Directors Report of Lloyds Engineering Works Ltd.

Mar 31, 2025

Your directors are hereby pleased to present 31^st (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 31^st 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)
Particulars	Standalone		Consolidated
	Current Year 2024-25	Previous Year 2023-24	Current Year 2024-25
Income from Operations	75,57756	62,423.61	84,574.08
Other Income	2,218.41	744	2,415.92
Total Income	77,795.97	63,16761	86,990.00
Profit before Interest, Depreciation & Tax	14,522.71	10,843.69	-
Less: Finance Cost	671.81	416.94	853.03
Depreciation	848.56	404.56	966.22
Exceptional Item	-	-	-
Profit/(Loss) before tax	13,002.34	10,022.19	14,113.87
Less: Tax Expenses (Net)	3029.72	2038.36	3313.56
Profit/(Loss) for the Year	9,972.62	7,983.83	10,800.31
Other Comprehensive Income (Net)	(54.19)	29.17	(104.57)
Total Comprehensive Income	9,918.43	8,013.54	10,695.74

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 FY i.e. from Rs. 624.24 Crore of Last FY to Rs. 755.78 Crore of Current FY

b) EBITDA growth is approx. 34 % in comparison to last FY i.e. from Rs. 108.44 Crore of Last FY to Rs. 145.23 Crore of Current FY

c) Profit Before Tax growth is approx. 30 % i.e. from Rs. 100.22 Crore of last FY to Current FY Rs. 130.02 Crore.

d) Increase in Company’s order position is approx. 45 % as on 1^st April, 2025 in comparison to order position on 1^st April, 2024.

4.	CHANGE IN THE KEY FINANCIAL RATIOS OF THE COMPANY:
	Particulars	Standalone		Consolidated
		FY 2024-25	FY 2023-24	FY 2024-25
	Debtors Turnover	4.2	6.9	4.00
	Inventory Turnover	10.6	5.76	8.99
	Interest Coverage Ratio	20.35	25.04	1755
	Current Ratio	2.38	3.21	2.31
	Debt - Equity Ratio	0.07	0.81	0.13

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 15^th 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.

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.

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 selfreliance 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 31^st March 2025, the Board of Directors, at its meeting held on 07^th 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. 14^th 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 14^th 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 31^st 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 Annexure- K

10. SHARE CAPITAL:

During the financial year 2024-25, at the Extra - Ordinary General Meeting (EOGM) of the Company held on Thursday 29^th 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 30^th 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 29^th 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 15^th 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 nonPromoter 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 29^th 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 24^th January 2025 for 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.

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 19^th 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 29^th August, 2024 which was registered by Registrar of Companies on 19^th 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.

14. SUBSIDIARY COMPANIES, ASSOCIATES / JOINT VENTURES:

1) Subsidiary:

Techno Industries Private Limited: The Company at the Extra Ordinary General Meeting (“EOGM”) held on 29^th 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 15^th 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 30^th 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 30^th January 2025 was 24.50%. This resulted LICL becoming an associate of the Company from 30^th 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 10^th 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 27^th 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 15^th October 2024, the Company has acquired 77% stake in Techno Industries Private Limited (“TIPL”) via a share purchase agreement entered on 30^th 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 FY. 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 15^th October 2024.

On 30^th 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. LICLs 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 30^th January 2025.

On 20^th 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 20^th 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 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 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 31^st March, 2025 was allotted on 24^th 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 30^th July 2024 and 01^st 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 24^th January, 2022 and the Company has obtained the InPrinciple 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 24^th January 2025 till 23^rd 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 30^th Annual General Meeting held on 26^th 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 6^th March 2024 till 30^th September 2029, approved by the Board of Directors in their Meeting held on 6^th March 2024 and subsequently by the Members / Shareholders of the Company by the postal ballot ended on 28^th 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 6^th March 2024 till 30^th September 2029, approved by the Board of Directors in their Meeting held on 6^th March 2024 and subsequently by the Members / Shareholders of the Company by the postal ballot ended on 28^th 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-a-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 NonExecutive, 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 NonExecutive 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.

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 13^th 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 NonIndependent 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 Ti me 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) NonExecutive 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 selfassessment 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 selfassessment 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 31^st 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:

(A) Audit Committee and Statutory Auditor:

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 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.

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.

(B) Audit Report: The Report given by the Statutory Auditors on the financial statements of the 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 2^nd 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 13^th 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 7^th 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 31^st 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 31^st 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 31^st 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 15^th 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 15^th 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 29^th 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 FY 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 19^th April 2025, the Company shall on or before 10^th 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, 14^th 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 FY 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 29^th August 2024 for expansion of business, which was registered by Registrar of Companies on 19^th September 2024.

42. ENCLOSURES:
	a. Annexure A :	Corporate Governance Report;
	b. Annexure B :	Management Discussion and Analysis Report; (please refer page no. 64)
	c. Annexure C :	Business Responsibility and Sustainability Report
	d. Annexure D :	Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo Report;
	e. Annexure E :	Secretarial Audit Report in Form No. MR-3;
	f. Annexure E1:	Secretarial Compliance Report
	g. Annexure E2 :	Secretarial Audit Report of Material Subsidairy in Form No. MR-3
	h. Annexure F :	Details of personnel/particulars of employees;
	i. Annexure G :	AOC -2
	j. Annexure H :	Corporate Social Responsibility (CSR) Activities
	k. Annexure I :	Compliance Certificate under ESOP
	l. Annexure J :	AOC- 1
	m. Annexure K :	Dividend Distribution Policy

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.

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Mar 31, 2023

Your Directors are pleased to present the Company’s Twenty Ninth Annual Report and the Company’s Audited Financial Statements for the Financial Year Ended 31^st March, 2023.

1. FINANCIAL HIGHLIGHTS:

The Company’s financial highlights for the year ended 31^st March, 2023 is summarized below:

(Rs. in Lakhs)
Particulars	Current Year	Previous Year
	2022-23	2021-22
Income from Operations	31,260.98	5,009.66
Other Income	579.63	975.07
Total Income	31,840.61	5,984.73
Profit before Interest, Depreciation & Tax	5,804.37	1,446.37
Less: Finance Cost	394.16	101.90
Depreciation	238.26	133.72
Exceptional items	250.00	-
Profit/(Loss) before tax	4,921.95	1,210.75
Less: Tax Expenses (Net)	1,239.64	616.03
Profit/(Loss) for the Year	3,682.31	594.72
Other Comprehensive Income (Net)	32.07	(0.44)
Total Comprehensive Income	3714.38	594.28

2. PERFORMANCE 2022-23:

During the year under review the Company achieved a revenue growth of by approx. 524% in comparison to last F.Y. i.e. from '' 5,009.68 Lakhs of Last F.Y. to '' 31,260.98 Lakhs of Current F.Y., EBITDA growth by approx. 301% in comparison to last F.Y.

i. e. from '' 1,446.37 Lakhs of Last F.Y. to '' 5,804.37 Lakhs of current F.Y. which is more than the total revenue of last F.Y. which was '' 5,009.66 Lakhs, PBT growth by approx. 307% i.e. from '' 1,210.75 Lakhs of last F.Y. to Current F.Y. '' 4,921.95 Lakhs.

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

3. FUTURE OUTLOOK:

With a larger base of the order book to begin FY24, 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 much faster from hereon, considering the growth visible in the CAPEX cycle across Industries.

The company has already begun enhancing its capacities to ~2x 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. This will enhance the company’s margin profile making it more sustainable and consistent going ahead. 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.

4. TRANSFER TO RESERVE:

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

5. DIVIDEND:

Based on the Company’s performance, the Directors are pleased to recommend for approval of members a final dividend of '' 0.10 per equity share (i.e. 10%) of the face value of '' 1/- each. The final dividend on equity shares, if approved by the members, will 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.llovdsengg.in/wp-content/uploads/2022/05/ Dividend-Distribution-Policy.pdf

6. SHARE CAPITAL:Convertible warrants

During the financial year 2022-23, out of total issued and allotted

16.50.00. 000 (Sixteen Crores Fifty Lakhs) Convertible Warrants,

9.00. 00.000 (Nine Crores) warrants were converted as requested by warrant holders, at an issue price of '' 3.86 each (including premium of '' 2.86 each) as approved by the Board of Directors of the Company on 19^th May, 2022.

At the time of conversion of Convertible Warrants, Company received 75% funds aggregating to '' 26,05,50,000/- (Rupees Twenty-Six Crores Five Lakhs Fifty Thousand).

Pursuant to the above conversion the paid-up Equity Share Capital has been increased from '' 89,86,98,382 (Rupees Eighty-Nine Crores Eight Six Lakhs Ninety-Eight Thousand Three Hundred and Eighty-Two Only) to '' 98,86,98,382 (Ninety-Eight Crores Eighty-Six Lakhs Ninety-Eight Thousand Three Hundred and Eighty-Two Only).

12% Optionally Fully Convertible Debentures

As on 31^st March, 2023, total 1,51,80,000, 12% Optionally Fully Convertible Debentures (“OFCDs”) of the face value of '' 13.65 each which was issued and allotted for cash aggregating to '' 20,72,07,000 (Rupees Twenty Crores Seventy-Two Lakhs Seven Thousand) to Non promoter category investors on a Preferential basis as approved by the shareholders of the Company on 24^th January, 2022 remain as it is and pending for conversion.

The paid-up Equity Share Capital of the Company as on 31^st March, 2023 stood at '' 98,86,98,382.

7. CHANGE IN THE NATURE OF BUSINESS ACTIVITIES:

During the year under review, there was no changes in the nature of the business activities of the Company.

8. 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’.

9. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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, 2023 is annexed as ‘Annexure-C’ and forms an integral part of this Report.

10. SUBSIDIARY & CONSOLIDATED FINANCIAL STATEMENTS:

The Company is not required to consolidate its financial statements for the year ended 31^st March, 2023 as the Company does not have any Subsidiary, Associates, and Joint Ventures Companies.

11. 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.

12. 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.

13. EMPLOYEE STOCK OPTION SCHEME/PLAN:

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 '' 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 2022-23 the committee meeting held on 27^th October, 2022 has granted 1,00,61,000 stock option to eligible employees in pursuance thereof.

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.llovdsengg.in/wp-content/uploads/2023/06/DULY-SIGNED-Compliance-certificate-under-Reg-13-LSIL.pdf and https://www.lloydsengg.in/wp-content/uploads/2023/06/ Regulation-14-SEBI-SBEB-SE-Regulations-2021.pdf.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL.

During the year under review there are following changes in the Board of Directors of the Company

Mr. S.N. Singh (DIN:00398484)

Mr. S.N. Singh, an Independent Director of the Company has resigned from the post of Independent Directorship of the Company from closing 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. S.N. Singh during his tenure.

Ashok Tandon (DIN:00028301)

In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company, Mr. Ashok Tandon, Non-Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Mr. R.M. Alegavi (DIN:03584302)

In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company, Mr. R.M. Alegavi, NonExecutive director of the Company, retired by rotation at the 28^th Annual General Meeting and offered himself for reappointment.

Further, in accordance with the provision of SEBI (LODR) Regulations, 2015, approval of members is being accorded for continuation of his term as a Non-Executive Director of the Company after attaining age of 75 years in the ensuing 29^th Annual General Meeting.

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 required to best serve the interest of the Company.

15. DISCLOSURE RELATED TO BOARD AND CORPORATE GOVERNANCE:

a. Number of Meetings of the Board: Total 7 (Seven) Board Meetings were held during the financial year 2022-23 as required u/s 134 (3) (b) of the Companies Act, 2013 the details of which are as under:

Date of Board meetings	Purpose
11lh May, 2022	Financial Results & General Purpose
19th May, 2022	General Purpose
20th July, 2022	Financial Results & General Purpose
27th October, 2022	Financial Results & General Purpose
17th January, 2023	General Purpose
2nd February, 2023	Financial Results & General Purpose
15th March, 2023	General Purpose

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 2^nd February, 2023 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 fiscal are available on the website of the Company (www.llovdsengg.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.

16. DIRECTORS’ RESPONSIBILITY STATEMENT.

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, 2023, 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, 2023 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.

17. 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.

18. ANNUAL RETURN:

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.llovdsengg.in

19. 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 head named as Corporate Policies sub-caption of the Investor Caption. The policies are reviewed periodically by the Board and updated based on need and requirements.

Name of the Policy	Brief Description
Whistle Blower or Vigil Mechanism Policy	The policy is meant for Directors, Employees and Stakeholders of the Company to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct and ethics amongst others.
Policy for Related Party Transactions	The policy regulates all transactions taking place between the Company and its related parties in accordance with the applicable provisions.
Policy for preservation of documents	The policy deals with the retention of corporate records of the Company.
Policy for determination of materiality of events	This policy applies for determining and disclosing material events taking place in the Company.
Code of conduct for Director(s) and Senior Management Personnel	The Policy is aimed to formulate a Code of Conduct for the Directors and Senior Management Personnel to establish highest standard of their ethical, moral and legal conduct in the business affairs of the Company.
Nomination and Remuneration Policy	The policy formulates the criteria for determining qualifications / competencies / positive attributes and independence related to the appointment, removal and remuneration of a Director (Executive / Non-Executive) and also the criteria for determining the remuneration of the Directors, Key Managerial Personnel and other employees covered under the prescribed criteria, if any.
Code of Conduct for Prohibition of Insider Trading	The Policy provides framework for dealing with the securities of the Company in mandated manner.
Policy for Procedure of Inquiry in Case of Leak of Unpublished Price Sensitive Information (“UPSI”)	The SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (“PIT Amendment Regulations”) mandates every listed company to formulate a written policy and procedures for inquiry in case of leak of unpublished price sensitive information and initiate appropriate action on becoming aware of leak of unpublished price sensitive information and inform the Board promptly of such leaks, inquiries, and results of such inquiries. In pursuant to this regulation, the Company has adopted the Policy for Procedure of Inquiry in Case of Leak of Unpublished Price Sensitive Information (“UPSI”).

Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information	The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information was revised pursuant to SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018 to include therein the policy for determination of “Legitimate purposes for sharing UPSI”
Criteria for making payments to NonExecutive Directors	The Board has formulated a policy of criteria for making payments to Non-Executive Directors in compliance with provisions of Schedule V read with Regulation 34 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015
Risk Management Policy	The Risk Management policy is formulated and implemented by the Company in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy helps to identify the various elements of risks faced by the Company, which in the opinion of the Board threatens the existence of the Company.
Dividend Distribution Policy	The dividend distribution policy is formulated and implemented by the Company in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Corporate Social Responsibility Policy	The Corporate Social Responsibility (‘CSR’) activities of the Company are governed through the Corporate Social Responsibility Policy (‘CSR Policy’) approved by the Board and the same is formulated and implemented in compliance with applicable provisions

20. AUDITORS:The matters related to Auditors and their Reports are asunder:

(A) Statutory Auditor: Pursuant to Section 139 of the Companies Act, 2013 and rules made thereunder, two terms of M/s. Todarwal & Todarwal, Chartered Accountants (Firm Registration No. 111009W), as the Statutory Auditors of the Company has expired on conclusion of 28^th AGM. Accordingly, Board of Directors of the Company appointed M/s. S Y Lodha and Associates, Chartered Accountants (ICAI Firm Registration No. 136002W) as Statutory Auditors of the Company for first term of five (5) consecutive years from the conclusion of this 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 2022 - 23, 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, 2023 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, M/s. Maharshi Ganatra & Associates, Practicing Company Secretaries was appointed as the Secretarial Auditor of the Company for the Financial Year 2022-23 and who has issued the Secretarial Audit Report for the Financial Year 2022-23.

Further, 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 2023-24 in the Board meeting held on 27^th April, 2023 as recommended by Audit Committee.

(D) Secretarial Audit Report: Secretarial Audit Report in Form No. MR-3 for the financial year 2022 - 23 duly issued by M/s. Maharshi Ganatra & Associates, Practicing Company Secretaries, Secretarial Auditors of financial year 2022-23 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. and also 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 2023 -24.

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 29^th Annual General Meeting forming part of this 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, 2023 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.

21. 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 part of this report

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

The particulars of loans and advances given by the Company during the financial year 2022 - 23 are stated in Notes to the Audited Financial Statements of the Company as annexed to this Annual Report.

23. 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. 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 on the 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.llovdsengg.in/policies/.

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 of the shareholding in the Company are mentioned in the Standalone Financial Statement.

24. 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 2022-23 has been paid to both the Stock Exchanges (BSE & NSE).

25. DEMATERIALIZATION OF SHARES:

As on 31^st March, 2023 there were 98,06,23,802 Equity Shares dematerialized through depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited, which represents about 99.08% of the total issued, subscribed and paid-up capital of the Company.

26. SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE:

Your Director’s 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.

27. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

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.

28. COMPLIANCE WITH SECRETARIAL STANDARDS:

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

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

During the financial year 2022-23, out of total issued and allotted

16.50.00. 000 (Sixteen Crores Fifty Lakhs) Convertible Warrants,

9.00. 00.000 (Nine Crores) warrants were converted as requested by warrant holders, at an issue price of '' 3.86 each (including premium of '' 2.86 each) as approved by the Board of Directors of the Company on 19^th May, 2023.

At the time of conversion of Convertible Warrants, Company received 75% funds aggregating to '' 26,05,50,000/- (Rupees Twenty-Six Crores Five Lakhs Fifty Thousand).

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.

30. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Corporate Social Responsibility (‘CSR’) activities of the Company are governed through the Corporate Social Responsibility Policy (‘CSR Policy’) approved by the Board. The CSR Policy guides in designing CSR activities for improving quality of life of society and conserving the environment and biodiversity in a sustainable manner. The CSR Committee of the Board oversees the implementation of CSR Projects in line with the Company’s CSR Policy.

The CSR Policy is available on the website of Company https://www.llovdsengg.in/wp-content/uploads/2023/06/ Corporate-Social-Responsibilitv-CSR-Policv.pdf.

The Annual Report on CSR activities for FY 2022-23 is enclosed as “Annexure - H” to this Report.

31. 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. 2022 -23:

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. 2022 - 23, 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 onetime settlement with any Bank or Financial Institution;

g) There is no requirement of web link of policy for determining ‘material’ subsidiaries is disclosed as Company has no subsidiaries during 2022-23

h) There is been no incidence of one-time settlement or the valuation while taking loan from the Banks or Financial Institutions.

32. ENCLOSURES:

a. Annexure-A : Corporate Governance Report;

b. Annexure-B : Management Discussion and Analysis Report;

c. Annexure-C : Business Responsibility and Sustainability Report;

d. Annexure-D : Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo Report;

e. Annexure-E : Secretarial Auditors Report in Form No. MR-3;

f. Annexure-F : Details of personnel/particulars of employees;

g. Annexure-G : AOC -2

h. Annexure-H : Annual Report on CSR Activities

33. 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.

For and on behalf of the Board Lloyds Steels Industries LimitedSd/-Date: 27^th April, 2023 Mukesh R. GuptaPlace: Mumbai Chairman

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Mar 31, 2022

Your Directors are pleased to present the Company’s Twenty Eighth Annual Report and the Company’s Audited Financial Statements for the Financial Year Ended 31^st March, 2022.

1. FINANCIAL HIGHLIGHTS:

The Company’s financial highlights for the year ended 31^st March, 2022 is summarized below:

('' in Lakhs)
Particulars	Current Year	Previous Year
	2021-22	2020-21
Income from Operations	5,009.66	7,005.09
Other Income	975.07	1,309.37
Total Income	5,984.73	8,314.46
Profit before Interest, Depreciation & Tax	1,446.37	305.86
Less: Finance Cost	101.90	76.81
Depreciation	133.72	159.49
Profit/(Loss) before tax	1,210.75	69.56
Less: Tax Expenses (Net)	616.03	19.19
Profit/(Loss) for the Year	594.72	50.37
Other Comprehensive Income (Net)	(0.44)	54.79
Total Comprehensive Income	594.28	105.16

2. PERFORMANCE 2021-22:

During the year under review the Company achieved a turnover of '' 5,009.66 Lakhs as compared to '' 7,005.09 Lakhs in the previous year. The decrease is mainly on account of the economic slowdown as a consequence of the ongoing COVID-19 pandemic. The operating EBIDTA for the year is '' 1,446.37 Lakhs as against '' 305.86 Lakhs in the previous year. The Company has posted a Profit Before Tax of '' 1,210.75 Lakhs during the year as against '' 69.56 Lakhs in the previous year after providing depreciation of '' 133.72 Lakhs (Previous Year '' 159.49 Lakhs) and has posted a Profit of '' 594.72 Lakhs as against '' 50.37 Lakhs in the previous year after considering tax expenses (Net) of '' 616.03 Lakhs (previous year '' 19.19 lakhs). The total Comprehensive Income for the current year is '' 594.28 Lakhs as against '' 105.16 Lakhs in the previous year after considering Other Comprehensive Income of '' (0.44) Lakhs (Previous Year Other Comprehensive income '' 54.79 Lakhs).

3. CHANGE IN PROMOTERS:

During the year under review M/s. Shree Global Tradefin Ltd, one of the significant shareholders of the company entered into a Share Purchase Agreement with Promotors of the company namely M/s. FirstIndia Infrastructure Private Ltd., (32.05%) and M/s. Metallurgical Engineering and Equipments Ltd (14.06%) to acquire their entire combined shareholdings of 46.11% of your company which had triggered an open offer to be made by M/s. Shree Global Tradefin Ltd., to the Shareholders of your Company in accordance with the statutory rules and regulations. The Board of Directors further state that after compliance of all the procedural requirements with respect to the open offer and completion thereof, M/s. Shree Global Tradefin Ltd has become the largest shareholder of your Company having controlling interest in the capacity of Promoters alongwith Persons Acting in Concert i.e. Mrs. Abha Gupta, Mrs. Renu Gupta, Mr. Mukesh R. Gupta, Mr. Rajesh R. Gupta and late Ms. Chitralekha Gupta (Mother in Law of Mrs. Abha Gupta) have and has been classified as the Promoters of the Company holding majority stake of 53.42%.

4. FUTURE OUTLOOK:

The Company has acquired Plant, consisting of land admeasuring 10583 sq. mtrs. along with the Shed structures of 5132.15 sq. mtrs. erected thereon and all plant and machinery installed therein whether movable and to double its capacity for manufacturing medium and heavy equipment for future expansion and new project.

Also, the Company is upgrading an existing shed equipped with a heavy lift crane hook height of 15 meters and most modern manufacturing and material handling facilities. To augment its machining facility, the company has also added CNC Tube sheet drilling machine upto 1000 mm thickness so that it can be one of the few companies to cater to larger heat exchangers for various applications.

The capacity expansion at the Company’s manufacturing facility will augment the captive requirements and boost external sales.

Further, the Company is focusing to build a strong reputation as a responsible corporate citizen and trail track record in delivering longer term stakeholder value and it can significantly enhance the company’s brand value, which is a quantifiable measure of its social and relationship capital with stakeholders.

5. TRANSFER TO RESERVE:

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

6. DIVIDEND:

Based on the Company’s performance, the Directors are pleased to recommend for approval of members a final dividend of '' 0.05 per equity share (i.e. 5%) of the face value of '' 1/- each. 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

7. SHARE CAPITAL:

During the Financial Year 2021-22, the Company has issued and allotted 16,50,00,000 Convertible Warrants of '' 1/- each at an issue price of '' 3.86 each (including premium of '' 2.86 each), aggregating to '' 63,69,00,000/-(Rupees Sixty Three Crores and Sixty Nine Lakhs) to persons belonging to Promoters/ Promoter Group on Preferential basis as approved by the shareholders of the Company on 12^th November, 2021.

During the Financial Year 2021-22, the Company has issued and allotted 1,51,80,000 12% Optionally Fully Convertible Debentures (“OFCDs”) of the face value of '' 13.65 each for cash aggregating to '' 20,72,07,000 (Rupees Twenty Crores Seventy Two Lakhs Seven Thousand) to Non promoter category investors on a Preferential basis as approved by the shareholders of the Company on 24^th January, 2022.

During the year under review, the Authorized Share Capital of the Company was increased from '' 90,00,00,000/- divided into 90,00,00,000 equity shares of '' 1 each to '' 110,00,00,000/- divided into

110.00. 00.000 equity shares of '' 1 each as approved by the shareholders in Extraordinary General Meeting held on 12^th November, 2021. Further, the Authorized Share Capital of the Company was increased from '' 110,00,00,000/- divided into 110,00,00,000 equity shares of '' 1 each to '' 120,00,00,000/- divided into

120.00. 00.000 equity shares of '' 1 each as approved by the shareholders in Extraordinary General Meeting held on 24^th January, 2022.

The paid-up Equity Share Capital of the Company as on 31^st March, 2022 stood at '' 89,86,98,382.

8. CHANGE IN THE NATURE OF BUSINESS ACTIVITIES:

During the year under review, there are no changes in the nature of the business activities of the Company.

9. 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’.

10. BUSINESS RESPONSIBILITY REPORT

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, 2022 is annexed as ‘Annexure C’ and forms an integral part of this Report.

11. SUBSIDIARY & CONSOLIDATED FINANCIAL STATEMENTS:

The Company is not required to consolidate its financial statements for the year ended 31^st March, 2022 as the Company doesn’t have any Subsidiary, Associates and Joint Ventures Companies.

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

The ongoing Covid-19 pandemic since March 2020 followed by on-off lockdowns restrictions being imposed by the State Government and various authorities from time to time and continuing as on date of this report has severely impacted the delivery schedules of various orders/jobs under execution by the Company. However, your Company has tried to cope up with the situation to avoid and not to have an adverse effect on the cash flow and financial position of the Company.

13. 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.

14. EMPLOYEE STOCK OPTION SCHEME/PLAN

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, 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 '' 1/- (Rupee One Only) each not exceeding 4,40,00,000 (Four Crore Forty Lakh) equity shares, representing 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 2021-22 and the committee has not granted any stock option in pursuance thereof.

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/Regulation-13-SEBI-SBEB-SE-Regulations-2021.pdf and https:// www.llovdsengg.in/wp-content/uploads/2022/07/ Regulation-14-SEBISBEB-SE-Regulations-2021.pdf

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL.

During the year under review there are following changes in the Board of Directors of the Company.

Mukesh R. Gupta (DIN:00028347)

In accordance with the provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015, Mr. Mukesh R. Gupta was appointed on 31^st May,2021 as Chairman and Whole Time Director of the Company for the 3-year term starting from 31.05.2021 to 30.05.2024 as approved by the shareholders of the Company in 27^th Annual General Meeting held on 15^th July, 2021.

Ashok Tandon (DIN:00028301)

Mr. Ashok Tandon has retired from the services on account of superannuation from the closing business hours of 31^st March, 2021 and consequently retired from the position of Managing Director. However, he has been appointed as a Non- Executive Director on the Board of the Company w.e.f. 01^st April, 2021 as approved by the shareholders of the Company in 27^th Annual General Meeting held on 15^th July, 2021.

Mr. R.M. Alegavi (DIN:03584302)

In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company, Mr. R.M. Alegavi, Non-Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Mr. K. M. Pradhan (DIN: 02749508)

In accordance with the provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015, Mr. K.M.

Pradhan was appointed on 11^th September, 2020 as an Additional Non-Executive Director on the Board of the Company and was Regularized in the Annual General Meeting held on 15^th July, 2021. However, Mr. K.M. Pradhan''s designation has been changed to Independent Director w.e.f. 22^nd July, 2021 to meet the Requirements of SEBI (LODR), 2015 pertaining to Board Composition as approved by the shareholders of the Company in Extraordinary General Meeting held on 12^th November, 2021.

Mr. S.N. Singh (DIN:00398484)

Mr. S.N. Singh, an Independent Director of the Company has completed his first term on 31^st August, 2021. Mr. S.N. Singh has been reappointed for a further term of five years w.e.f. 1^st September, 2021 to 31^st August, 2026 as approved by the shareholders of the Company in 27^th Annual General Meeting held on 15^th July,2021.

Mrs. Bela Sundar Rajan (DIN:00548367)

Mrs. Bela Sundar Rajan, an Independent Director of the Company has completed his first term on 31 ^st August, 2021. Mrs. Bela Sundar Rajan has been reappointed for a further term of five years w.e.f. 1^st September, 2021 to 31^st August, 2026 as approved by the shareholders of the Company in 27^th Annual General Meeting held on 15^th July,2021.

Mr. Ashok Kumar Sharma (DIN: 09352764)

In accordance with the provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015, Mr. Ashok Kumar Sharma was appointed as an Independent Director for a term of 5 years on the Board of the Company w.e.f. 14^th October, 2021 to 13^th October, 2026 as approved by the shareholders of the Company in Extraordinary General Meeting held on 12^th November, 2021.

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 required to best serve the interest of the Company.

16. DISCLOSURE RELATED TO BOARD AND CORPORATE GOVERNANCE:

a. Number of Meetings of the Board: Total 9 (Nine) Board Meetings were held during the Financial Year 2021-22 as required u/s 134 (3) (b) of the Companies Act, 2013 the details of which are as under:

Date of Board meetings	Purpose
31st May, 2021	Financial Results & General Purpose
22nd July, 2021	Financial Results & General Purpose
14th October, 2021	General Purpose
18th October, 2021	Financial Results & General Purpose
28th October, 2021	General Purpose
22nd November, 2021	General Purpose
25th December, 2021	General Purpose
27th January, 2022	General Purpose
2nd February, 2022	Financial Results & General Purpose

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 2^nd February, 2022 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 Executive 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 fiscal are available on the website of the Company (www.llovdsengg.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.

17. DIRECTORS’ RESPONSIBILITY STATEMENT.

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, 2022, 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, 2022 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.

18. 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.

19. ANNUAL RETURN:

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 shall be available on the website of the Company www.llovdsengg.in.

20. 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 various policies. All such Policies are available on Company’s website (www.llovdsenaa.in) under the Policies sub-caption of the Investor Caption. The policies are reviewed periodically by the Board and updated based on need and requirements.

Name of the Policy	Brief Description
Whistle Blower or Vigil Mechanism Policy	The policy is meant for directors, employees and stakeholders of the Company to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct and ethics amongst others.
Policy for Related Party Transactions	The policy regulates all transactions taking place between the Company and its related parties in accordance with the applicable provisions.
Policy for preservation of documents	The policy deals with the retention of corporate records of the Company.

Policy for determination of materiality of events	This policy applies for determining and disclosing material events taking place in the Company.
Code of conduct for Director(s) and Senior Management Personnel	The Policy is aimed to formulate a Code of Conduct for the Directors and Senior Management Personnel to establish highest standard of their ethical, moral and legal conduct in the business affairs of the Company.
Nomination and Remuneration Policy	The policy formulates the criteria for determining qualifications / competencies / positive attributes and independence related to the appointment, removal and remuneration of a Director (Executive / Non-Executive) and also the criteria for determining the remuneration of the Directors, Key Managerial Personnel and other employees covered under the prescribed criteria, if any.
Code of Conduct for Prohibition of Insider Trading	The Policy provides framework for dealing with the securities of the Company in mandated manner.
Policy for Procedure of Inquiry in Case of Leak of Unpublished Price Sensitive Information (“UPSI”)	The SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (“PIT Amendment Regulations”) mandates every listed company to formulate a written policy and procedures for inquiry in case of leak of unpublished price sensitive information and initiate appropriate action on becoming aware of leak of unpublished price sensitive information and inform the Board promptly of such leaks, inquiries and results of such inquiries. In pursuant to this regulation, the Company has adopted the Policy for Procedure of Inquiry in Case of Leak of Unpublished Price Sensitive Information (“UPSI”).
Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information	The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information was revised pursuant to SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018 to include therein the policy for determination of “Legitimate purposes for sharing UPSI”

Risk Management Policy

Policy on Materiality Of Related Party Transaction And Dealing With Related Party Transaction -The Policy is implemented as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy shall provide the pathway for the Related Party Transactions. The Risk Management policy is formulated and implemented by the Company in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy helps to identify the various elements of risks faced by the Company, which in the opinion of the Board threatens the existence of the Company.

Dividend Distribution Policy

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

21. AUDITORS:The matters related to Auditors and their Reports are

as under:

(A) Statutory Auditor: Pursuant to Section 139 of the Companies Act, 2013 and rules made thereunder, the Board of Directors appointed M/s. Todarwal & Todarwal, Chartered Accountants (Firm Registration No. 111009W), as the Statutory Auditors of the Company for a period of five financial years from 01.04.2014 to 31.03.2019 and the shareholders have accorded their approval in the AGM held on 30^th September 2014. M/s. Todarwal & Todarwal, Chartered Accountants converted itself into a Limited Liability Partnership (LLP) under the provisions of the Limited Liability Partnership Act, 2008 and is now known as M/s. Todarwal & Todarwal LLP (Firm Regn. No. 111009W/ W100231) with effect from 14^th July, 2017.

The five-year term of Statutory Auditors ended on 31.03.2019 and as per the provision of Section 139 of the Companies Act, 2013 read with Rule 3(7) of Companies (Audit and Auditors) Rules 2014, they were eligible to be reappointed for a further period of 3 years. Accordingly, the Board approved and recommended their reappointment for further period of 3 years beginning from 2019-20 to 2021-22 and

the same was approved by the shareholders in the Annual General Meeting held on 19^th August,2019.

Now the two terms of M/s. Todarwal & Todarwal LLP is expiring and they are retiring in ensuing 28th Annual General Meeting.

Accordingly, appointment of M/s. S Y Lodha and Associates, Chartered Accountants (ICAI Firm Registration No. 136002W) is recommended for shareholders approval in 28^th Annual General Meeting as Statutory Auditors of the Company in the place of retiring Statutory Auditors, M/s Todarwal & Todarwal LLP, Chartered Accountants, Mumbai (ICAI Firm Registration No. 111009W/ W100231) and to authorize the Board of Directors of the Company to fix their remuneration.

(B) Audit Report: During the year 2021-22, 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, 2022 are selfexplanatory 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. Maharshi Rajesh Ganatra (Practicing Company Secretary) having Membership No. 11332 and Certificate of Practice No. 14520 representing M/s. Maharshi Ganatra & Associates, Practicing Company Secretary as the Secretarial Auditor of your Company to conduct Secretarial Audit for the Financial Year 2022-23.

(D) Secretarial Audit Report: Secretarial Audit Report as issued by the Secretarial Auditor, in Form No. MR-3 for the Financial Year 2021-22 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 appointment of M/s. Manisha & Associates as the Cost Auditors of the Company for the Financial Year 2022-23.

In accordance with the provisions of Section 148(3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors as recommended by the Audit Committee and approved by the Board has to be ratified by the members of the Company. Accordingly, appropriate resolution forms part of the Notice convening the AGM. M/s. Manisha & Associates have vast experience in the field of cost audit and have been conducting the audit of the cost records of the Company for the past several years.

(F) Cost Audit Report: The Company has maintained such accounts and records as per the aforesaid provisions and further has filed Cost Audit Report for the Financial Year ended 31^st March, 2021 with the Ministry of Corporate Affairs in XBRL Mode within the time limit prescribed under the Companies Act, 2013.

22. 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 part of this report

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

The particulars of loans and advances given by the Company during the Financial Year 2021-22 are stated in Notes to the Audited Financial Statements of the Company as annexed to this Annual Report.

24. 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. As per the provisions of Section 188 of the Act and Rules made thereunder read with Regulation 23 of the SEBI (LODR) Regulations, 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.llovdsengg. in/policies/.

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.

25. 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 2021-22 has been paid to both the Stock Exchanges (BSE & NSE).

26. DEMATERIALIZATION OF SHARES:

As on 31^st March 2022, there were 89,04,31,662 Equity Shares dematerialized through depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited, which represents about 99.08% of the total issued, subscribed and paid-up capital of the Company.

27. SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE:

Your Director’s 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.

28. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

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.

29. COMPLIANCE WITH SECRETARIAL STANDARDS:

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

30. DETAILS OF UTILIZATION OF FUNDS RAISEDTHROUGH PREFERENTIAL ALLOTMENT ORQUALIFIED INSTITUTIONS PLACEMENT ASSPECIFIED UNDER OF SEBI LODR REGULATIONS:

During the year under review, the Company has raised funds by issuing the 16,50,00,000 Warrants to Promoter/ Promoter Group of '' 1/- each at a premium of '' 2.86 each and 1,51,80,000 Optionally Fully Convertible Debentures to non-Promoters at a face value of '' 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 meetings.

31. GENERAL DISCLOSURES:

Your Directors 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. 2021-22:

a) Issue of equity shares with differential rights as to dividend, voting or otherwise.

b) Issue of shares (including sweat equity shares and ESOP) to employees of the Company under any scheme.

c) Instances with respect to voting rights not exercised directly by the employees of Company.

d) Neither the Executive Director nor the CFO of the Company receives any remuneration or commission from any other Company.

e) 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.

f) No fraud has been reported by the Auditor in their Audit Report for Financial Year 2021 -22, hence the disclosure u/s 134(3) (ca) is not applicable.

32. ENCLOSURES:

a. Annexure A : Corporate Governance Report;

b. Annexure B : Management Discussion and Analysis Report;

c. Annexure C : Business Responsibility Report;

d. Annexure D : Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo Report;

e. Annexure E : Secretarial Auditors Report in Form No. MR-3;

f. Annexure F : Details of personnel/particulars of employees;

g. Annexure G : AOC -2

33. 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.

For and on behalf of the Board Lloyds Steels Industries Limited

Sd/-

Date: 11^th May, 2022 Mukesh R. Gupta

Place: Mumbai Chairman

---

Mar 31, 2018

Dear Members,

The Directors are pleased to present the Company’s Twenty Fourth Annual Report and the Company’s Audited Financial Statements for the Financial Year Ended 31^st March, 2018.

1. FINANCIAL HIGHLIGHTS:

The Company’s financial highlights for the year ended 31^st March, 2018 is summarized below:

(Rs. in Lakhs)

	Current	Previous
Particulars	Year	Year
	2017-18	2016-17
Income from Operations*	12,250.25	8,163.28
Other Income	3,428.35	574.20
Total Income*	15,678.60	8,737.48
Profit before Interest,	417.16	273.62
Depreciation & Tax
Less : Finance Cost	28.57	31.10
Depreciation	101.00	112.98
Exceptional Items	-	-
Profit/(Loss) before tax	287.59	129.54
Less: Deferred Tax	87.51	27.04
Net Profit/ (Loss) after Tax	200.08	102.50

* This includes Excise Duty of Rs.52.13 Lakhs (Rs.548.45 Lakhs).

2. PERFORMANCE 2017-18:

During the year under review, the Company achieved a turnover of Rs.12,250.25 Lakhs as against Rs.8,163.28 Lakhs in the previous year. These figures include Excise Duty of Rs.52.13 Lakhs and Rs.548.45 Lakhs for the current and previous year respectively. The increase in the turnover is on account of improved industrial scenario during the current financial year. The operating EBIDTA for the year is Rs.417.16 Lakhs as against Rs.273.62 Lakhs in the previous year. The Company has posted a Profit of Rs.287.59 Lakhs during the year as against Rs.129.54 Lakhs in the previous year after providing depreciation of Rs.101 Lakhs (Previous Year Rs.112.98 Lakhs) and has posted a Net Profit of Rs.200.08 Lakhs in the current year after considering deferred tax of Rs.87.51 Lakhs. Previous year figures have been reclassified wherever necessary as per Ind-AS requirement.

3. Transfer to Reserve:

The Company do not propose to Transfer any amount to any reserve.

4. Dividend:

In order to conserve the resources, the Board of Directors have not recommended any dividend for the year ended 31^st March, 2018.

5. MANAGEMENT DISCUSSION AND ANALYSIS

The core business of the Company is Design, Engineering, Manufacturing, Fabrication, Supply, Erection and Commissioning of all types of Mechanical, Hydraulic, Structural, Process Plants, Metallurgical, Chemical Plants Equipments including Marine Loading/ Unloading Arms, Truck/Wagon Loading/Unloading Arms, Columns, Pressure Vessels, Dryers, Boilers, Power Plant, Steel Plant Equipments, Capital Equipments and execution of Turnkey and EPC projects.

The Company has collaboration agreements with L3 Calzoni s.r.l., Milano, Italy for Fin Stabilizers and Steering Gears with Controls for Indian Naval Ships and Indian Coast Guard Ships. The Company has arrangement with Technip FMC, France (earlier FMC Technologies SA) for Marine, Truck/Wagon Loading Arms and Piggable Systems.

During the current financial year, the Company has executed orders/jobs by supplying critical equipments, items and spares, carried out erection, installation and commissioning work and provided technical services to various Public and Private Sector Companies and Government Bodies /Agencies in diversified areas and fields broadly covering Refinery & Petroleum, Oil & Gas, Power, Steel Plant Equipments, Ports and Naval Shipyard amongst others.

The Company is approved for its engineering skills/ works/services by various premier consulting companies and Inspection Agencies such as Engineers India Ltd., (EIL), MECON, LRIS, BVIS amongst various other agencies. EIL has revalidated its approval for the Company’s Works for manufacture of Pressure Vessel, Columns/Tower, Heat Exchangers, Loading Arms, Air Dryers and Boiler Waste Heat Package.

The Company’s works has been approved by Industrial Boiler Regulatory Authority (IBR). The company has further been approved for ISO 9001:2015 by SGS UK for Design, Manufacture and Supply of Equipment for Industrial Sector - Hydrocarbon, Nuclear Power, Space, Defence, Process plants, Loading/Unloading Arms, Steel Plant, Boiler and Boiler Equipment. The Company’s Fabrication Shop at Murbad has been approved by the Petroleum and Explosives Safety Organisation (PESO) under the Ministry of Commerce and Industry for Fabrication of Non-Cryogenic Pressure Vessels.

The Company during the financial year has been granted Certificate of Authorization by the American Society of Mechanical Engineers (ASME) and use of the Certification Marks “u”, “u2” and “S” for manufacture of pressure vessels and manufacture and assembly of power boilers in the Companies Works and field sites. The Company continues to participate in the tenders of various Public and Private Sector Companies, Government Organisations, Navy, Ports, and actively looking for obtaining orders/execution of works in India and Abroad.

a. Engineering Industry and Business Overview:

The prospects of Indian Engineering Industry are improving in a steady manner in view of large reforms undertaken by the Government of India in various sectors particularly in the Hydro Carbon and Infrastructure Sectors. The Oil and Gas Sector including the Refineries in India have made out expansion plans with high investments and accordingly this sector alongwith Infrastructure, Logistic and Port Sectors are expected to grow and provide opportunities to the engineering industry. Government has also assigned priority to upgrade and modernize Indian Navy which will provide business opportunity for supply and services to Indian Naval Ships. Further, Infrastructure, Logistic and Port development is expected to increase our share in Marine Loading Arms business. The Capital Goods demand in Steel Sector is also under revival on account of measures initiated by the Government which will provide business opportunities.

b. Risk & Concerns:

The present scenario of the banking system which is over burdened with large Non Performing Assets (NPA) is restricting the investment by Public and Private Corporate Sectors. Due to severe competition margins are under pressure with large number of bidders in Engineering Industry. We are up-grading our skills, modernization and cost saving to the extent possible. Risk and concerns are being addressed on a continuous basis.

c. Internal Control System and Audit:

The Company believes in systematic working and placing appropriate internal control systems and checks. Proper checks and systems are in place and regular reviews are held by the Head of Department and Senior Management to check that the systems and controls are adhered. The reviews also prescribe changes wherever required. The efficiency of Internal Control Systems is ensured as a combined result of the following activities:

1. Operational performance is reviewed each month by the Senior Management.

2. Performance of each function is closely monitored by the Head of Department and Senior Management through daily/ weekly/monthly review meetings. Reviews of all independent functions are regularly undertaken. Cross functional activities are subjected to periodic review.

3. Various policies are introduced from time to time to ensure effective functioning of various departments, such as Business Development, Projects, Procurement, Commercial, Finance, HR, etc.

4. The Internal Auditors of the company conducts financial, operational and management audit of various functions and areas. Their reports are placed before the Audit Committee and appropriate actions as deemed fit are initiated based on the reports.

5. The Audit Committee also oversees financial systems, procedures and internal controls and competent to call for any information/ document from any department/function.

d. Human Resources and Industrial Relations: The Industrial Relations in the company’s units located at Murbad during the year under review was cordial. Human Resources Department (“HRD”) works continuously for maintaining healthy working relationship with the workers and other staff members. The underlying principle is that workers and staff at all levels are equally instrumental for attaining the Company’s goals. Training programmes are regularly conducted to update their skills and apprise them of latest techniques. Senior Management is easily accessible for counseling and redressal of grievances if any. The HR Department strives to maintain and promote harmony and co-ordination amongst workers, staff and members of the senior management.

e. Cautionary Statement:

The Management Discussion and Analysis describe Company’s projections, expectations or predictions and are forward looking statements within the meaning of applicable laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company’s operations include economic conditions affecting demand and supply and price conditions in domestic and international market, changes in Government regulations, tax regimes, economic developments and other related and incidental factors.

6. SUBSIDIARY & CONSOLIDATED FINANCIAL STATEMENTS:

The Company is not required to consolidate its financial statements for the year ended 31^st March, 2018 as the Company doesn’t have any subsidiary.

7. SHARE CAPITAL

During the financial year under review, there is no change in the capital structure of the Company and accordingly, the issued, subscribed and paid-up share capital of the company stand at Rs.89,86,98,382 as on 31^st March, 2018.

8. NATURE OF BUSINESS ACTIVITIES AND CHANGES THEREOF:

During the financial year 2017-2018 under review, there are no changes in the nature of business activities of the Company.

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

There have been no material changes and commitments affecting the financial position of the Company which has occurred between the end of the financial year of the Company to which the financial statements relate and date of this report.

10. 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.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL.

There was no change in the composition of the Board of Directors during the reporting period and there were no changes in Key Managerial Personnel of the Company.

a. 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.

b. Familiarization Programme for Independent Directors: The Company has formulated a Programme for Familiarization of Independent Directors with regard to their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, the business model of the Company etc. The details of the Familiarization Programmes as conducted by the Company during the last fiscal 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 a fresh Familiarization Programme for Independent Directors.

12. DISCLOSURE RELATED TO BOARD AND CORPORATE GOVERNANCE

a. Number of Meetings of the Board: The Board met 4 (Four) times during the financial year 201718 viz. 20^th April, 2017; 9^th August, 2017; 10^th November, 2017 and 6^th February, 2018. 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. The report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report and marked as ‘Annexure - C’ and forms part of this report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is annexed hereto.

d. Performance Evaluation of the Board and it’s 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 6^th February, 2018, 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 put into force.

13. DIRECTORS’ RESPONSIBILITY STATEMENT.

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, 2018, 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, 2018 and of the profit of the Company for the year ended on that date;

3. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. t he Directors have prepared the annual accounts on a ‘going concern’ basis;

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

6. t he 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.

14. VARIOUS POLICIES OF THE COMPANY.

I n accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013 the Company has formulated and implemented the following policies. All the Policies are available on Company’s website (www.lloydsengg.in) under the Policies sub-caption of the Investor Caption. The policies are reviewed periodically by the Board and updated based on need and requirements.

Name of the Policy	Brief Description
Whistle Blower or Vigil Mechanism Policy	The policy is meant for directors, employees and stakeholders of the Company to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct and ethics amongst others.
Policy for Related Party Transactions	The policy regulates all transactions taking place between the Company and its related parties in accordance with the applicable provisions.
Policy for preservation of documents	The policy deals with the retention of corporate records of the Company.
Policy for determination of materiality of events	This policy applies for determining and disclosing material events taking place in the Company.
Code of conduct for Director(s) and Senior Management Personnel	The Policy is aimed to formulate a Code of Conduct for the Directors and Senior Management Personnel to establish highest standard of their ethical, moral and legal conduct in the business affairs of the Company.
Nomination and Remuneration Policy	The policy formulates the criteria for determining qualifications / competencies / positive attributes and independence related to the appointment, removal and remuneration of a Director (Executive / Non-Executive) and also the criteria for determining the remuneration of the Directors, Key Managerial Personnel and other employees covered under the prescribed criteria, if any.
Code of Conduct for Prohibition of Insider Trading	The Policy provides framework for dealing with the securities of Company in mandated manner.

15. AUDITORS

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

(A) Statutory Auditor: Pursuant to Section 139 of the Companies Act, 2013 and rules made thereunder, the Board of Directors on the recommendation of the Audit Committee appointed M/s. Todarwal & Todarwal LLP, Chartered Accountants (Firm Registration No. 111009W/W100231), as the Statutory Auditors of the Company for a period of five financial years from 01.04.2014 to 31.03.2019. Further, the shareholders have accorded their approval in the last AGM held on 30^th June 2017.

(B) Audit Report: During the financial 2017-18, 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 made by the Statutory Auditor in their Audit Report read with the relevant notes thereof as stated in the Notes to the Audited Financial Statements of the Company for the Financial Year ended 31^st March, 2018 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.

(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 reappointed Mr. AKM & Associates, Practicing Company Secretary (Membership No.FCS 26145 and Certificate of Practice No10245) as the Secretarial Auditor of your Company to conduct Secretarial Audit for the Financial Year 2018-19.

(D) Secretarial Audit Report: Secretarial Audit Report as issued by the Secretarial Auditor, in Form No. MR-3 for the financial year 2017-18 is annexed herewith vide ‘Annexure-D’ 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 provisions of Section 148 of the Companies Act, 2013 and in accordance with the notification issued by the Ministry Of Corporate Affairs, F.No.52/26/CAB-2010 dated 24.01.2012, M/s. Manisha and Associates, Cost Accountants, Nagpur were re-appointed as Cost Auditor of the Company for the financial year 2017-18 and they have offered themselves for re-appointment for the financial year 2018-19. The Company has filed Cost Audit Report for the financial year ended 31^s March, 2017 with the Central Government within the time limit prescribed under the Companies Act, 2013.

16. PERSONNEL/PARTICULARS OF EMPLOYEES

Pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the requisite details are annexed herewith vide ‘Annexure-E’ and are also available at the Registered Office of the Company for inspection during its business hours upto the date of AGM and any member interested in obtaining such information may directly write to the Company Secretary of Company and the same shall be provided on such request.

17. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGES EARNING 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-A’ and forms part of this report.

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

There are no investments made pursuant to Section 186 of the Companies Act, 2013. The Company has not given any guarantee or provided security during the year under review. The particulars of loans and advances given by the Company during the financial year 2017-18 are stated in Notes to the Audited Financial Statements of the Company as annexed to this Annual Report.

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

The Company has not entered into any Related Party Contract(s)/ Transaction(s)/ Arrangement(s) during the financial year 2017-18 pursuant to Section 188 (2) of the Companies Act 2013. Further, in accordance with Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, there were no materially significant related party contract(s)/ transaction(s)/arrangements entered by the Company which may have a potential conflict with the interest of the Company during the financial year. The Policy on dealing with Related Party Transactions has been placed on the Company’s website and can be accessed at www.lloydsengg.in.

20. 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 Limited (NSE). The listing fees payable for the financial year 2018-2019 have been paid to both the Stock Exchanges (BSE & NSE) within the due dates.

21. DEMATERIALIZATION OF SHARES

As on 31^st March 2018, there were approximately 88,58,09,732 Equity Shares dematerialized through depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited, which represents about 98.56% of the total issued, subscribed and paid-up capital of the Company.

22. EXTRACT OF THE ANNUAL RETURN

The Extract of the Annual Return as on 31^st March, 2018 pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies(Management and Administration)Rules, 2014 (as amended) is furnished in the ‘Annexure- B’ attached to this report, which forms an integral part of this report.

23. SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE

Your Director’s 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.

24. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

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.

25. INVESTOR SERVICES

The Company and its Registrar M/s. Bigshare Services Private Limited who is looking after the Physical as well as Demat work and also shareholders correspondence in terms of SEBI directions for having a common Registrar and Share Transfer Agent, endeavored their best to service the Investors satisfactorily. Your Company has constituted a Committee comprising three Independent Directors of the Company to redress the investor grievances and the Committee met during the year to assess and note the complaints received and attended by the Company and RSTA.

26. GENERAL DISCLOSURES

Your Directors 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. 2017-18:

a) Details relating to deposits covered under Chapter V of the Companies Act, 2013.

b) Issue of equity shares with differential rights as to dividend, voting or otherwise.

c) Issue of shares (including sweat equity shares and ESOP) to employees of the Company under any scheme.

d) Instances with respect to voting rights not exercised directly by the employees of Company.

e) Neither the Managing Director nor the CFO of the Company receives any remuneration or commission from any other Company.

f) 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.

g) There was no revision of the financial statements of the Company during Financial Year 2017-18 except to the extent of applicability of Ind-AS.

h) No fraud has been reported by the Auditor in their Audit Report for F.Y. 2017-18, hence the disclosure u/s 134(3) (ca) is not applicable.

27. ENCLOSURES

a. Annexure-A: Report on Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo;

b. Annexure - B: Extract of Annual Return as of 31^st March, 2018 in the prescribed Form No. MGT-9.;

c. Annexure - C: Corporate Governance Report;

d. Annexure - D: Secretarial Auditors Report in Form No. MR-3;

e. Annexure - E: Details of personnel/particulars of employees.

28. 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.

For and on behalf of the Board

Date : 04.05.2018 Ashok Tandon

Place: Mumbai Managing Director

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Mar 31, 2017

DIRECTORS’ REPORT

Dear Members,

The Directors are pleased to present the Company’s Twenty Third Annual Report and the Company’s audited financial statements for the financial year ended 31^st March, 2017.

1. FINANCIAL HIGHLIGHTS:

(Rs,in Lakhs)

Particulars	Current Year 2016-17	Previous Year 2015-16
Sales ( Net )	7614.83	11668.39
Other Income	574.20	825.82
Total Income :	8189.03	12494.21
Profit before Interest, Depreciation & Tax	273.63	647.22
Less : Finance Cost	31.10	436.19
Depreciation	112.98	147.40
Exceptional Items	-	-
Profit/(Loss) before tax	129.55	63.63
Add : Deferred Tax - Asset	95.89	-
Net Profit/ (Loss) after Tax	225.44	63.63

2. PERFORMANCE 2016-17:

During the year under review, the Company achieved a turnover of '' 7614.83 Lakhs as against Rs, 11668.39 Lakhs in the previous year. The decrease in the turnover is on account of industrial slowdown and low investment in Capital Projects during the current financial year. The operating EBIDTA for the year is Rs, 273.63 Lakhs as against Rs, 647.22 Lakhs in the previous year. The Company has posted a Profit of Rs, 129.55 Lakhs during the year as against Rs,63.63 Lakhs in the previous year after providing depreciation of Rs,112.98 Lakhs (Previous Year Rs, 147.40 Lakhs) and has posted a Net Profit of Rs, 225.44 Lakhs in the current year after considering deferred tax asset of Rs, 95.89 Lakhs.

3. TRANSFER TO RESERVE:

The Company do not propose to Transfer any amount to any reserve.

4. DIVIDEND:

In order to conserve the resources, the Board of Directors has not recommended any Dividend for the year ended 31^st March, 2017.

5. MANAGEMENT DISCUSSION AND ANALYSIS:

The core business of the Company is Design, engineering, manufacturing, fabrication, supply, erection and commissioning of all types of Mechanical, Hydraulic, Structural, Process Plants, Metallurgical, Chemical Plants Equipments including Marine Loading/Unloading arms, Truck/Wagon Loading/Unloading arms, Columns, Pressure Vessels, Dryers, Boilers, Power Plant, Steel Plant Equipments, Capital Equipments and execution of Turnkey and EPC projects.

The Company has collaboration agreements with L3 Calzoni s.r.l., Milano, Italy for Fin Stabilizers and Steering Gears with Controls for Indian Naval Ships and Indian Coast Guard Ships. The Company has arrangement with Technip FMC, France (earlier FMC Technologies SA) for Marine, Truck/Wagon Loading Arms and Piggable Systems. The Company has also entered into teaming agreement with SPIC Yuanda Environmental Protection Equipment Manufacturing Co Ltd. (Erstwhile Jiangsu Unispendor Jidida Environmental Science and Technology Co. Ltd.), China for implementation of Environmental Projects in India.

During the current financial year, the Company has executed orders/jobs by supplying critical equipments, items and spares, carried out erection, installation and commissioning work and provided technical services to various Public and Private Sector Companies and Government bodies/Agencies in diversified areas and fields broadly covering Refinery & Petroleum, Oil & Gas, Power, Steel Plant equipments, Ports and Naval shipyard amongst others and have executed few export orders.

The Company is approved for its engineering skills/works/ services by various premier consulting Companies and Inspection Agencies such as Engineers India Ltd.(EIL), MECON, LRIS, BVIS amongst various other agencies. The Company’s works has been approved by Industrial Boiler Regulatory Authority (IBR). The Company has further been approved for ISO 9001:2015 by SGS UK for Design, Manufacture and Supply of Equipment for Industrial Sector - Hydrocarbon, Nuclear Power, Space, Defense, Process plants, Loading/Unloading Arms, Steel Plant, Boiler and Boiler Equipment.

The Company continues to participate in the tenders of various public and private sector Companies, government organizations, Navy, Ports, and actively looking for obtaining orders/execution of works in India and abroad.

a. Engineering Industry and Business Overview:

The Indian Engineering Industry is expected to witness growth in a steady manner for a decade. This is due to the large reforms being undertaken by Government of India in various sectors under the drive of “MAKE IN INDIA” particularly, in the Hydro Carbon Sector and Infrastructure Sector which is bound to witness higher investment required for making compliance with environmental norms to produce diesel, petrol, oil and other fuels so as to follow the norms of BIS IV and VI. This programme will require investment in Refinery to the extent of around Rs, 80000 Crores over the next 2 - 3 years. Infrastructure, Logistic and Port Sectors is expected to grow due to higher volume and lesser restriction with introduction of GST.

Thermal Fuel Power Plant will require adhering to new environmental MOEF Norms requiring new system of FGD and better efficiency ESP. Our Company is working to secure technology partnership in these systems to widen our client base. Infrastructure, Logistic and Port development is expected to increase our share in Marine Loading Arms business.

b. Risk & Concerns:

The present scenario of the banking system which is over burdened with large Non Performing Assets (NPA) is restricting the investment by Public and Private Corporate Sectors. However, new avenues are being opened with the large Foreign Direct Investment (FDI) inflow which is expected to boost the development of engineering industry. Presently due to high competition and limited capital projects, margins are under pressure with large number of bidders in Engineering Industry. We are considering the skill up gradation, modernization and cost saving to the extent possible. Risk and concerns is being addressed on a continuous basis.

c. Internal Control System and Audit:

The Company believes in systematic working and placing of proper internal control systems and checks. Proper checks and systems are in place and regular reviews are held by the Head of Department and Senior Management to check that the systems and controls are adhered. The reviews also prescribe changes wherever required. Further, the efficiency of Internal Control Systems is ensured as a combined result of the following activities:

1. Operational performance is reviewed each month by the Senior Management.

2. Performance of each function is closely monitored by the Head of Department and Senior Management through daily/ weekly/monthly review meetings. Reviews of all independent functions are regularly undertaken. Cross functional activities are also subjected to periodic review.

3. Various policies are introduced from time to time to ensure effective functioning of various departments, such as Business development, Projects, Procurement, Commercial, Finance, HR, etc.

4. The Internal Auditors of the Company conducts financial, operational and management audit of various functions and areas. Their reports are placed before the Audit Committee and appropriate actions as deemed fit are initiated based on the reports.

5. The Audit Committee also oversees financial systems, procedures and internal controls and competent to call for any information/ document from any department/function.

d. Human Resources and Industrial Relations: The Industrial Relations in the Company’s units located at Murbad during the year under review was

cordial. Human Resources Department (“HRD”) works continuously for maintaining healthy working relationship with the workers and other staff members. The underlying principle is that workers and staff at all levels are equally instrumental for attaining the Company’s goals. Training programmes are regularly conducted to update their skills and apprise them of latest techniques. Senior Management is easily accessible for counseling and redressal of grievances if any. The HR Department strives to maintain and promote harmony and co-ordination amongst workers, staff and members of the senior management.

e. Cautionary Statement:

The Management Discussion and Analysis describe Company’s projections, expectations or predictions and are forward looking statements’ within the meaning of applicable laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company’s operations include economic conditions affecting demand and supply and price conditions in domestic and international market, changes in Government regulations, tax regimes, economic developments and other related and incidental factors.

6. SUBSIDIARY & CONSOLIDATED FINANCIAL STATEMENTS:

The Company is not required to consolidate its financial statements for the year ended 31^st March, 2017 as the Company does not have any subsidiary.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments affecting the financial position of the Company which has occurred between the end of the financial year of the Company to which the financial statements relate and date of this report.

8. CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there are no changes in the nature of business of the Company.

9. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors confirm that:

i. in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any.

ii. appropriate Accounting Policies have been selected and applied 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 on 31^st March 2017 and of the Profit and Loss Account for the Financial Year 2016-17.

iii. proper and sufficient care has been taken in maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities.

iv. the Annual Accounts have been prepared on a going concern basis.

v. internal financial controls to be followed by the Company have been laid and the same are adequate and operating effectively and

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

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

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

11. INTERNAL FINANCIAL CONTROLS:

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 operations were observed.

12. INVESTOR SERVICES:

The Company and its Registrar, M/s. Bigshare Services Private Limited, who is looking after the physical as well as Demat work and also shareholders correspondence in terms of SEBI direction for having a common Registrar and Share Transfer Agent, endeavored their best to service the Investors satisfactorily. Your Company has constituted a Committee comprising of 3 Independent Directors of the Company to redress the Investor grievances.

13. BOARD MEETINGS:

Five meetings of the Board of Directors were held during the year viz. on 6^th May, 2016, 19^th May, 2016, 10^th August, 2016, 10^th November, 2016 and 10^th February, 2017. 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.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Ashok Satyanarayan Tandon (DIN: 00028301)

In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company,

Mr. Ashok Satyanarayan Tandon (DIN: 00028301) was appointed as Managing Director of the Company with effect from 20.01.2016 for a period of three years.

Mrs. Bela Sundar Rajan (DIN: 00548367):

Mrs. Bela Sundar Rajan (DIN: 00548367) was appointed as an Additional and Independent Woman Director of the Company with effect from 28.01.2016 duly approved by the shareholders in the Annual General Meeting held on 31^st August, 2016.

Mr. Vishal Agarwal (DIN: 00168370):

Mr. Vishal Agarwal (DIN: 00168370) was appointed as an Additional and Independent Director of the Company with effect from 28.01.2016 duly approved by the shareholders in the Annual General Meeting held on 31^st August, 2016.

Mr. Satyendra Narain Singh (DIN: 0398484):

Mr. Satyendra Narain Singh (DIN: 00398484) was appointed as an Additional and Independent Director of the Company with effect from 06.05.2016 duly approved by the shareholders in the Annual General Meeting held on 31^st August, 2016.

Mr. P.R. Ravi Ganesan:

Mr. P.R. Ravi Ganesan was appointed as Chief Financial Officer and Company Secretary of the Company with effect from 20.01.2016.

15. DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors have submitted the Declaration of Independence, as required pursuant to section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in sub-section 149(6) of the Companies Act, 2013.

16. PERFORMANCE EVALUATION OF DIRECTORS:

The Nomination and Remuneration Committee has laid down the criteria for performance evaluation of the individual Directors and the Board.

The framework of performance evaluation of the Independent Directors captures the following points:

A. Key attributes of the Independent Directors that justify his/her extension / continuation on the Board of the Company;

B. Participation of the Directors in the Board proceedings and his/her effectiveness; The evaluation was carried out by means of the replies given / observations made by all the Directors on the set of questions developed by them which brought out the key attributes of the Directors, quality of interactions amongst them and its effectiveness.

17. COMMITTEES AND POLICIES:

Audit Committee: The Audit Committee comprises of Mr. Vishal Agarwal, Chairman, Mr. S.N. Singh and Mrs. Bela Sundar Rajan as Members. Four meetings were held during the year viz. 19^th May 2016, 10^th August 2016, 10^th November 2016 and 10^th February, 2017.

All the recommendations made by the Audit Committee have been accepted and implemented by the Board of

Directors. More details on the committee are given in the Corporate Governance Report.

Nomination and Remuneration Committee: The

Nomination and Remuneration Committee comprises of Mr. S.N. Singh, Chairman, Mr. Vishal Agarwal, and Mrs. Bela Sundar Rajan as Members. No meetings were held during the year.

Stakeholders Relationship Committee: The

Stakeholders Relationship Committee is entrusted with the responsibility of redressing the shareholders’/ investors’ complaints with respect to transfer of shares, non-receipt of Annual Report, non-receipt of dividend etc. The committee comprises of Mrs. Bela Sundar Rajan as Chairman and Mr. Vishal Agarwal and Mr. S.N. Singh as the Members. No meetings were held during the year.

Remuneration Policy: The Remuneration policy provides guidelines to the Nomination & Remuneration Committee relating to the Appointment, Removal & Remuneration of Directors and KMP. It also provides criteria for determining qualifications, positive attributes and Independence of a Directors.

The Nomination and Remuneration policy as approved by the Board is uploaded on the Company’s website at the web link: http://www.lloydsengg.in/policies.html.

Whistle Blower Policy & Vigil Mechanism: The

Company has formulated Whistle Blower Policy & established Vigil Mechanism for the directors and employees of the Company to report, serious and genuine unethical behavior, actual or suspected fraud and violation of the Company’s code of conduct or ethics policy. It also provides adequate safeguards against victimization of persons, who use such mechanism and makes provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. None of the employees of the Company has been denied access to the Audit Committee.

Mr. P.R. Ravi Ganesan, CFO and Company Secretary and Compliance Officer of the Company has been designated as Vigilance and Ethics Officer for various matters related to Vigil Mechanism.

The Policy on Vigil Mechanism and Whistle Blower Policy as approved by the Board is uploaded on the Company’s website at the web link: http://www.lloydsengg.in/ policies.html.

18. OTHER POLICIES:

The Company has formulated other policies as required under various Rules and Regulations duly approved by the Board and the same have been uploaded on the Company’s website at the web link: http://www.lloydsengg.in/policies.html.

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

There are no Investments made pursuant to Section 186 of the Companies Act, 2013. The Company has not given any loan or guarantee or provided security during the year under review. The land and buildings and plant and machinery of the demerged Engineering Division works at A-6/3 and A-5/5, MIDC, Murbad of Uttam Value Steels Ltd. which has been transferred and vested with our Company have pari-passu charge created in favour of the lenders of Uttam Value Steels Limited before the demerger.

20. PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTY:

The Company has not entered into any transactions or arrangement with any related party during the financial year ended 31^st March, 2017 pursuant to section 188(2) of the Companies Act, 2013.

21. AUDITORS AND AUDITORS’ REPORT:

Statutory Auditor:

Pursuant to Section 139 of the Companies Act, 2013, rules made thereunder and subject to approval of the members of the Company at the Annual General Meeting, the Board of Directors on the recommendation of Audit Committee appointed M/s Todarwal & Todarwal, Chartered Accountants (Firm Registration No.111009W), as the Statutory Auditors of the Company for a period of Five financial years commencing from 1^st April, 2014 to 31^st March, 2019 subject to ratification of the members in each of the Annual General Meeting to be held in the Five Financial years.

The Board based on the recommendation of the Audit Committee, recommends the ratification of the appointment of M/s Todarwal & Todarwal, Chartered Accountants (Firm Registration No.111009W) as the statutory auditors. The members are thus requested to ratify the appointment of aforesaid Statutory Auditors for the financial year 2017-2018 at the ensuing Annual General Meeting.

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

Cost Auditor:

In terms of provisions of Section 148 of the Companies Act, 2013 and in accordance with notification issued by the Ministry Of Corporate Affairs, F.No.52 /26/ CAB - 2010 dated 24^th January, 2012, M/s Manisha & Associates, Cost Accountants, Nagpur, were appointed as Cost Auditor of the Company for the financial year 2016-17 by the Board as recommended by the Audit Committee and they have offered themselves for re-appointment for the financial year 2017-18. The Company has filed Cost Audit Report for the financial year ended 31^st March

2016 with the Central Government within the time limit prescribed under the Companies Act, 2013.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors based on the recommendations of Audit Committee have appointed M/s AKM & Associates, a firm of Company Secretaries in Practice based in Mumbai to undertake the Secretarial Audit of the Company for the financial year ended 31 ^st March, 2017 and further the Secretarial Auditor has offered themselves for reappointment for the financial year 2017-18. The Secretarial Audit Report for the financial year 2016-17 does not contain any qualification, reservation or adverse remark. The Secretarial Audit Report is annexed hereto as “Annexure-B” and forms part of this Report.

22. EXTRACT OF THE ANNUAL RETURN:

The Extract of the Annual Return for the Financial Year 2016-17 is enclosed with this report pursuant to section 92 (3) of the Companies Act, 2013 as “Annexure-C” and forms part of this report.

23. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The information required under Section 197(12) read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given hereunder in respect to the Remuneration to Mr. Ashok Tandon, Managing Director:

Sl. No.	Particulars of Remuneration	Amount('')
1.	Gross Salary
	(a) Salary as per provisions contained in Section 17(1) of the Income Tax Act,1961	52,11,276
	(b) Value of Perquisites u/s 17(2) of the Income Tax Act,1961	31,63,368
	(c) Profits in lieu of Salary u/s 7(3) of the Income Tax Act 1961
2.	Commission	-
3.	Contribution to Provident Fund	6,25,356
4.	Performance Bonus	-
	Total	90,00,000
	Ceiling as per the Companies Act, 2013 (other than contribution to Provident Fund)	84,00,000

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

24. 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. The report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is annexed hereto marked as “Annexure-E” and forms part of this report.

25. GENERAL DISCLOSURE:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a. Details relating to deposits covered under Chapter V of the Act.

b. Issue of equity shares with differential rights as to dividend, voting or otherwise.

c. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save or ESOS.

d. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

Your Directors further 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.

26. GREEN INITIATIVES:

Electronic copies of the Annual Report and Notice of the Annual General Meeting are sent to all members whose email addresses are registered with the Company/ Depository participant(s). For members who have not registered their email addresses, physical copies of the Annual Report and the Notice of the Annual General Meeting under Section 101 of the Companies Act, 2013 are sent in the permitted mode. Members requiring physical copies can send a request to the Company. Your Company provides e-voting facility to all its members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to the Section 108 of the Companies Act 2013 and Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015.

27. 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.

For and on behalf of the Board

Date : 20^th April, 2017 Ashok Tandon

Place: Mumbai Managing Director

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Mar 31, 2016

Dear Members,

The Directors are pleased to present the Company’s Twenty Second Annual Report and the Company’s audited financial statements for the financial year ended 31^st March, 2016.

FINANCIAL HIGHLIGHTS:

(Rs, in Lakhs)

Particulars	Current Year 2015-16	Previous Year 2014-15
Sales (Net)	11,668.39	51,045.96
Other Income	825.82	895.92
Total Income :	12,494.21	51,941.88
Profit before Interest, Depreciation & Tax	647.22	2,664.42
Less : Finance Cost	436.19	2,251.34
Depreciation	147.40	147.70
Exceptional Items	-	-
Profit/(Loss) before tax	63.63	265.37
Less : Tax Provision	-	-
Net Profit/ (Loss) after Tax	63.63	265.37

TRANSFER AND VESTING OF ENGINEERING DIVISION OF UTTAM VALUE STEELS LTD. (UVSL) WITH OUR COMPANY - CONSOLIDATED FINANCIALS:

Pursuant to the Scheme of Arrangement between Uttam Value Steels Limited (UVSL) and our Company duly approved by the High Court of Judicature at Bombay vide its order dated 30^th October, 2015 and 30^th November, 2015, the Engineering Division of UVSL was demerged from UVSL and transferred/ vested with our Company from the appointed date of 1^st April ,2014. The authenticated copy of the court order was filed with the Registrar of Companies on 15^th January, 2016 which is the effective date of the demerger. The financial statements of the company are thus consolidated statements including the demerged transferred Engineering Division of UVSL.

CANCELLATION OF THE EQUITY SHARES OF THE COMPANY AND ISSUANCE OF NEW EQUITY SHARES TO THE SHAREHOLDERS OF UVSL:

Your company, as per the approved Scheme of Arrangement has cancelled the 5,00,000/- Equity Shares of Rs,1/- each fully paid up amounting to Rs, 5,00,000/- on 31^st March, 2016 and allotted 89,86,98,382 equity shares of Rs,. 1/- each fully paid up for a value of Rs, 89,86,98,382/- to the equity share holders of UVSL whose names were appearing in the register of members of UVSL on the record date (29^th March, 2016) in the ratio of 68 equity shares of Rs,. 1/- each fully paid up of our Company for every 100 equity shares of Rs, 10/- each fully paid up held by the equity shareholders of UVSL.

LISTING OF THE ALLOTTED EQUITY SHARES IN THE BSE ANDNSE:

Your company as per the approved scheme of arrangement has made an application with requisite documents on 16^th April, 2016 to the Bombay Stock Exchange (‘BSE’) and National Stock Exchange (‘NSE’) for listing of the 89,86,98,382 Equity shares of Rs,.1/- each fully paid up and awaiting the trading permission.

PERFORMANCE 2015-16:

During the year under review, the Company achieved a turnover of Rs, 11668.39 Lakhs as against Rs, 51045.96 Lakhs in the previous year. The decrease in the turnover is on account of substantial reduction in the trading sales during the current financial year. The operating EBIDTA for the year is Rs, 647.22 Lakhs as against Rs, 2664.42 Lakhs in the previous year. The Company has posted a Net Profit of Rs, 63.63 Lakhs during the year as against Rs, 265.37 Lakhs in the previous year after providing depreciation of Rs, 147.40 Lakhs (Previous Year Rs, 147.70 Lakhs).

DIVIDEND:

In order to conserve the resources, the Board of Directors has not recommended any Dividend for the year ended 31^st March 2016.

MANAGEMENT DISCUSSION AND ANALYSIS:

The core business of the Company is Design, engineering, manufacturing, fabrication, supply, erection and commissioning of all types of Mechanical, Hydraulic, Structural, Process Plants, Metallurgical, Chemical Plants Equipments including Marine Loading/Unloading arms, Truck/Wagon Loading/ Unloading arms, Columns, Pressure Vessels, Dryers, Boilers, Power Plant, Steel Plant Equipments, Capital Equipments and execution of Turnkey and EPC projects.

The Company has collaboration agreements with FMC Technologies SA, France for Marine, Truck/Wagon Loading Arms and Piggable Systems and L3 Calzoni s.r.l., Milano, Italy for Fin Stabilizers and Steering Gears with Controls for Indian Naval Ships and Indian Coast Guard Ships.

During the current financial year, the Company has executed orders/jobs by supplying critical equipment, items and spares, carried out erection, installation and commissioning work and provided technical services to various Public and Private Sector companies and Government bodies/Agencies in diversified areas and fields broadly covering Refinery & Petroleum, Oil & Gas, Power, Steel Plants, Ports and Naval shipyard amongst others.

The Company is approved for its engineering skills/works/ services by various premier consulting companies and Inspection Agencies such as Engineers India Ltd.(EIL), MECON, LRIS, BVIS amongst various other agencies. The Company’s works has been approved by Industrial Boiler Regulatory Authority (IBR). The company has further been approved for ISO 9001:2008 by SGS UK.

The Company continues to participate in the tenders of various public and private sector companies, government organizations, Navy, Ports, and actively looking for obtaining export orders/execution of works in foreign soil.

(a) Engineering Industry and Business Overview

The Engineering Sector is amongst the largest in the overall Industrial Sectors in India with a broad classification into Heavy Engineering and Light Engineering. The competencies required are high in view of high value added products and usage of high end technology. Though the Global Economic conditions continued to remain sub optimal during the last financial year, Indian Engineering Sector has withstood the scenario due to investments in infrastructure industries and expects to grow in view of “Make in India” movement of the Government of India.

The growth of Engineering Sector is dependent on the growth in the user industries, setting up of new projects, government thrust on the power and construction industries and outsourcing requirements of global companies. World class infrastructure is of utmost importance for unleashing high and sustained growth. It is expected that over long term, the demand will remain strong and future of the industry is promising.

(b) Opportunities and Threats

The Indian Engineering sector has witnessed a reasonable growth over the last few years driven in increased investments in infrastructure. The engineering sector being closely associated with the manufacturing and infrastructure sectors is of strategic importance to India’s economy. India on its quest to become global super power has made significant strides towards the development of engineering sector. The Government of India has appointed the Engineering Export Promotion Council (EEPC) as the apex body in charge of promotion of engineering goods, products and services from India.

- Opportunities

- Increased Investment by Government on Infrastructure

- Likely flow of Foreign Investment under ‘Make in India’ concept.

- 100% FDI being enjoyed by the Engineering Sector in India.

- Strong growth expected in engineering and infrastructure projects.

- Threats

- Global Economic slowdown.

- Rising manpower and material costs.

- Approvals and procedural difficulties.

- Higher duties and taxes

- Lack of adequate sources of Finance.

(c) Risk & Concerns:

The Company is exposed to the normal industry risk factors and manages these risks by prudent business and risk management practices. The Company is continuously monitoring the changes in the economic scenario, supply management practice, technological obsolescence, input prices and cut throat competition from competitors which are an inherent business risks. The Company undertakes continuous development, training and modernization programme to keep its business efficient. The Company further is taking proper actions against the possible industry risks which may affect the business activities of the Company.

(d) Internal Control System and Audit:

The Company believes in systematic working and placing of proper internal control systems and checks.

Proper checks and systems are in place and regular reviews are held by the Head of Department and Senior Management to check that the systems and controls are adhered. The reviews also prescribe changes wherever required. Further, the efficiency of Internal Control Systems is ensured as a combined result of the following activities:

1. Operational performance is reviewed each month by the Senior Management.

2. Performance of each function is closely monitored by the Head of Department and Senior Management through daily/weekly/monthly review meetings. Reviews of all independent functions are regularly undertaken. Cross functional activities are also subjected to periodic review.

3. Various policies are introduced from time to time to ensure effective functioning of various departments, such as Business development, Projects, Procurement, Commercial, Finance, HR, etc.

4. The Internal Auditors of the company conducts financial, operational and management audit of various functions and areas. Their reports are placed before the Audit Committee and appropriate actions as deemed fit are initiated based on the reports.

5. The Audit Committee also oversees financial systems, procedures and internal controls and competent to call for any information/document from any department/function.

e) Human Resources and Industrial Relations:

The Industrial Relations in the company’s units located at Murbad during the year under review was cordial. Human Resources Department (“HRD”) works continuously for maintaining healthy working relationship with the workers and other staff members. The underlying principle is that workers and staff at all levels are equally instrumental for attaining the Company’s goals. Training programmes are regularly conducted to update their skills and apprise them of latest techniques. Senior Management is easily accessible for counseling and redressal of grievances, if any. The HR Department strives to maintain and promote harmony and co-ordination amongst workers, staff and members of the senior management.

f) Cautionary Statement:

The Management Discussion and Analysis describes Company’s projections, expectations or predictions and are forward looking statements’ within the meaning of applicable laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company’s operations include economic conditions affecting demand and supply and price conditions in domestic and international market, changes in Government regulations, tax regimes, economic developments and other related and incidental factors.

SUBSIDIARY & CONSOLIDATED FINANCIAL STATEMENTS:

The Company is not required to consolidate its financial statements for the year ended 31^st March, 2016 as the company does not have any subsidiary.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments affecting the financial position of the company which has occurred between the end of the financial year of the company to which the financial statements relate and date of this report.

CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there are no changes in the nature of business of the company.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors confirm that:

i. in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any.

ii. appropriate Accounting Policies have been selected and applied 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 on 31^st March 2016 and of the Profit and Loss Account for the Financial Year 2015-16.

iii. proper and sufficient care has been taken in maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities.

iv. the Annual Accounts have been prepared on a going concern basis.

v. internal financial controls to be followed by the company have been laid and the same are adequate and operating effectively and

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

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

INTERNAL FINANCIAL CONTROLS:

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.

INVESTOR SERVICES:

The Company and its Registrar M/s. Bigshare Services Private Limited who is looking after the physical as well as Demat work and also shareholders correspondence in terms of SEBI direction for having a common Registrar and Share Transfer Agent, endeavored their best to service the Investors satisfactorily. Your Company has constituted a Committee comprising of 3 Independent Directors of the Company to redress the Investor grievances.

BOARD MEETINGS:

Eight meetings of the Board of Directors were held during the year viz. on 20^th May, 2015, 7^th September, 2015, 20^th October, 2015, 09^th November, 2015, 14^th December, 2015, 20^th January, 2016, 28^th January, 2016 and 31^st March, 2016. 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. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Ashok Tandon (DIN: 00028301)

In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company, Mr. Ashok Tandon (DIN: 00028301) was appointed as Managing Director of the Company with effect from 20^th January, 2016 for a period of three years.

Mrs. Bela Sundar Rajan (DIN: 00548367):

Mrs. Bela Sundar Rajan (DIN: 00548367) was appointed as an Additional and Independent Woman Director of the Company with effect from 28^th January, 2016 pending approval during the ensuing Annual General Meeting to be held on 31^st August, 2016.

Mr. Vishal Agarwal (DIN: 00168370):

Mr. Vishal Agarwal (DIN: 00168370) was appointed as an Additional and Independent Director of the Company with effect from 28^th January, 2016 pending approval during the ensuing Annual General Meeting to be held on 31^st August, 2016.

Mr. Durga Prasanna Misra (DIN: 02362364):

Mr. Durga Prasanna Misra (DIN: 02362364) was appointed as an Additional and Independent Director of the Company with effect from 28^th January, 2016. However, he had resigned from the position with effect from 28^th April, 2016. The Board has accepted the resignation and place on record its appreciation for the services rendered by Mr. Durga Prasanna Misra during his tenure on the Board as an Additional and Independent Director.

Mr. S. N. Singh (DIN: 0398484):

Mr. S. N. Singh (DIN: 00398484) was appointed as an Additional and Independent Director of the Company with effect from 6^th May, 2016 pending approval during the ensuing Annual General Meeting to be held on 31^st August, 2016.

Mr. P. R. Ravi Ganesan:

Mr. P. R. Ravi Ganesan was appointed as Chief Financial Officer and Company Secretary of the Company with effect from 20^th January, 2016.

DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors have submitted the Declaration of Independence, as required pursuant to section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in section 149(6) of the Companies Act, 2013.

COMMITTEES AND POLICIES:

Audit Committee

The Audit Committee was constituted at the Board Meeting held on 28^th January, 2016 and reconstituted at the Board Meeting held on 6^th May, 2016. The Committee comprises of Mr. Vishal Agarwal, Chairman, Mr. S. N. Singh and Mrs. Bela Sundar Rajan as Members.

All the recommendations made by the Audit Committee have been accepted and implemented by the Board of Directors. More details on the committee are given in the Corporate Governance Report.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee was constituted at the Board Meeting held on 28^th January, 2016 and reconstituted at the Board Meeting held on 6^th May, 2016. The Committee comprises of Mr. S. N. Singh, Chairman, Mr. Vishal Agarwal, and Mrs. Bela Sundar Rajan as Members.

All the recommendations made by the Nomination and Remuneration Committee have been accepted and implemented by the Board of Directors. More details on the committee are given in the Corporate Governance Report.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee is entrusted with the responsibility of redressing the shareholders’/ investors’ complaints with respect to transfer of shares, non-receipt of Annual Report, non-receipt of dividend etc. The Committee was constituted at the Board Meeting held on 28^th January, 2016 and reconstituted at the Board Meeting held on 6^th May, 2016. The committee comprises of Mrs. Bela Sundar Rajan as Chairman and Mr. Vishal Agarwal and Mr. S. N. Singh as the Members.

Remuneration Policy

The Remuneration policy provides guidelines to the Nomination & Remuneration Committee relating to the Appointment, Removal & Remuneration of Directors and KMP. It also provides criteria for determining qualifications, positive attributes and independence of a director.

The Nomination and Remuneration policy as approved by the Board is uploaded on the company’s website at the web link: http://www.lloydsengg.in/policies.html.

Whistle Blower Policy & Vigil Mechanism

The Company has formulated Whistle Blower Policy & established Vigil Mechanism for the directors and employees of the Company to report, serious and genuine unethical behavior, actual or suspected fraud and violation of the Company’s code of conduct or ethics policy. It also provides adequate safeguards against victimization of persons, who use such mechanism and makes provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. None of the employees of the Company has been denied access to the Audit Committee.

Mr. P.R. Ravi Ganesan, CFO and Company Secretary of the Company, has been designated as Vigilance and Ethics Officer for various matters related to Vigil Mechanism.

The Policy on Vigil Mechanism and Whistle Blower Policy as approved by the Board is uploaded on the company’s website at the web link: http://www.lloydsengg.in/policies.html.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The Company does not have any employee, whose particulars are required to be given pursuant to the provisions of section 197 of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

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

There are no Investments made pursuant to Section 186 of the Companies Act, 2013. The Company has not given any loan or guarantee or provided security during the year under review. The land and buildings and plant and machinery of the demerged Engineering Division works at A-6/3 and A-5/5, MIDC, Murbad of Uttam Value Steels Ltd. which has been transferred and vested with our company have pari-passu charge created in favour of the lenders of Uttam Value Steels Limited before the demerger and transfer for which the Board will initiate appropriate steps for vacating the charges.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTY

The Company has not entered into any transactions or contracts or arrangements with any related party during the financial year ended 31^st March, 2016 pursuant to section 188 of the Companies Act, 2013.

AUDITORS’ REPORT:

Statutory Auditor

Pursuant to Section 139 of the Companies Act, 2013, rules made there under and subject to approval of the members of the company at the Annual General Meeting, the Board of Directors appointed M/s Todarwal & Todarwal, Chartered Accountants (Firm Registration No.111009W), as the Statutory Auditors of the company for a period of Five financial years commencing from 1^st April, 2014 to 31^st March, 2019 subject to ratification of the members in each of the Annual General Meeting to be held in the Five Financial years.

The Board based on the recommendation of the Audit Committee, recommends the ratification of the appointment of M/s Todarwal & Todarwal, Chartered Accountants (Firm Registration No.111009W) as the statutory auditors. The members are thus requested to ratify the appointment of aforesaid statutory Auditors for the next financial year 2016 2017 at the ensuing Annual General Meeting.

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

Cost Auditor

In terms of provisions of Section 148 of the Companies Act, 2013 and in accordance with notification issued by the Ministry Of Corporate Affairs, F.No.521261 CAB - 2010 dated 2^nd May, 2011, M/s Manisha & Associates, Cost Accountants, Nagpur, were appointed as Cost Auditor of the Company for the financial year 2015-16 by the Board as recommended by the Audit Committee and they have offered themselves for re-appointment for the financial year 2016-17. The members are thus requested to ratify the appointment of aforesaid Cost Auditors for the financial year 2015-16 and further approve reappointment of them for the next financial year 2016-2017 at the ensuing Annual General Meeting.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors based on the recommendations of Audit Committee have appointed M/s AKM & Associates, a firm of Company Secretaries in Practice based in Mumbai to undertake the Secretarial Audit of the Company for the financial year ended 31st March, 2016 and further the Secretarial Auditor has offered themselves for reappointment for the financial year 2016-17. The Secretarial Audit Report for the financial year 2015-16 does not contain any qualification, reservation or adverse remark. The Secretarial Audit Report is annexed hereto marked as Annexure ‘B’ and forms part of this Report. EXTRACT OF THE ANNUAL RETURN:

The Extract of the Annual Return for the Financial Year 2015-16 is enclosed with this report pursuant to section 92 (3) of the Companies Act, 2013 as a Annexure ‘C’ and forms part of this report.

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. The report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is annexed hereto marked as Annexure ‘D’ and forms part of this report.

GENERAL DISCLOSURE:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a. Details relating to deposits covered under Chapter V of the Act.

b. Issue of equity shares with differential rights as to dividend, voting or otherwise.

c. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save or ESOS.

d. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

Your Directors further 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.

GREEN INITIATIVES:

Electronic copies of the Annual Report 2015-16 and Notice of the 22^nd Annual General Meeting are sent to all members whose email addresses are registered with the Company/ Depository participant(s). For members who have not registered their email addresses, physical copies of the Annual Report 2015-16 and the Notice of the 22^nd Annual General Meeting under Section 101 of the Companies Act, 2013 are sent in the permitted mode. Members requiring physical copies can send a request to the Company.

Your Company provides e-voting facility to all its members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to the Section 108 of the Companies Act 2013 and Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015.

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.

For and on behalf of the Board

Date : 19^th May, 2016 AshokTandon

Place: Mumbai Managing Director