Nomination and Remuneration Committee (NRC) on 24th January, 2025 for vesting under ESOP. The NRC has approved the grant of 1,00,61,000 in the meeting held on 27th October 2022 with prior approval of Shareholders in the Extra Ordinary General Meeting held on 24th January 2022. Further, the vesting schedule of ESOP was decided in the NRC Meeting held on 27th October 2022.

Disclosures with respect to Employees' Stock Option Scheme, 2014 of the Company pursuant to Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 as on March 31, 2025 is also uploaded on the website of the Company at www. lloydsengg.in .

In view of the above, Paid-up Share Capital of the Company was increased from 1,16,22,35,126 to 1,16,55,10,466 divided into 1,16,55,10,466 Equity Shares of Re. 1/- each.

Rights Issue:

The Company has filed Letter of Offer for Rights Issue of shares on 19th April 2025, pursuant to which the Company shall allot 30,85,17,476 equity shares on partly paid-up basis at a face value of Re.1 (Rupee One Only) per Share at a Issue price of Rs. 32/- per Rights Share, including premium of Rs. 31/- per Equity Share of which Rs. 16/- per Equity Share (including a premium of Rs. 15.50 per Equity Share) shall be paid on application ("Allotment") and the balance amount payable in one or more subsequent calls, with terms and conditions such as the number of Calls, timing and quantum of each Call as may be decided by our Board/ Securities Issue Committee from time to time which shall be completed on or prior to March 31, 2026.

If the Issue is fully subscribed, the issued equity share capital of the company shall be Rs. 147,40,27,942 and the paid-up equity share capital of the Company would be Rs. 131,97,68,204.

11. CHANGE IN THE NATURE OF BUSINESS ACTIVITIES:

During the year under review, the Company has changed the existing Main Objects of Clause II altered by substituting existing Clause 2 by passing the Special Resolution in the Extra Ordinary General Meeting held on 29th August, 2024 which was registered by Registrar of Companies on 19th September 2024, diversifying into areas which would be profitable for the Company as part of diversification Plans. Previously the Company was operating under Engineering business and now proposing to excel into electrical engineering activities too which will enable the company to enlarge the area of operations and carry on its business economically and efficiently.

12. MANAGEMENT DISCUSSION AND ANALYSIS:

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 as ‘Annexure B' (refer to page 64 of this Annual Report)

13. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Company endeavours to cater to the needs of the communities it operates in thereby creating maximum value for the society along with conducting its business in a way that creates a positive impact and enhances stakeholder value. As per Regulation 34(2)(f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, the Business Responsibility & Sustainability Report depicting initiatives taken by the Company from an environmental, social and governance perspective forms an integral part of the Annual Report which has been annexed as ‘Annexure C' to the Director's Report.

1) Subsidiary:

Techno Industries Private Limited: The Company at the Extra Ordinary General Meeting ("EOGM") held on 29th August, 2024 with the approval of Shareholders allotted 1,76,05,634 (One Crore Seventy-Six Lakhs, Five Thousand Six Hundred and Thirty-Four only) Equity Shares of the Company on 15th October 2024 at a face value of Re. 1/- (Rupee One) each, fully paid-up, ("Equity Share") at an Issue Price of Rs. 85.20 per Equity Share (Rupees Eighty-Five and Twenty paise Only) including a premium of Rs. 84.20 (Rupees Eighty-Four and Twenty paise Only) per Equity Share aggregating to Rs. 150,00,00,016.80 (Indian Rupees One Hundred Fifty Crores Sixteen Rupees and Eighty Paise only) on preferential allotment basis through private placement to the Mr. Bharat J. Patel being the promoter and shareholder of Techno Industries Private Limited ("TIPL"), (CIN:U32109GJ2000PTC037915) for consideration other than cash via swap of shares i.e. by acquisition of 82,50,000 Equity shares of TIPL amounting to 66% stake in the equity shares of TIPL from Mr. Bharat J. Patel in accordance with Chapter V of Securities and Exchange Board of India (Issue of Capital Disclosure Requirements) Regulations, 2018 or other applicable provisions of the law.

Further, the Company has also acquired 13,75,000 Equity shares for a consideration amounting to Rs. 25,00,00,000, which leads to 11% more stake in TIPL.

In view of the above, the aggregated stake in TIPL by the Company is 77%, thus Company becoming its Holding Company and TIPL becoming its material subsidiary from October 15, 2024.

2) Associate:

On 30th January 2025, the Company had acquired additional 4.9 crore Equity Shares of Lloyds Infrastructure and Construction Limited (hereinafter referred as ‘LICL') amounting to 12.25% of share capital. As the Company was already holding 12.25% i.e. 4.9 crore of shares in LICL, the aggregate holding of the Company as on 30th January 2025 was 24.50%. This resulted LICL becoming an associate of the Company from 30th January 2025.

Further, as the Paid-up Share Capital of LICL was increased to 40,50,00,000 the % of stake held by the Company decreased from 24.50% to 24.20%.

As on March 31, 2025, the Company had 1 Subsidiary (Indian) and 1 Associate (Indian). There has been no material change in the nature of the business of the subsidiaries.

Pursuant to SEBI Listing Regulations, the Company's Policy on determining material subsidiaries is uploaded on the Company's website at www.lloydsengg.in . A report on the financial position of each of the subsidiary(ies) and associate(s) as per Section 129(3) of the Act is provided in Form AOC-1 enclosed to the Financial Statements as

Annexure J.

15. EXPANSION OF BUSINESS.

On 10th October 2024, Company has announced the signing of a Memorandum of Understanding (MOU) for acquisition of Engineering Division of Bhilai Engineering Corporation Ltd (BECL), a key player in providing engineering solutions across various industries to expand the business of the company.

On 27th November 2024, Company has entered into agreement with Fincantieri S.p.A., a global leader in shipbuilding. This collaboration aims to jointly manufacture high-quality products for the Indian Navy and Coast Guard, enhancing India's defence manufacturing capabilities and supporting the country's self-reliance in this critical sector. Additional capabilities in ship repairs, conversions, mechanical and electrical systems, naval interiors, and marine infrastructure projects.

On 15th October 2024, the Company has acquired 77% stake in Techno Industries Private Limited ("TIPL") via a share purchase agreement entered on 30th July 2024, a move that marks its strategic entry into the fast-growing electrical engineering sector. This acquisition broadens Company's product portfolio and strengthens its market position. With TIPL already strong base, the Company aims to solidify its presence further. TIPL's acquisition will open a window for LEWL to the B2C segment. The company's revenue was INR 168 cr. in the F.Y. 2023-24 and post-acquisition in the next 5 years it is expected to grow multifold. Pursuant to such acquisition, Techno Industries Private Limited has become material subsidiary of the Company from 15th October 2024.

On 30th January 2025, the Company has acquired additional 12.25% stake of Equity shares in Lloyds Infrastructure and Construction Limited ("LICL"), aggregating to 24.50% stake as on date. LICL continued to strengthen its position as a key player in industrial and infrastructure construction. LICL's diverse project portfolio includes Construction of pellet plants, Iron ore grinding plant construction, Slurry pipeline projects, Mineral beneficiation projects, Road infrastructure works, Civil and building construction across various sectors. LICL adopts an integrated project execution approach, encompassing project management, on-site engineering, procurement, quality-driven construction, and stringent safety management. It is equipped to manage the entire project lifecycle from conceptual design to final commissioning enabling the Company to deliver complex projects with efficiency and excellence. LICL remains committed to maintaining high standards of safety, quality, and sustainability, which continue to be central to all its operations. Through this acquisition, the Company can gain access to a trusted infrastructure and industrial development specialist committed to delivering excellence, innovation, and value across every engagement.

Pursuant to such acquisition, Lloyds Infrastructure and Construction Limited has become Associate of the Company from 30th January 2025.

On 20th May 2025, the Company has acquired Acquisition of 21,85,000 (Twenty-One Lakhs Eighty- Five Thousand only) equity shares of Metalfab Hightech Private Limited ("Metalfab"), representing 76.00% of the total issued, subscribed, and paid-up capital of Metalfab at Rs. 130/- each for an aggregate consideration of Rs. 28,40,50,000 (Rupees Twenty-Eight Crores, Forty Lakhs Fifty Thousand only). This acquisition shall strengthen its footprint in the high-growth heavy fabrication and equipment manufacturing. The acquisition of Metalfab Hightech Private Limited is a strategic fit that compliments the company's existing business, significantly enhancing its overall capacities, capabilities, and product portfolio.

Pursuant to such acquisition, Metalfab Hightech Private Limited has become material subsidiary of the Company from 20th May 2025.

16. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY.

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

17. PUBLIC DEPOSIT.

Your Company has neither invited nor accepted public deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, as on March 31, 2025.

18. EMPLOYEE STOCK OPTION SCHEME/PLAN

The Company with the motive of appreciating employees hard work and providing them the ownership interest in the Company decided to came up with the ESOP. The Members of the Company at the Extraordinary General Meeting held on 24th January, 2022 approved the Lloyds Steels Industries Limited Employee Stock Option Plan – 2021 ("LLOYDS STEELS ESOP -2021") for issue of Employee Stock Options to such eligible employees (as defined in the Scheme), of any present and future Group companies including Subsidiary(ies), Associate company(ies) and the Holding company (‘Eligible Employees'), selected on the basis of criteria decided by the Board or a Committee thereof. The scheme has been implemented via Trust Route wherein the Company will issue and allot such number of Equity Shares of Re. 1/- (Rupee One Only) each not exceeding 4,40,00,000 (Four Crore Forty Lakh only) equity shares, representing in the aggregate 4.90 % of the paid-up share capital of the Company (as on the date of passing of the resolution) as to trust and the trust will transfer the shares to the Employees who successfully exercised their vested options.

Vesting / Allotment of Shares under ESOP:

The vesting of ESOP which was required to be done before on or 31st March, 2025 was allotted on 24th January, 2025 after the required approval of Nomination and Remuneration Committee, the Company has allotted 26,98,100 Equity Shares of Re.1 /- at a premium of (Rs. 6.50 each) to the Eligible Employees and also allotted 5,77,240 Equity Shares of Re.1 /- at a premium of (Rs.8.50 each) to the Eligible Employees respectively.

The above Scheme/Plan is in line with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SBEB & SE Regulations"). The Company has obtained certificates from the Auditors of the Company stating that the Schemes have been implemented in accordance with the SBEB & SE Regulations and the resolutions passed by the members.

Issue of fresh grants of ESOP:

During the year, the Nomination & Remuneration Committee at their meetings held on 30th July 2024 and 01st January, 2025 approved the grant of 8,84,000 Employee Stock Options to the employees of the Company and 7,34,708 Employee Stock Options to the one of the group Company under ‘Lloyds Steels Industries Limited Employee Stock Option Plan – 2021' respectively at an Exercise Price Rs. 9.50 per option which was approved by the Members / Shareholders of the Company in the Extra Ordinary General Meeting held on 24th January, 2022 and the Company has obtained the In-Principle Approval from Stock Exchanges.

Further, pursuant to Regulation 13 of the Securities Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 in the case of every company which has passed a resolution for the scheme (s) under these regulations, the Board of Directors shall at each annual general meeting place before the shareholders a certificate from the secretarial auditors of the company that the scheme(s) has been implemented in accordance with these regulations and in accordance with the resolution of the company in the general meeting. The Certificate from the secretarial auditors of the company forms an integral part of the Annual Report and has been annexed as ‘Annexure I'. The details required to be disclosed under SEBI Guidelines are available on the website of the Company at www. lloydsengg.in .

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL.

During the year under review, one of the Independent Directors Mr. Lakshman Ananthsubramanian (DIN: 08648489), Non-Executive Independent Director of the Company was reappointed as an Independent Director of the Company from 24th January 2025 till 23rd January 2030, not liable to retire by rotation for a second term of five consecutive years. Further, his reappointment was prior approved by the Members in the 30th Annual General Meeting held on 26th July 2024.

Further, Mr. Devidas Kambale (DIN: 00020656) was appointed as a Non-Executive Independent Director of the Company, for first term of not exceeding five consecutive years i.e. from 6th March 2024 till 30th September 2029, approved by the Board of Directors in their Meeting held on 6th March 2024 and subsequently by the Members / Shareholders of the Company by the postal ballot ended on 28th May 2024, not liable to retire by rotation.

Further, Mr. Shreekrishna Mukesh Gupta (DIN:06726742) was appointed as a Whole Time Director of the Company for a first term of not exceeding five consecutive years i.e. from 6th March 2024 till 30th September 2029, approved by the Board of Directors in their Meeting held on 6th March 2024 and subsequently by the Members / Shareholders of the Company by the postal ballot ended on 28th May 2024, not liable to retire by rotation.

Statement of Board of Directors:

The Board of Directors of the Company are of the opinion that the Independent Directors of the Company reappointed during the year possesses integrity, relevant expertise and experience (including the proficiency) required to best serve the interest of the Company.

Proficiency means proficiency of the Independent Director as ascertained from the online proficiency self-assessment test conducted by the Indian Institute of Corporate Affairs.

Procedure for Nomination and Appointment of Directors:

The Nomination and Remuneration Committee (NRC) is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements. The Committee is also responsible for reviewing the profiles of potential candidates vis-?-vis the required competencies and meeting the potential candidates prior to making recommendations of their nomination to the Board. At the time of appointment, specific requirements for the position including expert knowledge expected is communicated to the appointee. The list of core skills, expertise and competencies of the Board of Directors as are required in the context of the businesses and sectors applicable to the Company are identified by the Board and are available with the Board. The Directors have also reviewed the list of core skills, expertise and competencies which were mapped against them. The same is disclosed in the Corporate Governance Report forming part of this Annual Report.

Criteria for determining Qualifications, Positive Attributes and Independence of a Director: The NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178(3) of the Act and the SEBI Listing Regulations. The same is available on the website of the Company at www.lloydsengg.in.

Board Evaluation

The Board has carried out the annual evaluation of its own performance and that of its committees and individual Directors for the year pursuant to the provisions of the Act and the SEBI Listing Regulations. The exercise of performance evaluation was carried out electronically through a secure application, reducing the cycle time to make documents available to the Board/Committee Members and in increasing confidentiality and accuracy.

The performance of the Board and individual Directors was evaluated by the Board after seeking inputs from all the Directors. The criteria for performance evaluation of the Board included aspects such as Board composition and structure, effectiveness of Board processes, contribution in the long-term strategic planning, etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Chairman of the Board had one-on-one meetings with each Independent Director and the Chairman of the NRC had one-on-one meetings with each Executive and Non-Executive, Non-Independent Directors. In a separate meeting, the Independent Directors evaluated the performance of Non-Independent Directors and performance of the Board as a whole including the Chairman of the Board taking into account the views of Executive Directors and Non-Executive Directors.

The NRC reviewed the performance of the Board, its Committees and of the Individual Directors. The same was discussed in the Board Meeting that followed the meeting of the Independent Directors and the NRC, at which the feedback received from the Directors on the performance of the Board and its Committees was also discussed. The Company follows a practice of addressing each of the observations and suggestions by drawing up an action plan and monitoring its implementation through the Action Taken Report which is reviewed by the Board of Directors from time to time.

Nomination and Remuneration Policy: The Company has in place a Remuneration Policy for the Directors, KMP and other employees pursuant to the provisions of the Act and the SEBI Listing Regulations which is available on the website of the Company at www.lloydsengg.in.

20. DETAILS OF COMPANIES WHO CEASES TO BE SUBSIDIARIES / ASSOCIATES / JOINT VENTURE OF THE COMPANY:

During the year, there were no changes regarding ceasing of Subsidiaries/Associates/Joint Ventures of the Company as on 31st March, 2025.

21. DISCLOSURE RELATED TO BOARD AND CORPORATE GOVERNANCE: a. Number of Meetings of the Board: Total 10 (Ten) Board Meetings were held during the financial year 2024-25 as required u/s 134 (3) (b) of the Companies Act, 2013 the details of which are as under:

In respect of such meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. No circular resolutions were passed by the Company during the financial year under review.

b. Committees of the Board:

The detailed information with regard to the composition of Board and its Committee(s) and their respective meetings etc. are stated in the Corporate Governance Report of the Company which forms an integral part of this Annual Report.

c. Corporate Governance:

The Company follows the best governance practices to boost long-term shareholder value and respect minority rights. The Company considers the same as its inherent responsibility to disclose timely and accurate information to its stakeholders regarding its operations and performance, as well as the leadership and governance of the Company. The Company is committed to the values and ideals that guide and govern the conduct of the companies as well as its employees in all matters relating to business.

The Company's overall governance framework, systems and processes reflect and support its Mission, Vision and Values. At our Company, human rights is also an integral aspect of doing business and the Company is committed to respect and protect human rights to remediate adverse human rights impacts that may be resulting from or caused by the Company's businesses.

The Company's governance guidelines cover aspects mainly relating to composition and role of the Board, Chairman and Directors, Board diversity, retirement age for the Directors and Committees of the Board.

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 an integral part of this Report as ‘Annexure A'.

d. Performance Evaluation of the Board and its Committee(s):

The Board has carried out an annual performance evaluation of its own performance and that of its committees and individual directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

e. Meeting of the Independent Directors:

During the year under review, one (1) Meeting of the Independent Directors of the Company was held on 13th February, 2025 as required under Schedule IV to the Act (Code for Independent Directors) and Regulation 25(3) of the SEBI Listing Regulations. At their Meeting, the Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole including the Chairman of the Board after taking the views of Executive and Non-Executive Directors and also assessed the quality, quantity and timeliness of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. They also reviewed the performance of the Whole Time Directors of the Company taking into account the views of the Directors.

All the Independent Directors were present at this meeting. The observations made by the Independent Directors have been adopted and implemented.

Independent Directors play a pivotal role by overseeing the Company's internal controls, financial reporting and risk management. They provide valuable insights and recommendations that help the Company achieve its goals for ensuring effective corporate governance for the success and sustainability of the organisation. Their increased presence in the boardroom has been hailed as a harbinger for striking a right balance between individual, economic and social interests. The Company currently has five (5) Non-Executive Independent Directors which comprise around 57%, including one (1) Woman Director comprising 14% of the total strength of the Board of Directors. The maximum tenure of the Independent Directors is in accordance with the Act and the SEBI Listing Regulations. The NRC identifies candidates based on certain criteria laid down and takes into consideration the need for diversity of the Board which, inter alia, includes skills, knowledge and experience and accordingly makes its recommendations to the Board.

f. Declaration by Independent Directors:

The Company has received a declaration from the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act read with Regulation 16(1)(b) of the SEBI Listing Regulations. In terms of Regulation 25(8) of the SEBI 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, the Independent Directors fulfil the conditions of independence specified in the Act and the SEBI Listing Regulations and are independent of the Management. Further, the Independent Directors have in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended, confirmed that they have enrolled themselves in the Independent Directors' Databank maintained with the Indian Institute of Corporate Affairs (‘IICA'). They have also confirmed that they have attempted the proficiency self-assessment test conducted by IICA and cleared the same required if any or they are exempt from the requirement to undertake the online proficiency self-assessment test conducted by IICA or still in process to pass proficiency self-assessment test conducted by IICA and two years have not been passed after inclusion of his/her name in the databank.

g. Terms and conditions of appointment of Independent Directors:

All the Independent Directors of the Company have been appointed as per the provisions of the Companies Act 2013 and the SEBI Listing Regulations. As required by Regulation 46 of the SEBI Listing Regulations, the terms and conditions of their appointment have been disclosed on the website of the Company at www.lloydsengg.in.

h. Induction and Familiarisation Programme for Independent Directors:

The Company has a familiarisation programme for its Independent Directors with an objective to enable them to understand the Company, its operations, strategies, business, functions, policies, industry and environment in which it functions and the regulatory applicable to it and operations of its subsidiaries. These include orientation programmes upon induction of new Directors as well as other initiatives to update the Directors on a continuous basis.

An induction kit is provided to new Directors which includes the Annual Report, overview of the Company and Code of Conduct for Non-Executive Directors including Independent Directors, Company's Code of Conduct for Prevention of Insider Trading and Code of Corporate Disclosure Practices, etc. Meetings with Executive Directors / Whole Time Directors are organised to provide a brief on the businesses/ functions.

Pursuant to Regulation 25(7) of the SEBI Listing Regulations, the Company imparted various familiarisation programmes to its Directors. The Directors are also regularly updated by sharing various useful reading material relating to the Company's performance, operations, business highlights. Pursuant to Regulation 46 of the SEBI Listing Regulations, the details of such familiarisation programmes during FY 2024- 25 are available on the website of the Company at www.lloydsengg.in.

The details of the Familiarization Programmes as conducted by the Company during the last financial are available on the website of the Company (www.lloydsengg.in).

i. Composition of Audit Committee:

The Audit Committee comprised three (3) Members and all three (3) are Independent Directors. During the year under review, five (5) Audit Committee Meetings were held, details of which are provided in the Corporate Governance Report. During the year under review, there were no instances when the recommendations of the Audit Committee were not accepted by the Board.

j. Composition of Corporate Social Responsibility (CSR):

The CSR Committee comprised three (3) Members out of which two (2) are Independent Directors. During the year under review, one (1) Meeting of the CSR Committee was held, details of which are provided in the Corporate Governance Report. During the year under review, there were no instances when the recommendations of the CSR Committee were not accepted by the Board.

22. DIRECTORS' RESPONSIBILITY STATEMENT.

Pursuant to Section 134(3)(c) and 134 (5) of the Companies Act 2013, your Directors state that: 1. in the preparation of the annual accounts for the year ended March 31, 2025, 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 March 31, 2025 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. the 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 and controls to ensure compliance with the provisions of all applicable laws and that such systems and controls are adequate and operating effectively.

23. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo, 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 D' and forms part of this report.

24. ANNUAL RETURN:

In terms of Section 92(3) and Section 134 (3) (a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return in form MGT-7 as on 31st March 2025 is available on the website of the Company at www.lloydsengg.in.

25. VARIOUS POLICIES OF THE COMPANY.

In accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013 the Company has formulated, implemented and amended (as per the Companies (amendments) Act, 2017, SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2019) and SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 and other applicable provisions, Company has formulated various policies and the Amended copy of all such Policies are available on Company's website (www. lloydsengg.in) under the Corporate Policies sub-caption of the Investor Caption. The policies are reviewed periodically by the Board and updated based on need and requirements.

26. AUDITORS:

The matters related to Auditors and their Reports are as under:

Audit Committee: The Board has constituted an Audit Committee that performs the roles and functions mandated under the Act, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), and other matters as prescribed by the Board from time to time. During the year under review, the Board has accepted the recommendations of the Audit Committee on various matters, with no instances where such recommendations have not been accepted. For further details on the composition of the Audit Committee, its terms of reference and attendance at its meetings, please refer to the Corporate Governance Report.

Statutory Auditors: In terms of provisions of Section 139 of the Companies Act 2013, M/s. S Y Lodha and Associates,

Chartered Accountants (ICAI Firm Registration No. 136002W) were appointed as Statutory Auditors of the Company for first term of five (5) consecutive years from the conclusion of the 28th Annual General Meeting until the conclusion of the 33rd Annual General Meeting of the Company to be held in the year 2027.

M/s. S Y Lodha and Associates, Chartered Accountants, have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company and satisfy the prescribed eligibility criteria.

The Audit Report was issued by the Statutory Auditors with an unmodified opinion and does not contain any qualification, reservation, adverse remark or disclaimer. During the year under review, the Auditors have not reported any instances of fraud under Section 143(12) of the Act and therefore disclosure of details under Section 134(3)(ca) of the Act is not applicable.

Company is part of this Annual Report.

During the year 2024 - 25, no frauds have either occurred or 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 said Report was issued by the Statutory Auditors with an unmodified opinion.

The observations, if any, made by the Statutory Auditors in their Audit Report read with the relevant notes thereof as stated in the Notes to the Audited Financial Statements of the Company for the Financial Year ended March 31, 2025 are self-explanatory and being devoid of any reservation(s), qualification(s) or adverse remark(s) etc.; and 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, However, there are no observations in the Audit Report. During the year under review, the Auditors have not reported any instances of fraud under Section 143(12) of the Act and therefore disclosure of details under Section 134(3) (ca) of the Act is not applicable.

(C) Secretarial Auditor:

In terms of provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors (the Board), at its held on 2nd May 2024 had appointed M/s. Mitesh J Shah Associates, Practicing Company Secretary firm headed by proprietor Mr. Mitesh J. Shah, having Membership No. 10070 and Certificate of Practice No. 12891, as the Secretarial Auditor of the Company to conduct Secretarial Audit for the financial year 2024-25.

In reference to recent amendments in SEBI (LODR) Regulations 2015 dated 13th December 2024 read with Section 204 and other applicable provisions, if any, of the Companies Act, 2013, Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), other applicable laws/statutory provisions, if any, as amended from time to time, based on the recommendation of the Audit Committee, the Board of Directors (the Board), at its meeting held on 7th May, 2025 has considered, approved, and recommended to the Members of the Company the appointment of M/s. Mitesh J Shah & Co., Practicing Company Secretaries as Secretarial Auditors of the Company. The proposed appointment is for a term of 5 (five) consecutive years from the financial year 2025-26 to the financial year 2029-30, on payment of such remuneration as may be mutually agreed upon between the Board and the Secretarial Auditors from time to time.

M/s. Mitesh J Shah & Co., Practicing Company Secretaries, have confirmed they are not disqualified from being appointed as the Secretarial Auditors of the Company and satisfy the prescribed eligibility criteria.

The Secretarial Audit Report and Secretarial Compliance Report for the financial year 2024-25, does not contain any qualification, reservation, or adverse remark. During the year under review, the Secretarial Auditors have not reported any instances of fraud under Section 143(12) of the Act and therefore disclosure of details under Section 134(3) (ca) of the Companies Act 2013 is not applicable. For further details on the proposed appointment of Secretarial Auditors, please refer to the 31st Annual General Meeting Notice.

(D) Secretarial Audit Report and Secretarial Compliance Report: Secretarial Audit Report as issued by M/s. Mitesh Shah & Associates, Practicing Company Secretary, the Secretarial Auditor of the Company, in Form No. MR-3 for the financial year 2024– 25 is duly annexed herewith vide ‘Annexure E' and forms integral part of this Annual Report and Secretarial Compliance Report for Financial Year 2024-25 is duly annexed herewith vide ‘Annexure E1'.

The Secretarial Audit Report and Secretarial Compliance Report for the financial year 2024-25, does not contain any qualification, reservation, or adverse remark, hence it do not call for any further explanation(s)/ information or comment(s) from the Board under Section 134(3) (f)(ii) of the Companies Act, 2013. During the year under review, the Secretarial Auditors have not reported any instances of fraud under Section 143(12) of the Act and therefore disclosure of details under Section 134(3)(ca) of the Act is not applicable. For further details on the proposed appointment of Secretarial Auditors, please refer to the Notice of 31st Annual General Meeting.

Also, the Secretarial Audit Report of material subsidiary i.e. Techno Industries Private Limited forms an integral part of this Annual Report 2024-25, duly annexed herewith as

‘Annexure E2'.

(E) Cost Auditor: In terms of Section 148 of the Act, the Company is required to have the audit of its cost records conducted by a Cost Accountant. In this connection, the Board of Directors of the Company has on the recommendation of the Audit Committee, approved the re-appointment of M/s. Manisha

& Associates as the cost auditors of the Company for the Financial Year 2025 -26 M/s. Manisha & Associates have confirmed that they are free from disqualification specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Act and that the appointment meets the requirements of the Act. They have further confirmed their independent status and an arm's length relationship with the Company.

The remuneration payable to the Cost Auditors is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a resolution seeking Members' ratification for the remuneration payable to M/s. Manisha

& Associates., forms part of the Notice of the 31st Annual General Meeting, forming part of this Annual Report.

(F) Cost Audit Report: As per the requirements of Section 148 of the Act read with The Companies (Cost Records and Audit) Rules, 2014, the cost accounts of the Company are required to be audited by a Cost Accountant. The Board of Directors of the Company have on the recommendation of the Audit Committee, appointed M/s. Manisha and Associates, Cost Accountants, as Cost Auditors for FY 2025-26 on a remuneration of Rs. 55,000/- (Rupees Fifty five thousand only) plus applicable taxes and out-of-pocket expenses. The cost accounts and records of the Company are duly prepared and maintained as required under Section 148(1) of Act.

(G) Reporting of Fraud During the year under review: The Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Act, details of which need to be mentioned in this Report.

27. PERSONNEL / PARTICULARS OF EMPLOYEES:

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 F' and forms an integral part of this report.

28. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEE GIVEN AND SECURITIES PROVIDED:

The particulars of loans given, Investments made, guarantee given and securities provided by the Company covered under the provisions of Section 186, during the Financial Year 2024-25 are stated in Notes to the Audited Financial Statements of the Company as annexed to this Annual Report.

29. PARTICULARS OF CONTRACT(S)/ TRANSACTION(S)/ ARRANGEMENT(S) WITH RELATED PARTIES:

All related party transactions that were entered and executed during the year under review were at arms' length basis and in ordinary course of business and were reviewed and approved by the Audit Committee. As per the provisions of Section 188 of the Act and Rules made thereunder read with Regulation 23 of the SEBI LODR, your Company had obtained approval of the Audit Committee under specific agenda items for entering into such transactions.

Particulars of contracts or arrangements entered into by your Company with the related parties referred to in Section 188(1) of the Act, in prescribed form AOC-2, is annexed herewith as ‘Annexure G' to this Report.

Your directors draw attention of the members to notes to the financial statements which inter-alia set out related party disclosures. The Policy on materiality of related parties' transactions and dealing with related parties as approved by the Board may be accessed on your Company's website at the www.lloydsengg.in

In terms of Regulation 23 of the SEBI LODR, approval of the members for all material related party transactions has been taken. The details pertaining to transaction with person or entity belonging the promoter/promoter group which holds 10% or more shareholding in the Company are mentioned in the Audited Financial Statements of the Company.

30. RISK MANAGEMENT:

The Risk Management Committee ("RMC") oversees the risk management process in the Company. The RMC is chaired by a Non-Executive Director and the Chairperson of the Audit Committee is also a Member of the RMC. Further, the Chairman of the RMC briefs the Board at its Meetings about the significant discussions at each of the RMC Meetings. Considering the volatility, uncertainties and unprecedented challenges involved in the businesses, the risk management function has gained more importance over the last few years, and it is imperative to manage and address such challenges effectively.

The Company has laid down the procedures to inform to the Board about the risk assessment and minimization procedures and the Board has formulated Risk Management Policy to ensure that the Board, its Audit Committee and its Executive Management should collectively identify the risks impacting the Company's business and document their process of risk identification, risk minimization, risk optimization as a part of a risk management policy/ strategy. The common risks associated with the Company include Rapid Changes in Technology, Heavy Dependence on Franchisee Model, Legal Risk, Financial Reporting Risk, Risk of Corporate Accounting Fraud, Cyber-attack and data leakage.

The Risk Management Committee meets periodically to review all the key risks and assess the status of mitigation measures. The Risk Management Policy has been updated on the website of the Company at www.lloydsengg.in .

31. CORPORATE SOCIAL RESPONSIBILITY:

The Company's Corporate Social Responsibility (CSR) activities are governed by its CSR Policy, which has been duly approved by the Board of Directors. The CSR Committee of the Board is responsible for overseeing the implementation of all CSR initiatives in alignment with the objectives outlined in the CSR Policy.

The Company's CSR framework is centered on the enhancement of quality of life and overall well-being of communities. In pursuit of this objective, the Company has extended support to various hospitals and healthcare centers through donations, thereby contributing to improved access to medical care and health services.

The CSR Policy is available on the website of the Company at www.lloydsengg.in . The Annual Report on CSR activities for FY 2024-25 is enclosed as ‘Annexure H' to this Report.

32. WHISTLEBLOWER POLICY AND VIGIL MECHANISM:

The Company has devised an effective whistleblower mechanism enabling stakeholders, including individual employees and their representative bodies, to communicate their concerns about illegal or unethical practices freely. The Company has also established a vigil mechanism for stakeholders to report concerns about any unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct. Protected disclosures can be made by a whistleblower through several channels.

The Whistleblower Policy of the Company provides for adequate safeguards against victimisation of employees who avail of the mechanism. No personnel of the Company have been denied access to the Chairperson of the Audit Committee. The Policy also facilitates all employees of the Company to report any instance of leak of unpublished price sensitive information.

The Policy is available on the website of the Company at www.lloydsengg.in .

33. HUMAN RESOURCES DEVELOPMENT AND INDUSTRIAL RELATIONS:

The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of Business. The Company is committed to nurturing, enhancing and retaining top talent through superior Learning and Organizational Development. This is a part of Corporate HR function and is a critical pillar to support the Organisation's growth and its sustainability in the long run.

The Company have aided in retaining and hiring the best talents in the organization. The Company gives importance to Rewarding and Recognizing the well-deserved employees. The company has given various performance-based incentives to employees upon meeting the targets set by the organization, hereby boosting the morale of the employees.

34. LISTING OF SHARES:

The Equity Shares of the Company are continued to be listed and actively traded on the Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE). The listing fees payable for the financial year 2025-26 has been paid to both the Stock Exchanges (BSE & NSE).

35. DEMATERIALIZATION OF SHARES:

As on March 31, 2025 there were 1,15,80,88,560 Equity Shares dematerialized through depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited, which represents about 99.36% of the total issued, subscribed and paid-up capital of the Company. As per SEBI Guidelines, Shareholders / Members are requested to dematerialise their holdings in the Company.

36. SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE:

Pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘POSH Act') and Rules made thereunder, the Company has formed an Internal Committee (‘IC') for its workplaces to address complaints pertaining to sexual harassment in accordance with the POSH Act. No complaints were pending at the beginning of the financial year. During the year under review, no complaint was reported. No complaint was pending as at the end of the financial year.

Your directors state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has complied with the provisions relating to the constitution of internal complaints committee under the aforesaid Act and necessary disclosures about the same have been provided in the Report on Corporate Governance.

37. CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company and its subsidiary for FY 2024-25 are prepared in compliance with the applicable provisions of the Act and as stipulated under Regulation 33 of the SEBI Listing Regulations as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The Audited Consolidated Financial Statements together with the Auditor's Report thereon form part of this Annual Report. Pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company, Consolidated Financial Statements along with relevant documents and separate annual accounts in respect of subsidiary are available on the website of the Company at www.lloydsengg.in .

As the Company was having only one subsidiary in the Financial Year 2024-25 from 15th October 2024, the requirement for consolidated figures for Financial Year 2023-24 is not applicable to the Company.

38. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Internal financial control systems of the Company are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable accounting standards and relevant statutes, safeguarding assets from unauthorised use, executing transactions with proper authorisation and ensuring compliance of corporate policies.

The Company has a well-defined delegation of authority with specified limits for approval of expenditure, both capital and revenue.

The Audit Committee deliberated with the Management considered the systems as laid down and met the internal audit team and statutory auditors to ascertain their views on the internal financial control systems.

The Audit Committee satisfied itself as to the adequacy and effectiveness of the internal financial control systems as laid down and kept the Board of Directors informed. However, the Company recognises that no matter how the internal control framework is, it has inherent limitations and accordingly, periodic audits and reviews ensure that such systems are updated on regular intervals.

39. SECRETARIAL STANDARDS:

The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India, as amended and such systems were adequate and operating effectively.

40. DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT OR QUALIFIED INSTITUTIONS PLACEMENT AS SPECIFIED UNDER REGULATION 32 (7A):

During the year under review, On 15th October 2024, 1,76,05,634 Equity Shares of Re. 1/- each of Lloyds Engineering Works Limited were allotted to Mr. Bharat Patel (Allotee) via Preferential Allotment for a consideration other than cash (swap of shares) i.e. in exchange of 82,50,000 Equity Shares of Re. 1/- each of Techno Industries Private Limited ("TIPL") from Mr. Bharat Patel representing 66% of stake in TIPL.

As, the consideration for Preferential Allotment of shares was for consideration other than cash i.e. in exchange of shares (swap of shares), the details for utilisation of funds raised through Preferential Allotment is not applicable. However, the objectives of the said preferential issue stated in the explanatory statement to the notice of general meeting dated 29th August 2024 wherein the said Preferential Allotment was approved has been accomplished.

41. GENERAL DISCLOSURES:

Your director's state that no disclosure or reporting is required in respect of the following items as there were no transactions/ activities pertaining to these matters during F.Y. 2024 -25: a) Issue of equity shares with differential rights as to dividend, voting or otherwise.

As per the Issue Schedule mentioned in Letter of Offer dated 19th April 2025, the Company shall on or before 10th June 2025, allot 30,85,17,476 partly paid-up Equity shares via Rights Issue of shares at a face value of Re. 1/- each at an Issue price of Rs. 32/- each (including a premium of Rs. 31/- each) if the aforementioned partly paid Equity shares are fully subscribed. Further, a sum of Rs. 16/- each will be paid by the Shareholders of the Company on application and balance amount in one or more subsequent calls. As the record date fixed for dividend is Thursday, 14th August 2025, the shareholders of partly paid shares on which a money of Rs. 16 (i.e. 50%) would have been paid on application, shall get the dividend on proportionate basis and the voting rights shall be counted on proportionate basis. b) There were no instances with respect to voting rights not exercised directly by the employees of Company. c) Neither the Whole Time Directors / Executive Directors nor the Chief Financial Officer of the Company receives any remuneration or commission from any other Company. d) No significant or material orders were passed by the Regulators or Courts or Tribunals which can impact the going concern status and Company's operations in future. e) No fraud has been reported by the Auditor in their Audit Report for F.Y. 2024 - 25, hence the disclosure u/s 134(3) (ca) is not applicable. f) No proceedings are made or pending under the Insolvency and Bankruptcy Code, 2016 and there is no instance of one-time settlement with any Bank or Financial Institution; g) There has been no change in the nature of business of the Company as on date of this report. However, two words i.e. "electrical engineering" was added in the Main object clause of the Company via Extra Ordinary General Meeting held on 29th August 2024 for expansion of business, which was registered by Registrar of Companies on 19th September 2024.

42. ENCLOSURES:

43. 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.