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RS/LLOYDSENGG/ BSEL-NSEL/2026/85 Date: October 16, 2026
The Listing Department,
BSE Limited,
Phiroze Jeejeebhoy Towers,
Dalal Street Mumbai- 400 001.
BSE Scrip Code: 539992 | NSE Symbol: LLOYDSENGG | ISIN: INE093R01011
Dear Sir/ Madam,
Sub: Proceedings of the meeting of the Equity shareholders of Lloyds Engineering Works Limited
(‘Transferee Company’ or ‘the Company’) held on Friday, October 16, 2026, at 11.30 A.M., as per the
directions issued by the Hon’ble National Company Law Tribunal, Mumbai Bench (‘Honble
Tribunal’) vide its order dated August 19, 2026 (‘Order’), in the Company Scheme Application No.
C.A. (CAA) No.124/MB/2026.
Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 (‘LODR Regulations’), we enclose herewith the summary of the proceedings of the meeting of the
equity shareholders of the Company held through Video Conferencing / Other Audio Visual Means
(‘VC/OAVM’) pursuant to the Order, conducted to approve the Scheme of Merger by Absorption of Lloyds
Infrastructure & Construction Limited (‘First Transferor Company’), Metalfab Hightech Private Limited
(‘Second Transferor Company’) and Techno Industries Private Limited (‘Third Transferor Company’) with
Lloyds Engineering Works Limited (‘Transferee Company’) and their respective shareholders (‘Scheme’)
under Section 230 to Section 232 and other applicable provisions of the Companies Act, 2013 (‘the Act’).
In this regard, please find enclosed summary of the proceedings as ‘Annexure A’ as per LODR Regulations.
The results of voting will be intimated to you separately.
We request you to kindly take the same on record.
Thanking You,
Yours faithfully,
For Lloyds Engineering Works Limited
Rahima Shaikh
Company Secretary & Compliance Officer
Membership No.: 63449
Encl: As above
Annexure A
SUMMARY OF THE PROCEEDINGS OF THE MEETING OF THE EQUITY SHAREHOLDERS
OF LLOYDS ENGINEERING WORKS LIMITED (‘TRANSFEREE COMPANY’ OR ‘THE
COMPANY’) HELD AS PER THE DIRECTIONS ISSUED BY THE HON’BLE NATIONAL
COMPANY LAW TRIBUNAL, MUMBAI BENCH (‘HON’BLE TRIBUNAL’) VIDE ITS ORDER
DATED AUGUST 19, 2026 (‘ORDER’)
The meeting of the equity shareholders of the Company was held on Friday, October 16, 2026 at 11.30 A.M.
(IST) through Video Conferencing or Other Audio Video Means (‘VC’/’OAVM’).
The meeting was chaired by Mr. Pranay Luniya, Practicing Chartered Accountant, Chairperson appointed
by the Hon’ble Tribunal. Mr. Harshvardhan Tarkas, Practicing Company Secretary, scrutinizer, was
appointed by the Hon’ble Tribunal to scrutinize the e-voting conducted at the meeting of the equity
shareholders of the Company.
The aforesaid Meeting was attended by the following Personnel
1. Mr. Pranay Luniya, Practicing Chartered Chairperson appointed by the
Accountant Hon’ble Tribunal for the meeting;
2. Practicing Company Secretary,
Mr. Harshvardhan Tarkas Scrutinizer appointed by Hon’ble
Tribunal for the meeting;
3. Mr. Devidas Kambale Independent Director
4. Mr. Kishor Kumar Mohanlal Pradhan Independent Director
5. Mr. Ashok Tandon Independent Director
6. Mr. Rajashekhar Mallikarjun Alegavi Non-Executive Director
7. Mr. Lakshman Ananthsubramanian Independent Director
8. Mrs. Alka Upadhyay Independent Director
9. Mr. Kalpesh P. Agrawal Chief Financial Officer
10. Company Secretary & Compliance
Ms. Rahima Shaikh
Officer
The Chairman of the meeting informed the equity shareholders that physical attendance at the meeting is
not required and hence, the facility for the appointment of the proxies is not available for this meeting. The
Chairman informed the equity shareholders that the Company had provided the facility to cast their votes
electronically through NSDL on the resolution set forth in the Notice. The Chairman also informed that
voting by electronic means was also available during the meeting to those equity shareholders who had not
already voted by means of remote e-voting.
The Notice convening equity shareholders was taken as read as the same was already circulated to the
equity shareholders whose names appeared in the Register of Members, i.e. September 04, 2026.
Chairman informed the equity shareholders that the Scheme, if approved by the equity shareholders of the
Company, will be subject to subsequent approval of the Hon'ble Tribunal and such other approvals,
permissions and sanctions from any other regulatory or statutory authorities, as may be deemed necessary.
The Chairman requested the scrutinizer to confirm the quorum. On confirmation by the scrutinizer on the
requisite quorum being present, the Chairman called the meeting to order.
The Chairman thereafter briefed the equity shareholders on the salient features and rationale of the proposed
Scheme.
The resolution set out in the Notice, as reproduced below, was recommended for consideration by Chairman
and approval of the Equity Shareholders through the e-voting system.
Approval of Scheme of Merger by Absorption of Scheme of Merger by Absorption of Lloyds Infrastructure
& Construction Limited (‘First Transferor Company’), Metalfab Hightech Private Limited (‘Second
Transferor Company’) and Techno Industries Private Limited (‘Third Transferor Company’) with Lloyds
Engineering Works Limited (‘Transferee Company’) and their respective shareholders (‘Scheme’) under
Section 230 to Section 232 of the Companies Act, 2013 (‘the Act’) and rules made thereunder.
The members who had registered in advance with the Company as speakers were then invited to ask
questions. The Company, responded to the queries raised by the equity shareholders and provided
clarifications.
The Chairman informed the equity shareholders that the Scheme shall be considered approved if two
conditions are met:
1. The resolution must be approved by a majority in number representing three-fourths in value of the
equity shareholders present and voting, in terms of Section 230(6) of the Act; and
2. In accordance with the SEBI Master Circular dated June 20, 2023, the votes cast by public shareholders
in favour of the resolution must exceed the votes cast by public shareholders against it.
In compliance with the provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (‘LODR Regulations’), the facility of remote e-voting as well as e-voting at this meeting
was provided to all the equity shareholders in proportion to their voting rights as on the cut-off date of i.e.
Friday, October 09, 2026. The remote e-voting facility commenced on Monday, October 12, 2026 from
9:00 A.M. (IST) and ended on Thursday, October 15, 2026 at 5:00 P.M. (IST).
The Chairman informed the equity shareholders that the e-voting results along with the Scrutinizer’s Report
would be communicated to the Stock Exchanges within two working days from the conclusion of the
Meeting and would also be placed on the websites of the Company, NSDL, and the stock exchanges.
The Chairman, thereafter, thanked the equity shareholders for attending and participating at the meeting
and requested the equity shareholders who had not voted earlier, to complete e-voting in the next 15 minutes.
Thereafter, the meeting concluded at 12.25 PM (IST) after being open for 15 minutes for e-voting to be
completed by the equity shareholders.
For Lloyds Engineering Works Limited
Rahima Shaikh
Company Secretary & Compliance Officer
Membership No.: 63449