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 .

Lloyds Enterprises Limited held its Board of Directors meeting on Friday, May 8, 2026, approving the audited standalone and consolidated financial results for the quarter and financial year ended March 31, 2026, pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The meeting commenced at 11:50 A.M. (IST) and concluded at 12:55 P.M. (IST), and was signed off by Pranjal Mahapure, Company Secretary & Compliance Officer. The results were reviewed and recommended by the Audit Committee prior to board approval. Subsequently, pursuant to Regulations 30 and 47 of the SEBI (LODR) Regulations, 2015, an extract of the audited standalone and consolidated financial results was published in Business Standard (English – All Editions) and Mumbai Lakshadweep (Marathi) on Saturday, May 9, 2026. Q4 consolidated net profit stood at 381M rupees versus 94M rupees in the year-ago period, with Q4 EBITDA expanding to 452M rupees from 248M rupees and EBITDA margin improving to 6.3% from 5.1% year-on-year.

Standalone Financial Performance

On a standalone basis, Lloyds Enterprises reported a significant improvement in financial performance for FY26. The following table summarises the key standalone financial metrics:

Standalone total income for FY26 stood at ₹812.09 crore compared to ₹626.76 crore in FY25, while net profit surged to ₹268.09 crore from ₹16.43 crore in the prior year. Paid-up equity share capital as at March 31, 2026 stood at ₹151.04 crore (face value of ₹1 each), and other equity was ₹5,044.64 crore. On the cash flow front, standalone cash and cash equivalents rose to ₹37.02 crore from ₹25.16 crore, with net cash outflow from operating activities at ₹33.47 crore and net cash inflow from financing activities at ₹1,092.52 crore. The statutory auditors, M/s. Todarwal & Todarwal LLP, issued an unmodified (unqualified) audit opinion on the standalone results.

Consolidated Financial Performance

On a consolidated basis, Lloyds Enterprises reported strong growth across all key metrics for FY26. The consolidated results include subsidiary companies — Lloyds Engineering Works Limited, Lloyds Realty Developers Limited, Indrajit Properties Private Limited — associate companies, and step-down subsidiaries including Techno Industries Private Limited, Metalfab Hightech Private Limited, and Lloyds Advance Defense System Limited, among others.

Consolidated total income for FY26 grew to ₹2,183.71 crore from ₹1,570.93 crore in FY25. Profit for the period on a consolidated basis rose to ₹416.96 crore from ₹123.39 crore. Consolidated other equity stood at ₹5,281.69 crore and non-controlling interest at ₹1,290.14 crore as at March 31, 2026. Total consolidated assets stood at ₹7,180.18 crore versus ₹4,257.43 crore in the prior year. Consolidated cash and cash equivalents at the end of the period stood at ₹586.24 crore compared to ₹45.59 crore in the prior year, supported by net cash inflow from financing activities of ₹2,488.85 crore.

Q4 Consolidated Key Metrics

The table below highlights the key Q4 consolidated performance indicators on a year-on-year basis:

Segment Performance

The company operates across four reportable segments — Real Estate, Steel, Engineering, and Electrical — as per Ind AS 108. The Engineering segment was the largest revenue contributor for FY26, followed by Steel. The table below presents segment-wise revenue and results:

Dividend and Corporate Actions

The board recommended a Final Dividend of Re. 0.05 per equity share (i.e., 5%) of face value Re. 1 each for the financial year ended March 31, 2026, subject to shareholders' approval at the ensuing Annual General Meeting (AGM). Details regarding book closure and record date for dividend payment will be intimated separately.

During the year, the company undertook several significant corporate actions. Lloyds Enterprises entered into loan agreements with Tata Capital Limited (₹211 crore), Bajaj Finance Limited (₹75 crore), and Jio Credit Limited (₹75 crore), aggregating to ₹361 crore, with proceeds utilised towards meeting the balance consideration of 75,00,002 share warrants of Lloyds Metals and Energy Limited. The Rights Issue Committee approved the First and Final Call on 25,44,25,324 partly paid-up equity shares at ₹19.50 per share, with participation received for 22,20,75,481 shares. The company also sold its stake in subsidiary Lloyds Engineering Works Limited totalling 3,42,54,299 shares during the year. Additionally, a strategic investment was made in Geomysore Services India Pvt. Ltd., acquiring a significant stake in India's first privately operated gold mine since Independence. Subsidiary Lloyds Realty Developers Limited entered into a MOU for acquiring 51% holding in Calculus Logistech Pvt. Ltd. for a total consideration of INR 60 crores with a commitment of further investment of INR 242 crores in multiple tranches.

Board and Auditor Changes

The board approved several governance-related decisions at the meeting. The key appointments and re-appointments are summarised below:

The board also approved a Composite Scheme of Arrangement on December 22, 2025, for the merger of Lloyds Realty Developers Limited and Indrajit Properties Private Limited into Lloyds Enterprises Limited, and the demerger of the Real Estate Business Undertaking into Lloyds Realty Limited. The scheme has been filed with BSE and NSE. The trading window for designated persons, which had been closed since April 1, 2026, will reopen 48 hours after the announcement of the audited financial results. The audited results are available on the BSE, NSE, and the company's website at www.lloydsenterprises.in .