To The Members of

Lloyds Engineering Works Limited,

Your directors are hereby pleased to present 32^nd (Thirty-Second) 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, 2026.

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

During the year under review, there was no change in the name of the Company.

It may be noted that the Company had changed its name from Lloyds Steels Industries Limited to Lloyds Engineering Works Limited with effect from July 25, 2023, in the previous to previous financial year.

The change in name was undertaken to align the Company's corporate identity with its evolving business operations and strategic objectives.

The name change was effected in accordance with the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, after obtaining the requisite approvals from the shareholders of the Company. Subsequently, the Registrar of Companies, Mumbai, approved the change of name and issued a fresh Certificate of Incorporation dated July 25, 2023, reflecting the new name, Lloyds Engineering Works Limited

2. FINANCIAL HIGHLIGHTS:

The Company's financial highlights for the year ended 31^st March, 2026 is summarized below: (Rs. in Crore)

3. PERFORMANCE 2025-26:

A. Key Highlights of Financial Results (Consolidated) are as under:

I. Revenue Growth of Company is approx. 54 % in comparison to last F.Y. i.e. from Rs. 845.74 Crores of Last F.Y. to Rs. 1,301.14 Crores of Current F.Y., II. EBITDA growth is approx. 50 % in comparison to last F.Y. i.e. from Rs. 159.33 Crores of Last F.Y. to Rs. 239.07 Crores of current F.Y. III. PBT growth is approx. 44% i.e. from Rs. 141.14 Crores of last F.Y. to Current F.Y. Rs. 202.90 Crores.

IV. Increase in Company's order position is approx. 91 % as on 1^st April, 2026 in comparison to order position on 1^st April, 2025. V. Company`s Order book position on 1<sup>st</sup> April, 2026 is Rs. 2,643.39 Crores in comparison to last year`s Order position of 1^st April, 2025 i.e. Rs. 1,383.78 Crores. Company aspires and plans to execute a major portion of orders in hand within the 15 months barring unforeseen circumstances.

Order Book position for Lloyds Infrastructure and Construction Limited, Associate of the Company is Rs 5,681.76 Crores.

B. Key Highlights of Financial Results (Standalone) are as under:

I. Revenue Growth of Company is approx. 39 % in comparison to last F.Y. i.e. from Rs. 755.78 Crores of Last F.Y. to Rs. 1,052.22 Crores of Current F.Y., II. EBITDA growth is approx. 30 % in comparison to last F.Y. i.e. from Rs. 145.23 Crores of Last F.Y. to Rs. 188.12 Crores of current F.Y. III. PBT growth is approx. 24.12% i.e. from Rs. 130.02 Crores of last F.Y. to Current F.Y. Rs. 161.38 Crores.

IV. Increase in Company's order position is approx. 79 % as on 1^st April, 2026 in comparison to order position on 1^st April, 2025. V. Company`s Order book position on 1<sup>st</sup> April, 2026 is Rs. 2,351.90 Crores in comparison to last year`s Order position of 1^st April, 2025 i.e. Rs. 1,315.38 Crores. Company aspires and plans to execute a major portion of orders in hand within the 15 months barring unforeseen circumstances.

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

D. CHANGE IN PROMOTERS AND PROMOTER GROUP:

During the year under review, there were no addition or deletion in the Promoter and Promoter Group of the Company. Further, Lloyds Enterprises Limited, one of the Promoters of the Company sold the following shares in Financial year 2025-26:

1) 2,68.00,000 Equity shares to Thriveni Earthmovers Private Limited on 23^rd May 2025,

2) 14, 20,000 Equity shares to Thriveni Earthmovers Private Limited on 6^th August 2025,

3) 60,34,299 Equity shares to Thriveni Earthmovers Private Limited on 9^th February 2026.

Further, Aeon Trading LLP, one of the Promoter Group has sold 4,98,52,941 Equity shares to Thriveni Earthmovers Private Limited on 9^th February 2026.

Further, Lloyds Metals and Minerals Trading LLP, one of the Promoter Group has sold 4,98,52,941 Equity shares to Thriveni Earthmovers Private Limited on 9^th February 2026.

E. FUTURE OUTLOOK:

With a promising base of the order book to begin FY27, the roadmap is quite steady to deliver higher growth in the coming years. The company plans to further growth systematically to build over the larger base. The company aims to grow the order book from hereon, considering the growth visible in the CAPEX cycle across Industries. The company has already begun enhancing its capacities to of its existing capacities. Along with fresh capacities, the company is also modernising & overhauling the asset base. These efforts will provide sufficient headroom for growth in the coming years.

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

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

Metalfab Hightech Private Limited ("MHPL"):

The Company has entered into Share Purchase Agreement with the promoters of Metalfab Hightech Private Limited ("MEHPL" or "Metalfab") for acquisition of 21,85,000 (Twenty-One Lakhs Eighty-Five Thousand only) equity shares at H130 /- each for an aggregate consideration of H28,40,50,000 (Rupees Twenty-Eight Crores, Forty Lakhs, Fifty Thousand only), representing 76.00% of the total issued, subscribed, and paid-up capital of Metalfab Hightech Private Limited Strategic Acquisition of 76.00 % Stake in Metalfab Hightech Private Limited.

Unlocking Growth in Heavy Fabrication & Equipment Manufacturing.

The Company has acquired a 76.00% stake in Metalfab Hightech Private Limited for a consideration of INR 28.41 crores, strengthening 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.

Metalfab Hightech boasts a 24,000 MT per annum fabrication capacity, making it a key player in India's growing infrastructure and industrial sectors.

The 16-acre facility in Hingna MIDC, Nagpur, the covered area is 22,920 Sq. mtrs. which offers ample space for future expansion, paving the way for potential capacity enhancements and diversification into larger and more complex engineering projects.

10 manufacturing sheds equipped with EOT cranes (15 MT to 30 MT) and the ability to handle single pieces up to 60 MT.

Modern CNC machining, automated welding, beam drilling, and specialized surface preparation for high-precision fabrication.

Well-connected location near major steel manufacturing hubs, ensuring cost-effective and efficient supply chain management.

Diverse & High-Value Product Portfolio: Structural fabrication for railway and road bridge girders, windmill towers, power plant structures, pressure parts, and industrial equipment.

Preferred supplier for industry leaders such as NTPC, BHEL, L&T, Primetal, Mitsubishi, SMS, and Thermax.

Proven track record with over 3,000 windmill towers, multiple aerobridges, and critical steel structures for power and infrastructure projects.

Growth & Market Potential:

With substantial land availability, the company is poised to expand capacity, integrate advanced automation, and diversify into high-value heavy engineering products. The facility's strategic location in central India places it at the heart of upcoming industrial growth corridors, making it a key execution hub.

The Company (LEWL) aims to maintain its growth Momentum The company's healthy order book and growing demand in railways, renewables, and industrial sectors set the stage for sustained revenue growth.

This acquisition follows the company's successful past expansions, including Techno Industries Private Limited, Engineering Assets of Bhilai Engineering Corporation Limited and significant stake in Lloyds Infrastructure and Construction Limited, further solidifying its position.

Lloyds Advance Defence Systems Limited ("LADSL"):

The Company ("LEWL") has incorporated a Wholly Owned Subsidiary "Lloyds Advance Defence Systems Limited" to Spearhead Strategic Push into Defence Sector.

A Dedicated Vehicle for High-Growth Defence Opportunities

The incorporation of Lloyds Advance Defence Systems Limited marks a definitive step in the Company's roadmap to become a significant player in the defence landscape. The Company firmly believes that the defence vertical holds immense strategic importance and offers substantial growth potential for the future. By establishing a 100% subsidiary, LEWL is creating a focused entity dedicated exclusively to the rigorous demands of the sector enabling agility, specialised compliance, and a concentrated approach to indigenous manufacturing.

Consolidating Technological "Know-How" Through Global Partnerships To ensure this new vertical is backed by world-class technology, LEWL has recently executed multiple strategic Agreements and Memorandums of Understanding (MoUs) with international partners. These collaborations bring critical "know-how" and technological impetus to Lloyds Advance Defence Systems Limited, positioning it to deliver advanced solutions immediately. Recent strategic technology tie-ups include:

Advanced Drone Technologies (Air): A strategic partnership with FlyFocus Sp. z o.o. (Poland) to jointly introduce advanced First Person View (FPV) drones. This collaboration complements the Company's existing "Defender" drone program and focuses on bringing next-generation, rapid-response tactical UAVs to India.

Marine & Underwater Systems (Sea): Execution of definitive agreements with Kliver Polska Sp. z o.o. (Poland) for the design and prototyping of critical marine infrastructure, including Towed Reels for multifunctional underwater platforms and Operational Test Tilt Stands.

Radar Technology (Land/Civil): An agreement with Virtualabs S.r.l. (Italy) for the development of cutting-edge radar technology applicable to both defence and civil domains.

Fincantieri S.p.A: The collaboration between the two companies builds for the joint design and production of Advanced Steering Gear Systems, Fin Stabilizer Systems, Azimuthal Thrusters, and Transversal Tunnel Thrusters.

By securing high-level technology tie-ups and complementing them with its proven execution capabilities, LEWL is confident in its ability to deliver world-class defence equipment tailored to India's growing security needs. The Company is fully aligned with the nation's focus on indigenous manufacturing, ensuring that advanced defence solutions are not just adopted but built within the country. LEWL believes that this strategic synergy of global technology and robust local execution will serve as a cornerstone in the Company's growth trajectory, driving sustained value creation in the years ahead.

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. The acquisition of remaining 12% stake in Techno Industries Private Limited ("TIPL") thereby becoming Wholly Owned Subsidiary of the Company. 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.

Established in 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.

Expanding capacities Adding new channel dealers

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

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.

Merger and Amalgamation:

The Company (LEWL) announced a Strategic Merger: Merges Lloyds Infra, Metalfab, and Techno Industries to Create a Unified Engineering & Infrastructure Behemoth Board approves Merger of three strategic entities into LEWL; Combined entity emerges as a complete "Design-to-Execution" solutions provider with a H6,150 Crore Order Book (as on H1FY26) This massive merger fundamentally transforms LEWL from a premium equipment manufacturer into a Complete Engineering and Infrastructure Solutions Provider. By dissolving the boundaries between its manufacturing arms and its infrastructure execution wing, LEWL creates a singular, streamlined entity capable of delivering the entire industrial value chain from conceptual design and high-precision manufacturing to turnkey project execution.

TheStrategicRationale:UnifyingDesign,Manufacturing, and Execution

The merger integrates the unique capabilities of four distinct powerhouses into one balance sheet:

1. Design(LCE):ThroughLICL'sdivision,LloydsConsulting Engineers (LCE), the combined entity gains high-end design and engineering consultancy capabilities.

2. Manufacturing (LEWL, Metalfab, Techno): Consolidating the heavy engineering prowess of LEWL with the specialized component manufacturing of Metalfab and Techno.

3. Execution (LICL): Leveraging the massive EPC and infrastructure execution engine of LICL.

Transaction Overview & Shareholding Impact

The merger of LICL (Associate), Metalfab (Subsidiary), and Techno Industries (Subsidiary) into LEWL is w.e.f 01/04/2025. The valuation for the merger has been pegged as follows: Lloyds Infra (LICL): Valued at H2,849 Crore.

Metalfab: Valued at H317 Crore.

To facilitate this merger, LEWL will issue approximately 38.1 crore new shares to the shareholders of the merging entities. Consequently, the company's total equity base will expand to 185.52 crore shares, up from the pre-merger base of 147.42 crore shares. This expanded equity base is inclusive of partly paid shares, which are slated to be converted into fully paid shares over time.

The Company (LEWL) Expands Global Commercial Rights for Eco Pickled Technology Through Agreement with The Material Works, USA.

Agreement enables worldwide deployment of proprietary eco pickling Technology LEWL has entered into an expanded cross-border agreement with The Material Works Ltd. (TMW), USA for the design, manufacture, and commercial deployment of Eco Pickled Surface (EPS) technology, a patented acid-less steel pickling solution, the first of its kind in the world.

Under the agreement, LEWL is authorised to exclusively design, manufacture, market, and deploy the patented EPS systems across international markets*, materially expanding the technology's commercial footprint and export potential.

Over 80% of cold steel products require Pickling, creating a large market globally. Currently all pickling is carried out through a process which is highly capex intensive and damaging to the environment using ACID. This process of EPS cuts the capex drastically, and eliminates the use of hazardous acids, operates with zero liquid discharge, and uses recyclable materials requirement, making it the only environmentally friendly, yet commercially viable solution.

LEWL had introduced The EPS technology in India pursuant to an earlier arrangement in 2023, becoming the first company in India to commercialise acid-less steel pickling technology; the current agreement expands the reach from a primarily domestic market to global deployment.

Under the expanded agreement, EPS transitions from a domestically deployed solution to a globally addressable technology offering, enabling LEWL to pursue international customers* and export-led opportunities, subject to defined contractual exclusions.

The agreement strengthens Lloyds Engineering's portfolio of proprietary, technology-driven solutions and supports long-term growth through international commercialisation. This also showcase's LEWL capabilities to capitalize on internationally proven technologies and MAKE IN INDIA, to create a large value for the country and the company.

About the Technology and Execution Track Record

Eco Pickled Surface (EPS) is a patented, acid-less pickling technology applicable to all grades of steel, including stainless steel. The process eliminates the use of hazardous acids, operates with zero effluent discharge, and uses recyclable materials, offering a compliant alternative to conventional pickling methods. This is the 4^th generation, which has been improved over several years to create a highly effective solution for pickling.

The Company has already received an order worth J50 crore which is under execution for EPS technology, demonstrating commercial viability prior to the expansion of the agreement. This would be a big boost to our export initiative and also opens a large opportunity globally as this is green pickling.

* (Territory excluding China, Macao, Hong Kong, Taiwan and Any location within a 350-mile radius of Red Bud, Illinois, United States)

The Company (LEWL) Part of Consortium Awarded J613 Crore + €18 Million Order from SAIL – IISCO Steel Plant for 4.2 MTPA Pellet Project

Lloyds Engineering Works Limited (LEWL) announced that it has been selected as a consortium partner alongside Primetals Technologies India Pvt. Ltd and Primetals Technologies Austria GmbH for the design and execution of a 4.2 mntpa Pellet Plant Complex at Steel Authority of India Limited's (SAIL) IISCO Steel Plant, Burnpur (West Bengal).

The Letter of Acceptance (LOA) issued by SAIL – ISP marks a total consortium contract value of approximately H613 crore (Indian portion) + 18.26 million (Euro portion), with the project scheduled for completion within 39 months from the effective date of the contract. This major win represents a significant milestone for the consortium and reinforces LEWL's growing reputation as a trusted engineering partner to India's core industrial sectors.

Transforming Collaborations into Strategic Wins

Over the past two years, LEWL has successfully established over 10 collaborations with both domestic and international partners. These strategic alliances have been instrumental in broadening the company's technical scope and positioning it to participate in high-value industrial projects.

This project with SAIL, one of India's largest steel companies, is a demonstration of LEWL's ability to translate collaborations into tangible, large-scale orders, contributing meaningfully to its growth. In the coming months, the company intends to further deepen these alliances and explore new partnerships aimed at converting such collaborations into additional high-value engineering and manufacturing projects.

Showcasing Lloyds Engineering's Technical Strength

Under this consortium arrangement, LEWL will be responsible for detailed design and engineering and will also contribute to the supply some of critical process equipment and systems for the project.

A Testament to Growing Expertise and Credibility

LEWL continues to execute several large-scale orders from marquee clients across the steel, infrastructure, and heavy-engineering sectors, demonstrating its comprehensive design-to-delivery competence and commitment to quality, safety, and performance.

The SAIL – ISP pellet-plant project is another significant achievement for LEWL, adding to its expanding portfolio of high-impact industrial and infrastructure projects, and marking yet another milestone in its journey to build a world-class engineering enterprise of scale and substance.

The Company (LEWL) Strengthens Defence Footprint Through MoU with FlyFocus for Next-Gen UAV (Drone) ‘Defender'

LEWL has entered into a Memorandum of Understanding (MoU) with FlyFocus Sp. z o.o., a Warsaw-based specialist in unmanned aerial vehicles (UAVs) — commonly known as drones — and avionics systems, to jointly develop and manufacture the Defender SIGINT UAV, a next-generation platform for signals intelligence (SIGINT) and electronic surveillance applications.

About FlyFocus Sp. z o.o.

Headquartered in Warsaw, Poland, FlyFocus Sp. z o.o. is a leading European developer of unmanned aerial systems (UAS), avionics, and SIGINT payloads. Its modular UAV architectures and electronic intelligence solutions are deployed across major European defence programs, known for reliability, precision, and scalable mission design. Under this MoU, the Defender UAV (Drone) will be developed exclusively with Lloyds Engineering for India, ensuring complete localisation, technology transfer, and eventual indigenous production under the Make in India framework.

Expanding Horizons in Defence Engineering

Building on its proven expertise in marine and precision engineering systems such as steering gears, fin stabilisers, and deck machinery, Lloyds Engineering is now expanding into the aerospace and defence segment. The Defender UAV (Drone) marks a strategic step in the company's journey toward developing mission-critical, high-technology systems for India's armed forces, intelligence agencies, and homeland security organisations. It is designed for diverse defence applications including border and coastal monitoring, airbase protection, VIP movement security, electronic threat detection, and strategic reconnaissance, enhancing both tactical awareness and national security preparedness.

FlyFocus Sp. z o.o. brings deep technical expertise in UAV design, avionics integration, and passive radar technologies, while Lloyds Engineering will lead system integration, indigenisation, and local production within India.

The collaboration provides exclusive rights to Lloyds Engineering for Indian deployment and adaptation of the Defender UAV (Drone).

The partnership will evolve into a technology-transfer and joint-production program, aligned with Atmanirbhar Bharat and Make in India missions.

The agreement also opens export potential, as rising European defence spending and global demand for advanced unmanned systems create new market opportunities.

India's defence industry is undergoing rapid transformation. Domestic production has crossed H1.27 lakh crore (FY24), with exports exceeding H23,000 crore (FY25) — a 34? rise in a decade.

With a H6.8 lakh crore FY26 defence outlay and over 90% of MoD contracts awarded to Indian firms, the sector offers strong policy visibility and sustained growth.

This ecosystem, driven by localisation, innovation, and UAV (drone) adoption, is enabling partnerships that combine global technology leadership with India's engineering and manufacturing scale, reinforcing the nation's position as a future-ready defence hub.

Future Collaborations

Lloyds Engineering is also evaluating additional collaborations with European defence technology providers to introduce specialised, high-impact systems — including aerospace subsystems, electronic warfare payloads, and tactical mobility solutions — into India's growing defence manufacturing ecosystem.

LEWL is in an exciting phase of growth, aggressively expanding its product offerings in the defence space and building long-term competencies across advanced technology domains. These strategic initiatives are aimed at broadening the company's presence in high-value sectors and creating enhanced value opportunities for its stakeholders through sustained innovation, localisation, and global partnerships.

Strategic Drone Partnership with FlyFocus Through MoU for First Person View (FPV) Systems

The Company (LEWL) has signed a new Memorandum of Understanding (MoU) with Poland-based FlyFocus Sp. z o.o. to jointly introduce advanced First Person View (FPV) drones for India's defence and security sectors.

This MoU builds on the companies' ongoing partnership in the Defender drone program and marks a strategic expansion into agile, short-range UAV systems, thereby strengthening India's capability spectrum from long-range surveillance to rapid-response tactical operations.

Accelerating a Strategic Defence Collaboration

The FPV initiative underscores the deepening collaboration between Lloyds Engineering and FlyFocus, reflecting a joint commitment to deliver India-specific, next-generation drone solutions.

While the Defender platform targets long-range intelligence and surveillance, the new FPV drones are purpose-built for high-mobility, close-quarter scenarios—supporting real-time reconnaissance, training, urban security, and special operations.

Complementary Capabilities: FPV drones will work alongside Defender systems to provide India's forces with end-to-end aerial intelligence—spanning strategic depth and tactical agility.

Technology Transfer & Localisation: FlyFocus will enable LEWL with a structured technology transfer model, achieving over 50% local content through component manufacturing and final assembly in India.

Aligned with Make in India: The partnership directly supports Atmanirbhar Bharat, enhancing India's self-reliance in high-tech defence manufacturing.

Exclusive India Rights: LEWL will hold exclusive rights to adapt and deploy FPV systems for Indian use, securing long-term operational sovereignty.

Export Potential: With global demand for agile drone systems rising, the collaboration opens export opportunities through India's competitive manufacturing base.

Strengthening India's Tactical Drone Capability

Engineered for border surveillance, counter-terrorism, tactical ops, and urban missions, the FPV drones bring precision, speed, and situational awareness to India's defence and law enforcement agencies.

India's defence sector is in rapid expansion. FY26 allocations exceed H6.8 lakh crore, with over 90% of Ministry of Defence contracts awarded to Indian firms. In this landscape, Lloyds Engineering is emerging as a key player through focused investments in indigenous technologies and next-gen platforms like Defender and FPV.

Toward a Full-Spectrum Drone Ecosystem

With Defender and FPV platforms now underway, LEWL is building a robust, multi-tiered drone ecosystem spanning surveillance, intelligence, and tactical engagement. The company is also exploring future partnerships in electronic warfare, aerospace subsystems, and mobility tech, reinforcing its position as a frontrunner in India's evolving defence landscape.

LEWL and CEMI, Forge Partnership to Drive Industrial Process Optimisation in India emphasizes partnership and industrial scope.

About CEMI

CEMI, headquartered in Brazil, has delivered proven results across the mining, cement, and steel sectors through its proprietary platforms such as OptProcess?, OptVision?, and OptGrade?. Its solutions enhance operational stability, cut energy consumption, and deliver measurable cost savings. With a strong track record in North & South America, Middle east, Europe, Ukraine CEMI is now accelerating its global expansion into the Asia countries with India identified as one of its highest growth markets

Complementary strengths: Lloyds Engineering brings deep project execution, engineering design, and industrial integration experience, while CEMI contributes world-class digital process optimization tools. Together, the partnership enables end-to-end solutions, from plant design and equipment to digital optimisation.

Make In India focus: India's mining, steel, and cement industries are entering a phase of large-scale expansion and modernization. Yet, automation and digital adoption remain low. This gap presents a significant opportunity for LEWL and CEMI to jointly introduce next-generation process intelligence solutions.

Key Benefits of Tie-up

Technology differentiation – Strengthens Lloyds' portfolio with advanced digital and automation capabilities.

Market opportunity – Provides entry into India's under-penetrated process optimization space, where adoption is set to accelerate. Revenue visibility – Opens new, high-margin revenue streams including recurring SaaS-based services.

Strategic positioning – Positions Lloyds Engineering at the intersection of industrial growth and digital transformation.

LEWL Strengthens Strategic Alliance with Fincantieri; Adds New Products to Defence & Marine Line-up

Lloyds Engineering Works Ltd (LEWL) has further enhanced its product offerings in the defence and naval sector by strengthening its strategic technological partnership with FINCANTIERI S.p.A, one of the world's leading shipbuilding groups based in Italy.

The collaboration builds on an existing agreement between the two companies for the joint design and production of Advanced Steering Gear Systems, Fin Stabilizer Systems, Azimuthal Thrusters, and Transversal Tunnel Thrusters. This partnership is now being deepened with the addition of two crucial marine propulsion systems:

Controllable Pitch Propeller (CPP) Systems Shafting Systems

CPP systems enable real-time adjustment of blade pitch during operation, providing precise thrust control, enhanced fuel efficiency, and superior maneuverability—crucial for modern naval vessels. Shafting systems ensure efficient power transfer from the main engine to the propeller with high accuracy and low acoustic signature, vital for stealth operations.

Through this strategic alliance, LEWL will develop and manufacture these advanced propulsion systems indigenously—traditionally reliant on imports—making it one of the first Indian companies to do so. This marks a significant milestone in LEWL's contribution to the Government's Atmanirbhar Bharat initiative and markedly improves India's naval self-sufficiency.

The partnership will facilitate access to advanced engineering expertise from FINCANTIERI S.p.A, enabling LEWL to establish state-of-the-art manufacturing and testing infrastructure, nurture a skilled workforce, and become a preferred supplier for both domestic and international naval programmes.

This development coincides with LEWL experiencing strong growth in its defence engineering segment. As of FY25, the company's current order book in the defence sector exceeds Rs 100 Crs, with increasing prospects for future contracts. This collaboration aids in long-term revenue growth and expansion of LEWL's defence sector.

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

F. TRANSFER TO RESERVE:

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

G. DIVIDEND:

Based on the Company's performance for the financial year ended 31^st March 2026, the Board of Directors, at its meeting held on 05^th May 2026, 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 who are holding Partly paid shares of the Company as on record date.

The final dividend on equity shares, if approved by the members, shall be subject to deduction of income tax at source.

H. 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.

I. SHARE CAPITAL:

During the Financial Year 2025–26, the Company undertook the following corporate actions, which resulted in changes to its issued, subscribed and paid-up equity share capital. As on March 31, 2026, the issued, subscribed and paid-up equity share capital of the Company stood at Rs. 1,48,00,82,086, comprising 139,88,11,662 fully paid-up equity shares and 8,12,70,424 partly paid-up equity shares of face value of Re. 1/- each. The aggregate paid-up equity share capital stated above is on the assumption that all partly paid-up equity shares are converted into fully paid-up equity shares.

Rights Issue:

The Company filed the Letter of Offer dated April 19, 2025 in connection with its Rights Issue of 30,85,17,476 partly paid-up equity shares of face value Re. 1/- each at an issue price of Rs. 32/- per equity share, including a securities premium of **Rs. 31/- per equity share.

Pursuant to the terms of the Rights Issue, an amount of Rs. 16/- per equity share (comprising face value of Re. 0.50 and securities premium of Rs. 15.50) was payable on application and allotment. The balance amount of Rs. 16/- per equity share (comprising face value of Re. 0.50 and securities premium of Rs. 15.50) was payable pursuant to one or more call(s), as determined by the Board of Directors/Securities Issue Committee.

Accordingly, on June 5, 2025, the Company allotted 30,85,17,476 partly paid-up equity shares and received the application and allotment money of Rs. 16/- per equity share. Subsequently, in February 2026, the Company made the First and Final Call for the balance amount of Rs. 16/- per equity share.

Upon receipt of the First and Final Call money, On 11^th March 2026, 22,72,47,052 equity shares were converted from partly paid-up to fully paid-up equity shares and were admitted for trading and listed on BSE Limited and the National Stock Exchange of India Limited.

In April 2026, the Company issued a reminder notice to the holders of the remaining 8,12,70,424 partly paid-up equity shares for payment of the First and Final Call of Rs. 16/- per equity share.

Employee Stock Option Scheme (ESOP)

During the Financial Year 2025–26, the Company allotted 60,54,144 equity shares of face value Re. 1/- under the Company's Employee Stock Option Scheme, as approved by the Nomination and Remuneration Committee ("NRC"), as detailed below:

The above allotments were made pursuant to the Company's Employee Stock Option Scheme approved by the Members at the Extra-Ordinary General Meeting held on January 24, 2022. The disclosures required pursuant to Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, are available on the Company's website at www.lloydsengg.in. During the financial year 2025-26 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, 2026 stood at Rs. 1,48,00,82,086 (including Fully Paid as 139,88,11,662 and Partly paid shares as 812,70,424, assuming that partly paid shares are converted to fully paid shares).

In view of the above, the Share Capital of the Company as on March 31, 2026 are as follows:

The Changes in the Share Capital of the Company from 1^st April 2026 till date are as follows:

2,14,268 shares were allotted via ESOP on May 05, 2026

J. CHANGE IN THE NATURE OF BUSINESS ACTIVITIES:

During the year under review, the Company has not changed its nature of Business Activities.

However, in previous Financial Year, 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.

K. 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 88 of this Annual Report).

L. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Company endeavours to cater to the needs of the communities it operates in thereby creating maximum value for the society along with conducting its business in a way that creates a positive impact and enhances stakeholder value. As per Regulation 34(2)(f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, the Business Responsibility

& Sustainability Report depicting initiatives taken by the Company from an environmental, social and governance perspective forms an integral part of the Annual Report which has been annexed as ‘Annexure C' to the Director's Report.

1) Subsidiaries:

A. Techno Industries Private Limited:

During the year under review, Techno Industries Private Limited ("TIPL"), a material subsidiary of the Company, became a Wholly Owned Subsidiary of the Company pursuant to the following acquisitions: a) Pursuant to the Share Purchase Agreement dated July 30, 2024, the Board of Directors, at its meeting held on July 1, 2025, approved the acquisition of an additional 13,75,000 equity shares, representing 11% of the paid-up equity share capital of TIPL, for a cash consideration of Rs. 25,00,00,000 (Rupees Twenty-Five Crore only). b) Further, pursuant to the aforesaid Share Purchase Agreement, the Board of Directors, at its meeting held on December 26, 2025, approved an amendment to the said Share Purchase Agreement for the acquisition of the remaining 14,99,999 equity shares, representing 12% of the paid-up equity share capital of TIPL, having a face value of Rs. 10/- each, for an aggregate consideration of Rs. 22.70 crore (Rupees Twenty-Two Crore Seventy Lakh only).

Consequent to the aforesaid acquisitions, the Company acquired the remaining equity stake in TIPL and now holds 100% of its paid-up equity share capital. Accordingly, Techno Industries Private Limited has become a Wholly Owned Subsidiary of the Company w.e.f 26^th December 2025.

B. Metalfab Hightech Private Limited

On May 20, 2025, the Board of Directors of Lloyds Engineering Works Limited ("the Company" or "LEWL"), at its meeting held on that date, approved the execution of a Share Purchase Agreement with the promoters of Metalfab Hightech Private Limited ("MEHPL" or "Metalfab") for the acquisition of 21,85,000 equity shares of face value Rs. 10/- each, constituting 76.00% of the issued, subscribed and paid-up equity share capital of MEHPL.

The acquisition was completed for an aggregate cash consideration of Rs. 28,40,50,000 (Rupees Twenty-Eight Crore Forty Lakh Fifty Thousand only). Consequently, Metalfab Hightech Private Limited became a subsidiary of the Company with effect from the date of acquisition.

C. Lloyds Advance Defence Systems Limited

The Company incorporated Lloyds Advance Defence Systems Limited as its Wholly Owned Subsidiary on December 11, 2025.

The subsidiary has been incorporated under the provisions of the Companies Act, 2013 with its registered office situated in Mumbai, Maharashtra. The Certificate of Incorporation was issued by the Ministry of Corporate Affairs, Government of India, on December 11, 2025.

Accordingly, Lloyds Advance Defence Systems Limited became a Wholly Owned Subsidiary of the Company with effect from December 11, 2025.

2) Associate:

During the year under review, the Company has only one associate of the Company i.e. Lloyds Infrastructure and Construction Limited.

As on March 31, 2026, the Company had three Subsidiaries (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

N. EXPANSION OF BUSINESS.

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 H 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.

On December 11, 2025, the Company incorporated Lloyds Advance Defence Systems Limited as its Wholly Owned Subsidiary to spearhead its strategic expansion into the defence sector. The incorporation of the subsidiary represents a significant milestone in the Company's long-term growth strategy, providing a dedicated platform to pursue opportunities in the defence industry with greater operational focus, specialized compliance, and an emphasis on indigenous manufacturing.

To strengthen the technological capabilities of this new defence vertical, the Company has entered into strategic collaborations with leading international partners to acquire advanced defence know-how across drone technologies, marine and underwater systems, radar solutions, and naval propulsion systems. These partnerships are expected to enhance the subsidiary's technological capabilities and support the Company's vision of delivering world-class defence solutions while contributing to the Government of India's Atmanirbhar Bharat initiative.

On December 29, 2025, the Board of Directors approved a Scheme of Merger involving Lloyds Infrastructure Construction Limited, Metalfab Hightech Private Limited, and Techno Industries Private Limited with Lloyds Engineering Works Limited (LEWL), subject to the requisite statutory, regulatory, shareholder, creditor and judicial approvals. The proposed merger is a significant strategic initiative aimed at creating an integrated engineering and infrastructure enterprise by combining design, manufacturing and EPC execution capabilities under a single entity. Upon implementation, the merged entity is expected to emerge as a comprehensive "Design-to-Execution" solutions provider with a strong order book of approximately Rs. 6,150 crore (as on H1 FY2025-26). The integration is expected to enhance operational efficiencies, strengthen execution capabilities, enable participation in larger multi-disciplinary projects, generate business synergies and create long-term value for all stakeholders.

During the year under review, the Company entered into an expanded agreement with The Material Works Ltd., USA, securing exclusive rights to design, manufacture, market and commercially deploy its patented Eco Pickled Surface (EPS) technology across international markets (subject to specified territorial exclusions). The agreement significantly expands the Company's commercial rights from the domestic market to global markets and strengthens its export-led growth strategy.

EPS is a patented, fourth-generation, acid-less steel pickling technology that eliminates the use of hazardous acids, operates with zero liquid discharge and utilizes recyclable materials, offering an environmentally sustainable and commercially viable alternative to conventional steel pickling processes. The Company had introduced the technology in India in 2023 and has already secured an order worth approximately Rs. 50 crore for the deployment of EPS technology. The expanded agreement is expected to enhance the Company's portfolio of proprietary technology-driven solutions, strengthen its international presence and support the Government of India's Make in India initiative by promoting exports of advanced green manufacturing technologies During the year under review, Techno Industries Private Limited ("TIPL"), a material subsidiary of the Company, became a Wholly Owned Subsidiary of the Company pursuant to the following acquisitions: c) Pursuant to the Share Purchase Agreement dated July 30, 2024, the Board of Directors, at its meeting held on July 1, 2025, approved the acquisition of an additional 13,75,000 equity shares, representing 11% of the paid-up equity share capital of TIPL, for a cash consideration of Rs. 25,00,00,000 (Rupees Twenty-Five Crore only). d) Further, pursuant to the aforesaid Share Purchase Agreement, the Board of Directors, at its meeting held on December 26, 2025, approved an amendment to the said Share Purchase Agreement for the acquisition of the remaining 14,99,999 equity shares, representing 12% of the paid-up equity share capital of TIPL, having a face value of Rs. 10/- each, for an aggregate consideration of Rs. 22.70 crore (Rupees Twenty-Two Crore Seventy Lakh only).

Consequent to the aforesaid acquisitions, the Company acquired the remaining equity stake in TIPL and now holds 100% of its paid-up equity share capital. Accordingly, Techno Industries Private Limited has become a Wholly Owned Subsidiary of the Company.

The Company (LEWL) Part of Consortium Awarded J613 Crore + €18 Million Order from SAIL – IISCO Steel Plant for 4.2 MTPA Pellet Project Lloyds Engineering Works Limited (LEWL) announced that it has been selected as a consortium partner alongside Primetals Technologies India Pvt. Ltd and Primetals Technologies Austria GmbH for the design and execution of a 4.2 mntpa Pellet Plant Complex at Steel Authority of India Limited's (SAIL) IISCO Steel Plant, Burnpur (West Bengal).

– ISP marks a total consortium contract value of approximately J613 crore (Indian portion) + €18.26 million (Euro portion), with the project scheduled for completion within 39 months from the effective date of the contract. This major win represents a significant milestone for the consortium and reinforces LEWL's growing reputation as a trusted engineering partner to India's core industrial sectors.

Transforming Collaborations into Strategic Wins

Over the past two years, LEWL has successfully established over 10 collaborations with both domestic and international partners. These strategic alliances have been instrumental in broadening the company's technical scope and positioning it to participate in high-value industrial projects.

This project with SAIL, one of India's largest steel companies, is a demonstration of LEWL's ability to translate collaborations into tangible, large-scale orders, contributing meaningfully to its growth. In the coming months, the company intends to further deepen these alliances and explore new partnerships aimed at converting such collaborations into additional high-value engineering and manufacturing projects.

A Testament to Growing Expertise and Credibility

LEWL continues to execute several large-scale orders from marquee clients across the steel, infrastructure, and heavy-engineering sectors, demonstrating its comprehensive design-to-delivery competence and commitment to quality, safety, and performance.

The SAIL – ISP pellet-plant project is another significant achievement for LEWL, adding to its expanding portfolio of high-impact industrial and infrastructure projects, and marking yet another milestone in its journey to build a world-class engineering enterprise of scale and substance.

Memorandum of Understanding with Flyfocus

During the year under review, Lloyds Engineering Works Limited (LEWL) entered into a Memorandum of Understanding (MoU) with FlyFocus Sp. z o.o., Poland, a specialist in unmanned aerial vehicles (UAVs), avionics systems, and signals intelligence (SIGINT) technologies, for the joint development and manufacture of the Defender SIGINT UAV (Drone). The collaboration aims to deliver a next-generation unmanned platform for intelligence, surveillance, and reconnaissance applications, with exclusive deployment rights in India and a clear roadmap for technology transfer, indigenisation, and local manufacturing under the Make in India framework. Under this arrangement, FlyFocus brings advanced UAV and avionics expertise, while LEWL will focus on system integration, localisation, and production within India.

The Defender UAV program marks a strategic expansion of LEWL into the aerospace and defence domain, complementing its existing strengths in marine and precision engineering systems. The platform is designed for diverse defence applications including border surveillance, coastal monitoring, base security, and electronic threat detection, thereby strengthening India's tactical and intelligence capabilities. The collaboration also opens potential export opportunities in global markets, particularly in view of increasing international demand for advanced unmanned systems. This initiative reflects LEWL's broader strategy of building long-term capabilities in high-technology defence domains through global partnerships, while contributing to India's growing self-reliant defence manufacturing ecosystem.

Memorandum of Understanding with Flyfocus for First Person View (FPV) Systems

During the year under review, Lloyds Engineering Works Limited (LEWL) entered into a Memorandum of Understanding (MoU) with FlyFocus Sp. z o.o., Poland, for the joint development and introduction of advanced First Person View (FPV) drone systems for India's defence and security applications. This collaboration builds on the existing Defender UAV program and expands the partnership into agile, short-range unmanned systems designed for high-mobility, close-quarter operations such as real-time reconnaissance, urban security, training, and special missions. While the Defender platform addresses long-range intelligence and surveillance requirements, the FPV drones will complement it by enhancing tactical responsiveness and operational flexibility for India's security forces.

Under the MoU, FlyFocus will provide technology transfer support, enabling localisation of over 50% of components and facilitating final assembly in India, in alignment with the Make in India and Atmanirbhar Bharat initiatives. LEWL will hold exclusive rights for adaptation and deployment of FPV systems in India, while also exploring export opportunities arising from growing global demand for agile drone platforms. Together, these initiatives mark a significant step in building a comprehensive, multi-tiered drone ecosystem spanning strategic surveillance to tactical engagement, further strengthening LEWL's position in India's evolving defence manufacturing landscape.

Agreement with CEMI Process Optimization Brazil and CEMI Process Optimization LLC

During the year under review, Lloyds Engineering Works Limited (LEWL) entered into a strategic partnership with CEMI Process Optimization, a global technology company headquartered in Brazil, along with its affiliate CEMI Process Optimization LLC, to jointly drive industrial process optimisation solutions in India. CEMI specialises in advanced process control, dynamic simulation, and industrial vision systems, with proven applications across the mining, cement, and steel industries through its proprietary platforms such as OptProcess?, OptVision?, and OptGrade?. The collaboration aims to leverage CEMI's digital technologies along with LEWL's engineering, execution, and industrial integration capabilities to deliver end-to-end plant and process optimisation solutions.

This partnership is strategically aligned with India's ongoing industrial modernisation and Make in India initiative, particularly in sectors such as mining, steel, and cement, where digital adoption and automation are rapidly gaining importance. The collaboration is expected to introduce advanced process intelligence solutions in an under-penetrated market, enabling improved operational efficiency, energy optimisation, and cost savings for industrial customers. It also opens opportunities for recurring, technology-led revenue streams, including digital and software-based services, while strengthening LEWL's positioning at the intersection of industrial engineering and digital transformation.

Agreement with FINCANTIERI S.p.A.,

During the year under review, Lloyds Engineering Works Limited (LEWL) further strengthened its strategic technological partnership with Fincantieri S.p.A., Italy, one of the world's leading shipbuilding groups, to expand its defence and marine product portfolio. Building on the existing collaboration for the design and manufacture of Advanced Steering Gear Systems, Fin Stabilizer Systems, Azimuthal Thrusters, and Transversal Tunnel Thrusters, the partnership has now been extended to include Controllable Pitch Propeller (CPP) Systems and Shafting Systems. These systems are critical for modern naval vessels, enabling improved thrust control, fuel efficiency, maneuverability, and efficient power transmission with low acoustic signature, thereby enhancing operational effectiveness.

Through this expanded collaboration, LEWL aims to indigenously design and manufacture advanced marine propulsion systems that have traditionally been import-dependent, thereby contributing significantly to the Government of India's Atmanirbhar Bharat initiative and strengthening domestic naval self-reliance. The partnership also facilitates access to global engineering expertise from Fincantieri S.p.A., enabling the development of advanced manufacturing and testing capabilities and positioning LEWL as a competitive supplier for domestic and international naval programmes. This development further supports LEWL's growing defence order book and reinforces its long-term growth prospects in the marine and defence engineering segment.

O. 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.

P. 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, 2026.

Q. 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:

During the Financial Year 2025–26, the Company allotted 60,54,144 equity shares of face value Re. 1/- each under the Company's Employee Stock Option Scheme, as approved by the Nomination and Remuneration Committee ("NRC"), as detailed below:

The above allotments were made pursuant to the Company's Employee Stock Option Scheme approved by the Members at the Extra-Ordinary General Meeting held on January 24, 2022. 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 under review, the Nomination and Remuneration Committee, at its meetings held from time to time, approved the grant of Employee Stock Options under the "Lloyds Steels Industries Limited Employee Stock Option Plan – 2021", as approved by the Members of the Company at the Extra-Ordinary General Meeting held on January 24, 2022, and in respect of which the Company has obtained In-principle approvals from the Stock Exchanges.

The details of the options granted during the year are as follows:

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 in Annexure I. The details required to be disclosed under SEBI Guidelines are available on the website of the Company at www.lloydsengg.in .

R. DIRECTORSANDKEYMANAGERIALPERSONNEL.

During the year under review, there were following changes in the Directors of the Company:

a) Mr. Ashok Kumar Sharma (DIN: 09352764), Independent Director of the Company, tendered his resignation from the office of Director with effect from the close of business hours on July 1, 2025, due to personal reasons and unavoidable circumstances, which prevented him from devoting sufficient time to the affairs of the Company. The Board of Directors, at its meeting, took note of and accepted his resignation. The Board placed on record its sincere appreciation for the valuable guidance, support, and contributions made by Mr. Sharma during his tenure as an Independent Director and wished him success in all his future endeavours.

b) The Board of Directors of the Company, at its meeting held on July 1, 2025, approved the appointment of Mrs. Alka Upadhyay (DIN: 11165427) as an Additional Director in the capacity of Independent Director on the Board of the Company for a term not exceeding five consecutive years, commencing from July 1, 2025 up to September 30, 2029, subject to the approval of the Members of the Company. Pursuant to the provisions of Section 161 of the Companies Act, 2013, Mrs. Upadhyay shall hold office up to the date of the ensuing Annual General Meeting and is eligible for appointment as a Director, not liable to retire by rotation. Further, in terms of Regulation 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company obtained approval of the Members at the Annual General Meeting held on August 21, 2025 for her appointment as an Independent Director. Mrs. Upadhyay, aged 54 years, holds a Bachelor's degree in Metallurgical Engineering from BIT Sindri and is also an alumna of Harvard Business School, having completed the Senior Executive Leadership Program. She is a seasoned sustainability and industry professional with nearly three decades of diverse experience across industrial and professional services sectors. Her areas of expertise include business development, low-carbon strategy formulation, operational excellence, and leading large-scale transformation and change management initiatives.

c) The Board of Directors of the Company, at its meeting held on July 1, 2025, approved the appointment of Mr. Ashok Tandon (DIN: 00028301) as an Additional Director in the capacity of Independent Director on the Board of the Company for a term not exceeding five consecutive years, commencing from July 2, 2025 up to September 30, 2029, subject to the approval of the Members of the Company. Pursuant to the provisions of Section 161 of the Companies Act, 2013, Mr. Tandon shall hold office up to the date of the ensuing Annual General Meeting and is eligible for appointment as a Director, not liable to retire by rotation. Further, in terms of Regulation 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company obtained approval of the Members at the Annual General Meeting held on August 21, 2026 for his appointment as an Independent Director. Mr. Tandon, aged 66 years, holds a Bachelor's degree in Mechanical Engineering from SGS Institute of Technology & Science, Indore. He is a seasoned engineering professional with over four decades of experience across the Engineering, Steel, Oil & Refinery, and Capital Equipment/EPC sectors. He has held senior leadership positions in several reputed organizations, including Hindustan Petroleum Corporation Limited (HPCL), Ispat Industries Limited, M.N. Dastur & Company Ltd., and the Welspun Group. His extensive career includes significant contributions in public sector environments, including the HPCL Refinery at Visakhapatnam, where he was involved in key projects and operational excellence initiatives. His diverse industry exposure and leadership experience are expected to add significant value to the Company's Board.

Association of Mr. Tandon with the Company

Mr. Tandon was appointed as an Additional Director in the Company on 15^th January 2014 and then regularised as a Non-Executive Director by the Shareholders / Members approval in the Annual General meeting held on 30^th September 2014. Further, he was appointed as a Managing Director on 20^th January 2016 which was subsequently approved by the Shareholder / Members of the Company in their Annual General Meeting held on 31^st August 2016 for a period of 3 years.

Further, he was reappointed as a Managing Director for a further period of 3 years in the Annual General Meeting held on 9^th August 2018 for a period of 3 years i.e. from 20^th January 2019 till 19^th January 2022. Mr. Tandon resigned from the Office of Managing Director from the closure of business hours of 31^st March 2021 as he has surpassed Superannuation age of 62 years by managing the affairs of the Company. However, he was associated with the Company by his appointment as a Non-Executive Director from 1^st April 2021 with the approval of Shareholders / Members in their Annual General Meeting held on 15^th July 2021.

In view of the above, it could come out that Mr. Tandon has served more than 3 years of cooling period as he was not associated in day-to-day affairs of the Company and proposed to be appointed as an Independent Director of the Company.

d) The Board of Directors of the Company, at its meeting held on February 4, 2026, approved the appointment of Mr. Vinay Kumar Tripathi (DIN: 09463988) as an Additional Director in the capacity of Independent Director on the Board of the Company for a term not exceeding five consecutive years, commencing from February 4, 2026 up to September 30, 2030, subject to the approval of the Members of the Company. Pursuant to the provisions of Section 161 of the Companies Act, 2013, Mr. Tripathi shall hold office up to the date of the ensuing Annual General Meeting and is eligible for appointment as a Director, not liable to retire by rotation. Further, in terms of Regulation 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company obtained approval of the Members at the Extraordinary General Meeting held on March 27, 2026 for his appointment as an Independent Director.

Mr. Vinay Kumar Tripathi, B.E. (Electrical Engineering) from IIT Roorkee, is a distinguished former Indian Railways officer who retired as Chairman & CEO, Railway Board and Ex-Officio Principal Secretary to the Government of India. He joined the Indian Railway Service of Electrical Engineers (IRSEE) in the 1983 batch and served Indian Railways for around 38 years in various key techno-managerial positions, including Divisional Railway Manager, Chief Electrical Service Engineer, Additional General Manager, Additional Member (Traction), and General Manager across multiple zones such as Western, North Central, and North Eastern Railways. During his career, he contributed significantly to the indigenisation of electric locomotive technologies, adoption of three-phase traction systems, large-scale electrification, and implementation of solar energy initiatives, along with major infrastructure development and passenger amenity improvements. He played a pivotal role in capacity augmentation, network decongestion, and operational efficiency enhancements, including complete gauge conversion and electrification of North Eastern Railway, and workforce upskilling under the Skill India Mission. His tenure is widely recognised for driving modernization, efficiency, and transformational change in Indian Railways, earning several national-level accolades including the National Energy Conservation Award. e) The Board of Directors of the Company, at its meeting held on February 4, 2026, approved the appointment of Mr. Apurva Chandra (DIN: 02531655) as an Additional Director in the capacity of Independent Director on the Board of the Company for a term not exceeding five consecutive years, commencing from February 4, 2026 up to September 30, 2030, subject to the approval of the Members of the Company. Pursuant to the provisions of Section 161 of the Companies Act, 2013, Mr. Chandra shall hold office up to the date of the ensuing Annual General Meeting and is eligible for appointment as a Director, not liable to retire by rotation. Further, in terms of Regulation 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company obtained approval of the Members at the Extraordinary General Meeting held on March 27, 2026 for his appointment as an Independent Director.

Mr. Apurva Chandra (DIN: 02531655) is a senior Indian Administrative Service (IAS) officer of the 1988 batch (Maharashtra cadre) with over 36 years of experience in public administration, policy formulation, regulatory reforms, and industrial development. He superannuated from Government service on September 30, 2024 and is currently serving as Principal Advisor to the Ministry of Defence, Government of India, where he is engaged in defence procurement reforms and review of the Defence Acquisition Procedure (DAP), 2020. During his distinguished career, he has held several key positions including Secretary, Ministry of Health & Family Welfare; Ministry of Information & Broadcasting; Ministry of Labour & Employment; and Director General (Acquisition), Ministry of Defence, where he led major defence capital acquisitions and contributed significantly to indigenisation and reforms under the "Make in India" initiative. He has also served as Principal Secretary (Industries), Government of Maharashtra, driving large-scale industrial promotion, investment facilitation, and development of key industrial corridors, while improving India's Ease of Doing Business ranking. He has represented India at various international forums including the International Labour Organization (ILO) and World Health Assembly. He holds engineering degrees from IIT Delhi and has also served on the boards of several listed companies, bringing extensive expertise in governance, public policy, and strategic oversight. f) The Board of Directors of the Company, at its meeting held on February 4, 2026, approved the appointment of Mr. Balasubramanian Prabhakaran (DIN: 01428366) as an Additional Director on the Board of the Company in the category of Non-Executive Non-Independent

Director, and subsequently recommended his appointment as a Non-Executive Non-Independent Director for a term not exceeding five consecutive years, commencing from February 4, 2026 up to September 30, 2030, subject to approval of the Members of the Company and requisite regulatory approvals. Pursuant to the provisions of Section 161 of the Companies Act, 2013, Mr. Prabhakaran shall hold office up to the date of the ensuing Annual General Meeting and is eligible for appointment as a Director, liable to retire by rotation. Further, in terms of Regulation 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company obtained approval of the Members at the Extraordinary General Meeting held on March 27, 2026 for his appointment as a Director.

Mr. Balasubramanian Prabhakaran is the Managing Director of Lloyds Metals and Energy Limited and Founder & Managing Director of Thriveni Earthmovers, with over three decades of experience in the mining and infrastructure sector. He has been instrumental in transforming Lloyds Metals into a fully integrated mine-to-beneficiation operation, including development of beneficiation plants, slurry pipeline, logistics infrastructure, and adoption of advanced, technology-driven and sustainable mining practices. Under his leadership, the Company has also strengthened its ESG framework, operational efficiency, and community development initiatives, including large-scale livelihood, skill development, and social welfare programmes through the Lloyds Infinite Foundation. His leadership is widely recognised for combining operational excellence with sustainable and inclusive growth.

Based on his experience and expertise, the Board considers his appointment as a Non-Executive Non-Independent Director to be in the best interest of the Company. He is eligible for appointment under Section 164 of the Companies Act, 2013 and has provided his consent and necessary declarations, including confirmation that he is not debarred from holding the office of Director by any regulatory authority. He does not hold any equity shares in the Company, and none of his relatives hold any shares. A brief profile is provided in Annexure A in compliance with Regulation 36(3) of SEBI (LODR) Regulations, 2015 and SS-2. He shall be entitled to sitting fees for attending Board and Committee meetings, and the Board recommends his appointment for approval of the Members of the Company.

g) In terms of Section 149 and other applicable provisions of the Companies Act, 2013 ("Act") and the rules made thereunder, Mr. Kishor Kumar Mohanlal Pradhan (DIN: 02749508) was appointed as a Non-Executive Independent Director of the Company for a term of five years from July 22, 2021 to July 21, 2026. Accordingly, he is due for completion of his first term on July 22, 2026. In accordance with Section 149(10) of the Act, an Independent Director is eligible for re-appointment for a second term of up to five consecutive years, subject to approval of the Members by a special resolution. Based on the outcome of the performance evaluation carried out by the Independent Directors, and on the recommendation of the Nomination and Remuneration Committee, the Board is satisfied that Mr. Pradhan continues to meet the criteria of independence under the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and that his continued association would be in the interest of the Company considering his experience and expertise. Accordingly, the Board recommends his re-appointment as an Independent Director for a second term of five consecutive years from July 22, 2026 to July 21, 2031, not liable to retire by rotation, subject to approval of the Members. The said appointment was approved by the Members at the Extraordinary General Meeting held on March 27, 2026.

Mr. Pradhan, aged 67 years, is a seasoned banking and financial services professional with over 37 years of extensive experience in India's banking sector. He has worked with reputed institutions including Indian Airlines, Reserve Bank of India, Bank of India, and Industrial Development Bank of India (IDBI), where he joined in 1983 and retired as General Manager after a distinguished career. During his tenure at IDBI, he handled a wide range of critical functions across diverse domains such as Project Finance, Central Administration, Research, Central Accounts, Resource Management, Human Resources, Recovery and Non-Performing Asset (NPA) Management, Audit, Business Development, and Strategic Planning, thereby developing deep expertise in banking operations, credit appraisal, risk management, and institutional governance. He was also deputed for three years as Chief Executive Incharge of Investor Services of India Limited, a subsidiary of IDBI, where he was responsible for overall operational and strategic management. Through his long and diverse career, Mr. Pradhan has developed strong analytical capabilities, regulatory understanding, and leadership skills in managing complex financial and administrative functions. His vast experience in banking and financial oversight has been of significant value to the Board, and he continues to provide meaningful insights and guidance contributing to the Company's governance, financial prudence, and overall strategic direction.

Statement of Board of Directors:

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

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

Procedure for Nomination and Appointment of Directors:

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

Criteria for determining Qualifications, Positive Attributes and Independence of a Director:

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

Board Evaluation

The Board has carried out the annual evaluation of its own performance and that of its committees and individual Directors for the year pursuant to the provisions of the Act and the SEBI Listing Regulations. The exercise of performance evaluation was carried out electronically through a secure application, reducing the cycle time to make documents available to the Board/Committee Members and in increasing confidentiality and accuracy. The performance of the Board and individual Directors was evaluated by the Board after seeking inputs from all the Directors. The criteria for performance evaluation of the Board included aspects such as Board composition and structure, effectiveness of Board processes, contribution in the long-term strategic planning, etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

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

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

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

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

During the year, there were no changes regarding ceasing of Subsidiaries/Associates/Joint Ventures of the Company as on 31^st March, 2026.

T. DISCLOSURE RELATED TO BOARD AND CORPORATE GOVERNANCE: a. Number of Meetings of the Board: Total 11 (Eleven) Board Meetings were held during the financial year 2025-26 as required u/s 134 (3) (b) of the Companies Act, 2013 the details of which are as under:

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

b. Committees of the Board:

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

c. Corporate Governance:

The Company 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 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 4^th February, 2026 as required under Schedule IV to the Act (Code for Independent Directors) and Regulation 25(3) of the SEBI Listing Regulations. At their Meeting, the Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole including the Chairman of the Board after taking the views of Executive and Non-Executive Directors and also assessed the quality, quantity and timeliness of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. They also reviewed the performance of the Whole Time Directors of the Company taking into account the views of the Directors. Apart from 4^th February 2026, the Independent Directors also met on 29^th December 2025 in order to discuss and approve the scheme and other details related to Merger.

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

Independent Directors 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 four (4) Non-Executive Independent Directors which comprise around 57%, including one (1) Woman Director comprising 14% of the total strength of the Board of Directors. The maximum tenure of the Independent Directors is in accordance with the Act and the SEBI Listing Regulations. The NRC identifies candidates based on certain criteria laid down and takes into consideration the need for diversity of the Board which, inter alia, includes skills, knowledge and experience and accordingly makes its recommendations to the Board.

f. Declaration by Independent Directors:

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

g. Terms and conditions of appointment of Independent Directors:

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

h. Induction and Familiarisation Programme for Independent Directors:

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

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

Pursuant to Regulation 25(7) of the SEBI Listing Regulations, the Company imparted various familiarisation programmes to its Directors. The Directors are also regularly updated by sharing various useful reading material relating to the Company's performance, operations, business highlights. Pursuant to Regulation 46 of the SEBI Listing Regulations, the details of such familiarisation programmes during FY 2025-26 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 one (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.

U. 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 31,2026, 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, 2026 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.

V. 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.

W. 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 2026 is available on the website of the Company at www.lloydsengg.in .

X. 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.

Y. AUDITORS:

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

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

Statutory Auditors: In terms of provisions of Section 139 of the Companies Act 2013, M/s. S Y Lodha and Associates, Chartered Accountants (ICAI Firm Registration No. 136002W) were appointed as Statutory Auditors of the Company for first term of five (5) consecutive years from the conclusion of the 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 said 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 2025-26, 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, 2026 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. 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 meeting held on 7^th May 2025 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 2025-26.

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 2025-26, 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 32^nd Annual General Meeting Notice.

(D) Secretarial Audit Report and Secretarial Compliance Report: Company Secretary, the Secretarial Auditor of the Company, in Form No. MR-3 for the financial year 2025– 26 is duly annexed herewith vide ‘Annexure E' and forms integral part of this Annual Report and Secretarial Compliance Report for Financial Year 2025-26 is duly annexed herewith vide ‘Annexure E1'.

The Secretarial Audit Report and Secretarial Compliance Report for the financial year 2025-26, does not contain any qualification, reservation, or adverse remark, hence it does 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 32^nd Annual General Meeting.

Also, the Secretarial Audit Report of material subsidiary i.e. Techno Industries Private Limited and Metalfab Hightech Private Limited forms an integral part of this Annual Report 2025-26, duly annexed herewith as ‘Annexure E2' and

(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 2026-27 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 32^nd 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 2026-27 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.

Z. 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.

AA. 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 2025-26 are stated in Notes to the Audited Financial Statements of the Company as annexed to this Annual Report.

BB. 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.

CC. 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 .

DD. 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 2025-26 is enclosed as ‘Annexure H' to this Report.

EE. 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 .

FF. 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.

GG.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).

HH. DEMATERIALIZATION OF SHARES:

As on March 31, 2026 there were 139,15,40,278 Fully paid Equity Shares dematerialised through depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited, which represents about 99.48% 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. As partly paid shares of Rights Issue can only be issued via Demat, the dematerialisation of shares for rights Issue has not been disclosed separately.

II. 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.

JJ. CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company and its subsidiary for FY 2025-26 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 .

KK. 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.

LL. 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.

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

During the year under review, there were no instances of utilization of funds raised through Preferential Allotment or Qualified Institutions Placement as specified under regulation 32 (7a).

NN.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. 2025 -26:

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 Whole Time Directors / Executive Directors nor the Chief Financial Officer of the Company receives any remuneration or commission from any other Company.

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

e) No fraud has been reported by the Auditor in their Audit Report for F.Y. 2025 - 26, 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.

h) The Company affirms that it has complied with the applicable provisions of the Maternity Benefit Act, 1961, as amended from time to time. The Company is committed to providing maternity benefits and related facilities to all eligible women employees in accordance with the requirements of the said Act and the Company's policies.

OO.ENCLOSURES:

PP. 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.