Lloyds Engineering Works has scheduled a board meeting for June 18, 2026, to consider the issuance of equity shares on a preferential basis. The company intends to seek approval for the allotment in accordance with the Companies Act, 2013, and the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018. The proposed issuance is subject to necessary regulatory and statutory approvals, as well as the consent of the shareholders.

The meeting will be held pursuant to Regulation 29 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. In addition to the preferential allotment, the board will consider any other matters with the permission of the chair.

Consequently, the trading window for designated persons and their relatives has been closed from June 15, 2026. This restriction will remain in effect until 48 hours after the announcement regarding the board meeting is made available to the public on June 18, 2026. The closure is in line with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, and the company's internal Code of Conduct.

Key Meeting Details

The preferential allotment requires the approval of shareholders, indicating a potential change in the company's equity structure. The board's decision will be contingent upon compliance with the applicable legal and regulatory framework.

Lloyds Engineering Works Limited has received No Objection Certificates (NOCs) from the National Stock Exchange of India (NSE) and BSE Limited for its proposed Scheme of Merger by Absorption. The scheme involves the absorption of Lloyds Infrastructure & Construction Limited, Metalfab Hightech Private Limited, and Techno Industries Private Limited, along with their respective shareholders. The intimation was submitted to the exchanges on May 19, 2026.

Regulatory Approvals

The NSE issued its observation letter conveying no objection on May 18, 2026, followed by the BSE on May 19, 2026. These approvals are granted under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The exchanges have provided specific observations regarding disclosures to be made before the National Company Law Tribunal (NCLT) and shareholders.

Scheme Conditions and Observations

The stock exchanges have mandated several conditions for the company to comply with. These include ensuring that all liabilities of the transferor companies are transferred to the transferee company and disclosing details of any ongoing adjudication or recovery proceedings against the company, its promoters, and directors. Additionally, the company must disclose the impact of the scheme on revenue, the rationale for the merger, and the valuation report in the explanatory statement sent to shareholders.

The validity of the observation letters is six months from the date of issuance, within which the company must submit the scheme to the NCLT. The exchanges have clarified that the NOC does not absolve the company from complying with other applicable laws and regulations.

Next Steps

The Scheme of Merger by Absorption remains subject to the receipt of necessary statutory and regulatory approvals. This includes approvals from the respective shareholders and creditors of the companies involved, as well as the jurisdictional NCLT. The company is required to file a compliance status report with the exchanges confirming adherence to the observations provided.