Lloyds Enterprises Limited has announced that its material subsidiary, Lloyds Engineering Works Limited (LEWL), has received No Objection Certificates (NOCs) from the National Stock Exchange of India Limited (NSE) and BSE Limited for the proposed Scheme of Merger by Absorption. The NSE issued its letter on May 18, 2026, followed by the BSE on May 19, 2026. This development follows the earlier approval granted by the Competition Commission of India (CCI) on May 12, 2026, under Section 31(1) of the Competition Act, 2002.

Scheme Structure and Regulatory Approvals

The scheme involves the merger by absorption of three transferor companies with LEWL as the transferee company. The entities involved include Lloyds Infrastructure & Construction Limited (LICL), Metalfab Hightech Private Limited (MHPL), and Techno Industries Private Limited (TIPL). The merger is being pursued under Sections 230 to 232 of the Companies Act, 2013. The stock exchanges have conveyed their "no objection" to enable the company to file the draft scheme with the National Company Law Tribunal (NCLT).

SEBI Observations and Compliance Requirements

The NOCs from the exchanges were issued based on comments and observations provided by SEBI. The market regulator has mandated several disclosures to be made to shareholders before seeking approval for the scheme. Key requirements include disclosing all details of ongoing adjudication and recovery proceedings against the companies, promoters, and directors. Additionally, the company must ensure that all liabilities of the transferor companies are transferred to the transferee company.

SEBI has also specified that the financials used in the scheme, including those for the valuation report, must not be older than six months. The explanatory statement sent to shareholders must include the impact of the scheme on revenue, the rationale for the merger, synergies, and a cost-benefit analysis. Furthermore, the company is required to disclose the shareholding pattern pre and post-merger, details of assets and liabilities being transferred, and the status of NOCs from lending institutions.

Next Steps

With the necessary regulatory clearances from the CCI, NSE, and BSE in place, LEWL is now positioned to file the petition with the NCLT. The validity of the observation letters is six months from the date of issuance. The exchanges have reserved the right to raise objections at any stage if the information provided is found to be incomplete or misleading.

Lloyds Enterprises Limited has received key regulatory clearances from both major Indian stock exchanges for its proposed Composite Scheme of Arrangement. On May 15, 2026, the company obtained an Observation Letter with "No Adverse Observations" from BSE Limited and an Observation Letter conveying "No Objection" from the National Stock Exchange of India Limited (NSE), marking a significant milestone in the demerger process. The development was intimated to the exchanges on May 16, 2026, under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board of Directors of Lloyds Enterprises Limited had originally approved the Scheme, subject to applicable regulatory and other approvals, as communicated via a letter dated December 22, 2025.

Structure of the Composite Scheme of Arrangement

The Scheme involves four entities and is structured under Sections 230 to 232 read with Section 66 and other applicable provisions of the Companies Act, 2013. The key parties to the Scheme are outlined below:

Key Conditions and SEBI Comments

Both exchanges communicated SEBI's comments on the draft Scheme, which the company is required to address as it proceeds toward filing with the National Company Law Tribunal (NCLT). The principal conditions include:

• Disclosure of all ongoing adjudication, recovery proceedings, prosecution, and enforcement actions against the company, its promoters, and directors before the NCLT and shareholders.
• Any additional information submitted after filing the Scheme with the stock exchanges must be displayed on the websites of the listed company and the stock exchanges.
• Financials included in the Scheme, including those considered for the valuation report, must not be more than six months old.
• The proposed equity shares to be issued under the Scheme shall mandatorily be in demat form only.
• No changes to the draft Scheme, except those mandated by regulators, authorities, or tribunals, shall be made without the specific written consent of SEBI.
• SEBI's and stock exchanges' observations must be incorporated in the petition to be filed before the NCLT.
• The No-Objection letter of the stock exchanges must be disclosed on the company's website within 24 hours of receipt.
• Information pertaining to all unlisted companies involved in the Scheme shall be included in the format specified for abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018.

Disclosure Requirements for Shareholder Approval

As part of the explanatory statement or notice to be sent to shareholders while seeking approval under Sections 230 to 232 of the Companies Act, 2013, the company is required to disclose the following:

• Valuation Report and any addendum or clarification issued by a Registered Valuer.
• Projections considered for valuation of entities involved, along with justification for growth rates.
• Need for the demerger, rationale of the Scheme, swap ratio, synergies, impact on minority shareholders, and cost-benefit analysis.
• Details of Revenue, PAT, and EBIDTA of all companies involved in the Scheme for the last three years, along with audited financials.
• Value of assets and liabilities of the transferor and demerged companies being transferred, and the post-merger balance sheet of the transferee company.
• No Objection Certificate (NOC) from lending scheduled commercial banks, financial institutions, and debenture trustees.
• Conditions imposed by lenders, if any, and their impact on the Scheme.
• Undertaking with respect to the association of the promoter and promoter group of the entities involved in the Scheme with the public shareholders.
• Details of shareholders of the transferor companies and their classification as Promoters or Public shareholders in the transferee or resulting company post-Scheme.
• Latest financials of entities involved in the Scheme, not older than six months from the date of NOC of the stock exchange, updated on the website and disclosed in the explanatory statement.

Listing of Lloyds Realty Limited

NSE has noted that the listing of Lloyds Realty Limited pursuant to the Scheme shall be subject to SEBI approval and the company satisfying specific conditions. These include submitting an Information Memorandum containing all required disclosures about Lloyds Realty Limited, publishing an advertisement in newspapers in line with SEBI Circular No. SEBI/HO/CFD/POD2/P/CIR/2023/93 dated June 20, 2023, and ensuring that steps for listing and commencement of trading are completed within sixty days of receipt of the order of the Hon'ble NCLT. Additionally, shares allotted pursuant to the Scheme shall remain frozen in the depositories system till listing or trading permission is given by the designated stock exchange, and there shall be no change in the shareholding pattern or control in Lloyds Realty Limited between the record date and the listing. The listing of Lloyds Realty Limited on NSE remains at the discretion of the Exchange.

Validity and Next Steps

Both observation letters carry a validity of six months from May 15, 2026, within which the Scheme must be submitted to the NCLT. The Scheme remains subject to the receipt of all necessary statutory and regulatory approvals, including the approvals of the respective shareholders and creditors of the companies involved, and the jurisdictional NCLT. The exchanges have reserved their rights to raise objections or withdraw their observations if information submitted is found to be incomplete, incorrect, misleading, or false. The copy of the observation letters has been made accessible on the company's website at www.lloydsenterprises.in .