Lloyds Engineering Works Ltd

Your directors are pleased to present the Company?s Thirtieth Annual Report and the Company?s Audited Financial Statements for the Financial Year Ended 31^st March, 2024.

1. CHANGE IN NAME OF THE COMPANY:

The name of the Company was changed from Lloyds Steels Industries Limited to Lloyds Engineering Works Limited by the approval of Registrar of Companies (ROC) / Ministry of Corporate Affairs on 25^th July, 2023.

2. FINANCIAL HIGHLIGHTS:

The Company?s financial highlights for the year ended 31^st March, 2024 is summarized below:

(Rs. in Lakh)

3. PERFORMANCE 2023-24:

During the year under review the Company achieved a revenue growth of by approx. 100% in comparison to last F.Y. i.e., from Rs. 312.61 Crore of Last F.Y. to Rs. 624.24 Crore of Current F.Y., EBITDA growth by approx. 87% in comparison to last F.Y. i.e. from Rs. 14.46 Crore of Last F.Y. to Rs. 58.04 Crore of current F.Y. which is more than the total revenue of last F.Y. which was Rs. 108.44 Crore, PBT growth by approx. 104% i.e. from Rs. 49.22 Crore of last F.Y. to Current F.Y. Rs. 100.22 Crore.

For more details on the Standalone performance, please refer to Management Discussion & Analysis.

4. CHANGE IN PROMOTERS:

During the year under review M/s. Shree Global Tradefin Limited, the name of one of the significant Promoters of the company was changed to Lloyds Enterprises Limited on 6^th September, 2023 (Approval received by the Registrar of Companies (ROC) / Ministry of Corporate Affairs) The Equity Shares of one of the Promoters named Ragini Trading & Investments Limited (whereby, Ragini Trading &

Investments Limited was merged with Lloyds Enterprise Limited (Formerly known as Shree Global Tradefin Limited) vide the Scheme of Arrangement which was approved by the Hon?ble High Court of Bombay vide their order dated 9^th March, 2012). Also the shares of Mukesh R. Gupta, Renu R. Gupta, Abha M. Gupta , Late Chitralekha R. Gupta , Rajesh R. Gupta (Promoters of the Company) which were pledged before, was released on 28^th December, 2023 resulting into release of pledged Shares as under :

The pledge on all the above Equity Shares including the ones held in the name of Late Chitralekha R. Gupta and Ragini Trading & Investments Limited (merged with Lloyds Enterprises Limited) have been released and 96,86,386 Equity Shares of the Company held by Ragini Trading & Investments Limited was transferred to Lloyds Enterprises Limited post release of shares and 22,172 Equity Shares of the Company held in the name of Late Chitralekha R. Gupta was transmitted in the name of Rajesh R Gupta on 7^th February, 2024.

5. FUTURE OUTLOOK:

With a promising base of the order book to begin FY25, the roadmap is quite steady to deliver higher growth in the coming years. The company plans to 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 of 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.

The company?s order book is well diversified across all sectors 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.

The Company has entered into an Agreement with The Material Works Limited (TMW) USA for Design, manufacture and supply of EPS Gen 4 cells exclusively in India and Bangladesh and to any other countries as mutually decided by the parties. The Company has also entered into an agreement with TB Global Technologies Ltd (hereinafter referred as ‘TBG?), of Japan and having its registered office at Kyobashi, Chuo- ku. Tokyo. Japan for promotion, manufacturing, sales, installation and maintenance of the products and services agreed to be introduced / sold under the mutually agreed brand name "LLOYDS TB-NIIGATA".

Hence, the latest technological tie-ups are further aiding the company in building a solid engineering product and solutions portfolio i.e.

i) Memorandum of Understanding (MOU) with The Material Works, Ltd. (TMW) for the transfer of cutting-edge and environmentally friendly technology, Eco Pickled Surface (EPS Gen 4), for pickling of all qualities of steel, including stainless steel. ii) Entered into a definitive agreement with TB Global Technologies Ltd (TBG), a prominent Japanese company formed through the merger of Tokyo Boeki Machinery Ltd and Tokyo Boeki Engineering Limited. Our strategic technological tie-ups are pivotal in augmenting our engineering product and solutions portfolio, opening doors to new opportunities in sunrise sectors. We are poised for even greater success, with a robust outlook and a strong foundation. Our strategy of focusing on customized orders ensures not only customer satisfaction but also sustains robust margins, setting us apart in the industry.

Also, the Company has secured fresh orders from Navy worth Rs. 81 Crore in the Current Financial Year i.e. 2024-25, reflecting positive momentum in the Defence sector and signifies our positive trajectory in the Defence sector, further strengthening our market position.

The significant expansion of our order book to Rs. 904.32 Crore, a growth of 32.42% YoY, underscores the trust and confidence our clients place in us. Notably, our Order book is well-balanced across sectors, with the Marine and Navy segments showing encouraging signs of growth to come ahead.

We extend our heartfelt gratitude to our dedicated team, loyal customers, and supportive stakeholders whose contributions have been instrumental in our journey. As we look ahead, we remain committed to delivering value, driving innovation, and seizing opportunities for growth.

6. TRANSFER TO RESERVE:

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

7. DIVIDEND:

Based on the Company?s performance, the Board of Directors in their meeting held on 2^nd May, 2024 recommends for approval of members a final dividend of Rs. 0.20 per equity share (i.e. 20%) of the face value of Rs. 1/- each for the Financial Year ended 31^st March, 2024. The final dividend on equity shares, if approved by the members, shall be subject to deduction of income tax at source.

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 at: https://www. lloydsengg.in/wp-content/uploads/2022/05/Dividend-Distribution-Policy.pdf.

8. SHARE CAPITAL:

During the financial year 2023-24 the following are some of the Changes which happened and resulted into increase of Share capital. The paid-up Equity Share Capital of the Company as on 31^st March, 2024 stood at Rs. 1,14,23,62,992

16,50,00,000 Convertible warrants were issued and allotted in the Board Meeting held on 22^nd November, 2021 with prior approval of Shareholders in the Extra Ordinary General Meeting held on 12^th November, 2021.

1) Out of 16,50,00,000 Convertible Warrants, 9,00,00,000 (Nine Crore only) warrants were converted into Equity shares by the Board of Directors in their meeting held on 19^th May, 2022 by way of allotment of 9,00,00,000 Equity Shares of Re. 1 each at an issue price of Rs. 3.86 each (including a premium of Rs. 2.86 each). Further, 25% of allotment money was received before issuance of Convertible warrants i.e. Financial Year 2021-22 & 75% of allotment money was received before allotment of Equity Shares in Financial Year 2022-23.

2) During the year, the remaining 7,50,00,000 Convertible warrants were converted into Equity shares by the Board of Directors in their meeting held on 10^th May, 2023 by way of allotment of 7,50,00,000 Equity shares of Re. 1 each at an issued price of Rs. 3.86 each (including a premium of Rs. 2.86 each) to the warrant holders – Lloyds Metals and Minerals LLP and Aeon Trading LLP (promoters of the Company). However, 25% of allotment money was received before issuance of convertible warrants in Financial Year, 2021-22 and 75% of allotment money was received before allotment of Equity Shares in this Financial Year 2023-24.

In view of the above, the Equity share of the Company was increased from 98,86,98,382 to 1,06,36,98,382 divided into 1,06,36,98,382 into Equity shares of Re. 1 each on 10^th May, 2023.

1,51,80,000 12% of OFCDs were issued in the Board Meeting held on 27^th January, 2022 with prior approval of Shareholders in the Extra Ordinary General Meeting held on 24^th January, 2022.

During the year, the aforementioned OFCD were converted into fully paid-up Equity Shares in the Board Meeting held on 1^st July, 2023 by way of allotment of Equity shares of Re. 1 each at an issue price of 13.65 each (including a premium of Rs. 12.65 each) to the non-promoters allottees who has exercised the option of conversion of OFCDs. However, the allotment money was received by the Company before issuance of OFCDs to the allotees.

In view of the above, the Paid-up Share Capital of the Company was increased from 1,06,36,98,382 Equity shares to 1,07,88,78,382 divided into 1,07,88,78,382 Equity shares of Re. 1 each on 1^st July, 2023.

During the year, the Company has allotted 20,000 Equity shares at a price of Rs. 7.5 each (including a premium of Rs. 6.5 each) by the approval of Nomination and Remuneration Committee (NRC) on 20^th October, 2023 as first vesting of ESOP. The NRC has approved the grant of 1,00,61,000 in the meeting held on 27^th October, 2022 with prior approval of Shareholders in the Extra Ordinary General Meeting held on 24^th January, 2022. Further, the vesting schedule of ESOP was decided in the NRC Meeting held on 27^th October, 2022.

In view of the above, Paid-up Share Capital of the Company was increased from 1,07,88,78,382 Equity shares to 1,07,88,98,382 divided into 1,07,88,98,382 Equity shares of Re. 1 each on 20^th October, 2023.

During the Financial year 2023-24, Company has allotted on 6,34,64,610 Equity shares by the approval of Board of Directors in their meeting held on 18^th January, 2024 at a face value of Re. 1/- each at an issue price of Rs. 15.50 per Equity Share (including Rs. 14.50 premium) aggregating to Rs. 9,837.01 Lakh, to all the Eligible Equity Shareholders in the ratio of 1 Rights Share for every 17 fully paid-up Equity Shares held by the eligible Equity Shareholders of the Company and the issue was fully subscribed.

In view of the above, Paid-up Share Capital of the Company was increased from 1,07,88,98,382 to 1,14,23,62,992 divided into 1,14,23,62,992 Equity Shares of Re. 1/- each on 18^th January, 2024.

During the year, the Company has allotted 22,66,500 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) by the approval of Nomination and Remuneration Committee (NRC) on 6^th March, 2024 for second vesting under ESOP. The NRC has approved the grant of 1,00,61,000 in the meeting held on 27^th October, 2022 with prior approval of Shareholders in the Extra Ordinary General Meeting held on 24^th January, 2022. Further, the vesting schedule of ESOP was decided in the NRC Meeting held on 27^th October, 2022.

In view of the above, Paid-up Share Capital of the Company was increased from 1,14,23,62,992 to 1,14,46,29,492 divided into 1,14,46,29,492 Equity Shares of Re. 1/- each on 6^th March, 2024.

9. CHANGE IN THE NATURE OF BUSINESS ACTIVITIES:

During the year under review, the Company has changed the clause 2 of the main clause of the MOA by passing the Special Resolution in the Annual General Meeting held on 24^th July, 2023 which came in to effect from 7^th September, 2023 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 civil engineering activities too which will enable the company to enlarge the area of operations and carry on its business economically and efficiently.

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?.

As mandated by the Securities and Exchange Board of India (SEBI), the Business Responsibility Report of the Company for the year ended 31^st March, 2024 is annexed as ‘Annexure C? and forms an integral part of this Report.

During the year, the company had invested in 10,00,00,000 equity shares of Re.1 each in Lloyds Infrastructure and Construction Limited (herein after referred as "LICL") The referred investment represented a substantial holding of 50% in LICL, thereby, establishing it as an associate entity within the corporate framework.

In the fourth quarter of F.Y. 2023-24, there was an increase in both the authorized share capital and the issued capital of LICL. As a result, the stake of the company in LICL decreased from 50% to 25%. Subsequently, in the same quarter, the company partly sold the Investments held in LICL, due to which the shareholding in LICL further reduced from 25% to 12.25%. This resulted in cessation of LICL as an associate of the company and does not exercise control over this stake as at 31^st March, 2024.

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.

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.

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 24^th 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) equity shares, representing in the aggregate 4.90 % of the paid-up share capital of the Company (as on the date of this resolution) as to trust and the trust will transfer the shares to the Employees who successfully exercised their vested options.

The Nomination and Remuneration Committee (‘NRC?) of the Board of Directors of your Company is entrusted with the responsibility of administering the plan and During the Financial Year 2022-2023 on 27^th October, 2022 the Committee has considered and granted 1,00,61,000 options to the eligible employees under Lloyds Steels Industries Limited Employees Stock Option Plan -2021 (ESOP Scheme 2021) at an exercise Price of Rs. 7.50 per option which was approved by the members of the Company at the EOGM held on 24^th January, 2022 having different vesting Schedules as per the ESOP Scheme 2021).

As per the 1^st Vesting Schedule the vesting of the Shares to be done before 27^th October, 2023 and on the same path the Company has allotted 20,000 Equity Shares at an offer Price of Rs. 7.50 each on 20^th October, 2023 to the Eligible Employee.

The 2^nd vesting of ESOP which was required to be done before 31^st March, 2024 was completed on 6^th March, 2024 after the required approval of Nomination and Remuneration Committee the Company has 22,66,500 Equity Shares of Re.1 /- at a premium of (Rs.6.50 each) to the Eligible Employees. 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. The certificates are available for inspection by members in electronic mode at https://www. lloydsengg.in/wp-content/uploads/2022/07/Regulation13-SEBI-SBEB-SE-Regulations-2021.pdf and https:// www.lloydsengg.in/ wp-content/uploads/2022/07/Regulation-14-SEBISBEB-

SE-Regulations-2021.pdf.

During the year, the Nomination & Remuneration Committee at their meeting held on 27^th April, 2024 had approved the grant 32,52,200 Employee Stock Options to the Employees of the Company under ‘Lloyds Steels Industries Limited Employee Stock Option Plan – 2021?, at an Exercise Price Rs. 9.50/- per option which was approved by the Shareholders of the Company in the Extra Ordinary General Meeting held on 24^th 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 has been attached in

During the year under review there are following changes in the Board of Directors and Company Secretary and Compliance Officer of the Company.

Mr. Satyendra Narain Singh, an Independent Director of the Company has resigned from the post of Independent Directorship of the Company from the closure of business hours of 18^th April, 2023. The board, in the meeting held on 27^th April, 2023 noted the resignation and recorded the appreciation for assistance and guidance provided by Mr. Satyendra Narain Singh during his tenure.

In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company, Mr. Rajashekhar Mallikarjun Alegavi, Non-Executive director of the Company, retired by rotation at the ensuring Annual General Meeting and offered himself for reappointment.

Further, in accordance with the provision of SEBI (LODR) Regulations, 2015, approval of members has been accorded for continuation of his term as a non-executive director of the Company after attaining age of 75 years in the ensuing 30^th Annual General Meeting under Regulation 17(A) of SEBI(LODR), 2015.

Mr. Lakshman Ananthsubramanian (DIN: 08648489) who had been appointed as an Independent Director of the Company for a period of five years with effect from 24^th January, 2020 to 23^rd January, 2025, by the shareholders at the 26^th Annual General Meeting (‘AGM?), in terms of Section 149 of the Companies Act, 2013, be and is hereby re-appointed as an Independent Director of the Company in the 30^th Annual General Meeting for a second term of five consecutive years who has attained the age of 75 years on 19^th June, 2024, with effect from 24^th January, 2025 till 23^rd January, 2030, not liable to retire by rotation." Pursuant to Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, consent of the Members has been accorded in the 30^th Annual General Meeting of the Company Mr. Lakshman Ananthsubramanian (DIN: 08648489) as a Non-Executive Independent Director of the Company as he attained the age of 75 years i.e., 19^th June, 2024, for his second term starting from 24^th January, 2025 till 23^rd January, 2030, not liable to retire by rotation.

Mr. Shreekrishna Mukesh Gupta was appointed as an Additional Director in Executive Category of the Company and thereafter as a Whole Time Director of the Company on 6^th March, 2024. The approval of Members has been taken via postal ballot on 28^th May, 2024 for his appointment as a Whole Time Director of the Company starting from 6^th March, 2024 till 28^th September, 2028 and also for his remuneration.

Mr. Devidas Kashinath Kambale was appointed as an Additional Director in Non-Executive Independent Category on 6^th March, 2024 and his appointment was regularized by the Members via postal ballot dated 28^th May, 2024 as an Independent Director of the Company and his tenure starting from 6^th March, 2024 till 28^th September, 2028.

Mrs. Meenakshi Ankit Pansari (ACS: 53927) resigned from the Office of Company Secretary and Compliance Officer from the closure of business of 10^th August, 2023 vide her resignation letter dated 7^th August, 2023 thanking the Board and Management for discharging her duties. The Board of Directors took a note of her resignation in the Meeting held on 7^th August, 2023. b) Appointment of Ms. Rahima Shabbir Shaikh (ACS: 63449) as Company Secretary and Compliance

Ms. Rahima Shabbir Shaikh was appointed as a Company Secretary and Compliance Officer of the Company from 11^th August, 2023 by the Board of Directors in their Meeting held on 7^th August, 2023. She possesses all the requisite qualifications required for the office of Company Secretary and Compliance Officer.

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.

During the year, the company had invested in 10,00,00,000 equity shares of Re.1 each in Lloyds Infrastructure and Construction Limited (herein after referred as "LICL") The referred investment represented a substantial holding of 50% in LICL, thereby, establishing it as an associate entity within the corporate framework.

In the fourth quarter of F.Y. 2023-24, there was an increase in both the authorized share capital and the issued capital of LICL. As a result, the stake of the company in LICL decreased from 50% to 25%. Subsequently, in the same quarter, the company partly sold the Investments held in LICL, due to which the shareholding in LICL further reduced from 25% to 12.25%. This resulted in cessation of LICL as an associate of the company and does not exercise control over this stake as at 31^st March, 2024.

18. DISCLOSURE RELATED TO BOARD AND CORPORATE GOVERNANCE: a. Number of Meetings of the Board: Total 13(Thirteen) Board Meetings were held during the financial year 2023-24 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 part of this Annual Report.

c. 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 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, the Independent Directors met on 23^rd January, 2024 inter alia, to: i) Review the performance of Non-Independent Directors and the Board of Directors as a whole; ii) Review the performance of the Managing Director of the Company taking into account the views of the Directors; iii) 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 this meeting. The observations made by the Independent Directors have been adopted and implemented.

f. Declaration by Independent Directors: All Independent Directors have given declarations under section 149 (7) that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

g. Familiarization Programme for Independent Directors: The Company has formulated a Programme for Familiarization of Independent Directors with regard to their roles, rights, responsibilities, nature of the industry in which the Company operates, the business model of the Company etc. 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). However, during the year under review, there was no change in the nature of business of the company and its business vertical/structure/operational strategy, etc., which would have necessitated fresh Familiarization Programme for Independent Directors.

Pursuant to Section 134(5) of the Companies Act 2013, your Directors state that: 1. in the preparation of the annual accounts for the year ended 31^st 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 31^st 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. 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.

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.

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company www.lloydsengg.in

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.

(A) Statutory Auditor: M/s. S Y Lodha and Associates, Chartered Accountants (ICAI Firm Registration No. 136002W) are the Statutory Auditors of the Company for first term of five (5) consecutive years from the conclusion of the 28^th Annual General Meeting until the conclusion of the 33^rd Annual General Meeting of the Company to be held in the year 2027.

(B) Audit Report: During the year 2023 - 24, 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 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 31^st March, 2024 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, 2013.

During the year under review, the Auditors have not reported any matter under Section 143 (12) of the Act and therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

(C) 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 Mr. 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 your Company to conduct Secretarial Audit for the financial year 2024-25.

(D) Secretarial Audit Report: Secretarial Audit Report as issued by the Secretarial Auditor, in Form No. MR-3 for the financial year 2023 – 24 duly issued by Secretarial auditors of financial year 2023- 24 i.e. Mr. Mitesh J Shah Associates, Practicing Company Secretary firm, is annexed herewith vide ‘Annexure E? and forms integral part of this Annual Report. The said Secretarial Audit Report being devoid of any reservation(s), adverse remark(s) and qualification(s) etc. 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.

(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 2024 -25 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 30^th AGM forming part of this Integrated Annual Report.

(F) Cost Audit Report: The Company has maintained such accounts and records as per the aforesaid provisions and further the filling of Cost Audit Report for the financial year ended 31^st March, 2024 with the Ministry of Corporate Affairs in XBRL Mode shall take place within the time limit prescribed under the Companies Act, 2013.

(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.

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 part of this report

The particulars of loans and advances given by the Company during the financial year 2023-24 are stated in Notes to the Audited Financial Statements of the Company as annexed to this Annual Report.

All related party transactions that were entered and executed during the year under review were at arms' length basis. 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 link: https://www.lloydsengg.in/wpcontent/uploads/ content/Amended_Policy_Materiality_Related_Party-Transaction-Dealing-RPT_effective_010402019.pdf.

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 Standalone Financial Statement.

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 2023-24 has been paid to both the Stock Exchanges (BSE & NSE).

As on 31^st March, 2024 there were 11,36,825,422 Equity Shares dematerialized through depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited, which represents about 99.31% of the total issued, subscribed and paid-up capital of the Company.

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.

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

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

During the year under review, the Company has raised funds by converting the 7,50,00,000 Warrants to Promoter/ Promoter Group of Re. 1/- each at a premium of Rs. 2.86 each and 1,51,80,000 Optionally Fully Convertible Debentures to non-Promoters at a face value of Rs. 13.65 each through preferential allotment.

The funds raised through the respective issues were utilized for the purpose for which it was raised and in accordance with the objectives of the said preferential issue stated in the explanatory statement to the notice of general meeting. During the Financial year 2023-24, Company has Successfully completed a Rights Issue of 6,34,64,610 Equity shares of face value of Rs. 1 each for cash at a price of Rs. 15.50/- per Equity Share aggregating to Rs. 9837.01 Lakh, to the Eligible Equity Shareholders in the ratio of 1 Right Share for every 17 fully paid-up Equity Shares and the issue was fully subscribed.

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. 2023 -24: a) Issue of equity shares with differential rights as to dividend, voting or otherwise. b) Instances with respect to voting rights not exercised directly by the employees of Company. c) Neither the Executive Director nor the CFO 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. 2023 - 24, 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 is no requirement of web link of policy for determining ‘material? subsidiaries as Company has no subsidiaries during 2023-24

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.