Agreements

RS/LLOYDSENGG/BSEL-NSEL/2026/39 June 18, 2026 The Department of Corporate Services, The National Stock Exchange of India Limited BSE Limited Exchange Plaza, Bandra Kurla Complex, 27th Floor, P.J. Towers, Dalal Street, Mumbai Bandra (East), Mumbai - 400 051 - 400 001 Scrip Code: 539992 Symbol: LLOYDSENGG Dear Sir, Sub.: Outcome of Board Meeting pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Master Circular SEBI/ HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026 This is to inform you that the Board of Directors of our Company in the meeting held today i.e. Thursday, 18th June 2026 have considered and approved the following: 1. Acquisition of Equity Shares of Steel Infra Solutions Company Limited. A Share Purchase, Share Subscription and Shareholders’ Agreement (“SPSSSHA”) dated 18th June 2026 has been entered between the Company, Lloyds Enterprises Limited (the holding company of the Company), Streamland Estate LLP, Steel Infra Solutions Company Limited (“SISCOL” or the “Target Company”) and shareholders of SISCOL. Pursuant to the SPSSHA, the Company, Lloyds Enterprises Limited and Streamland Estate LLP have agreed to acquire, in aggregate, upto 3,57,80,117 equity shares of the Target Company, constituting 88.12% of the total outstanding equity share capital of the Target Company, for the total consideration of about INR 1,073.40 Cr. The acquisition shall be undertaken as follows: a. Acquisition of upto 2,11,80,117 equity shares, constituting 52.16% of the total outstanding equity share capital of the Target Company, by the Company partly through cash and partly through share swap (i.e. non-cash consideration basis), for the total consideration of about INR 635.40 Cr; b. Acquisition of upto 73,00,000 equity shares, constituting 17.98% of the total outstanding equity share capital of the Target Company, by Lloyds Enterprises Limited through cash, for the total consideration of about INR 219 Cr; and c. Acquisition of upto 73,00,000 equity shares, constituting 17.98% of the total outstanding equity share capital of the Target Company, by Streamland Estate LLP through cash, for the total consideration of about INR 219 Cr. The detailed disclosure as required under Regulation 30 of SEBI (Listing Obligation and Disclosure Requirements) read with SEBI Master Circular SEBI/ HO/49/14/14(7)2025-CFD- POD2/I/3762/2026 dated January 30, 2026 has been provided under Annexure 1. 2. Subject to the approval of the Members in the Extra Ordinary General Meeting and appropriate authorities, as part of the consideration agreed to be paid as per the SPSSSHA referred to above and as detailed in Annexure 1, the Board has decided to issue and allot upto 7,06,74,554 Equity Shares of face value of Re. 1 (Rupee One) each fully paid-up, at a Premium of Rs. 70.25 (Seventy Rupee Twenty-Five Paise only) per Equity Share aggregating upto Rs. 503,55,61,972.50 to proposed allottees who are selling shareholders of SISCOL, not belonging to Promoters / Promoter Group of the Company, for consideration other than cash i.e. against the acquisition of upto 1,67,85,210 (41.34%) of the equity shares held by selling shareholders in SISCOL, by way of a preferential issue through private placement, in accordance with the provisions of Section 62 read with Section 42 and other applicable provisions of the Companies Act, 2013 and Chapter V of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and subsequent amendments thereto (“Preferential Allotment”). The detailed disclosure as required under Regulation 30 of SEBI (Listing Obligation and Disclosure Requirements) read with SEBI Master Circular SEBI/ HO/49/14/14(7)2025-CFD- POD2/I/3762/2026 dated January 30, 2026 has been provided under Annexure 2. 3. Subject to the approval of the members in the Extra Ordinary General Meeting and appropriate authorities, the Board has decided to issue and allot upto 7,00,000 Equity Shares of face value of Re. 1 (Rupee One) each fully paid-up, at a Premium of Rs. 70.25 (Seventy Rupee Twenty Five Paise) per Equity Share of the company aggregating upto Rs. 4,98,75,000/-, to Non- Promoter, on a Preferential Basis for cash consideration towards raising of additional capital by the Company pursuant to Section 42, 62 of the Companies Act, 2013 and as per the SEBI (Issue of Capital and Disclosure Requirement) Regulation, 2018 [“SEBI (ICDR) Regulations, 2018”]. The detailed disclosure as required under Regulation 30 of SEBI (Listing Obligation and Disclosure Requirements) read with SEBI Master Circular SEBI/ HO/49/14/14(7)2025-CFD- POD2/I/3762/2026 dated January 30, 2026 has been provided under Annexure 3. 4. Approved the Draft Notice for convening the Extra Ordinary General Meeting for the above purposes. 5. An Extra Ordinary General Meeting of the Company to be convened on Wednesday, 15th July, 2026. 6. Harshvardhan Tarkas, Practicing Company Secretary, Mumbai, (Membership No.: A30701) is appointed as the Scrutinizer for conducting “remote e-voting” and “e-voting during EGM” process for ensuing Extra Ordinary General Meeting in fair and transparent manner. 7. Cut-off date for determining the eligibility to vote by electronic means for the purpose of Extra Ordinary General Meeting shall be 8th July, 2026. 8. Approved the Borrowings from Banks / Financial Institutions of not exceeding an amount of Rs. 1000 Cr (Rupees One Thousand Crore only). 9. Approved the Investment in Lloyds Advance Defence Systems Limited (LADSL) of not exceeding an amount of Rs. 2.5 Cr (Rupees Two Crore Fifty Lakhs only) 10. Approved the revised Notice of Annual General Meeting for the Annual General Meeting scheduled on 6th August 2026. The meeting commenced at 12:00 p.m. and concluded at 2:45 p.m. The above intimation is given to you for your record, kindly take the note of the same. A copy of the same will also be made available on the website of the Company. Thanking You, Yours faithfully, For Lloyds Engineering Works Limited Rahima Shaikh Company Secretary and Compliance Officer ACS: 63449 ANNEXURE-1 DETAILS AS REQUIRED UNDER REGULATION 30 OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 READ WITH SEBI MASTER CIRCULAR SEBI HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 DATED JANUARY 30, 2026 IS AS BELOW: ACQUISITION AND SPSSSHA Sr. Particulars Disclosure (a) Name of the target Name of the Target Company: Steel Infra Solutions Company Limited entity, details in brief (“SISCOL”/ “Target Company”) such as size, turnover, etc Brief Details of Target Company: The Target Company is engaged in the business of heavy steel fabrication and infrastructure solutions, serving customers across the energy, infrastructure and industrial segments. April 2025- March 2026: Turnover: Rs. 816.87 Crores Net Profit: Rs. 43.42 Crores Authorised Share Capital of the Target Company: INR 65,00,00,000 (Indian Rupees Sixty Five Crores only) consisting of 6,50,00,000 (Six Crore Fifty Lakh) equity shares of face value of Rs.10 each. Total issued, paid-up and subscribed share capital of the Target Company: INR 40,60,39,420 (Indian Rupees Forty Crore Sixty Lakhs Thirty Nine Thousand Four Hundred Twenty only) consisting of 4,06,03,942 (Four Crore Six Lakhs Three Thousand Nine Hundred Forty Two) fully paid up equity shares of face value of Rs.10 each. (b) Whether the The proposed acquisition would not fall within Related Party acquisition would fall Transaction. within related party transaction(s) and whether the promoter/ promoter group/ group companies have any interest in the entity being acquired? If yes, nature of interest and details thereof and whether the same is done at “arm’s length (c) Industry to which the The Target Company is engaged in the business of heavy steel entity being acquired fabrication and infrastructure solutions, serving customers across the belongs energy, infrastructure and industrial segments. [Showing first 8,000 characters — download PDF for full document]