Lloyds Enterprises Limited has announced the outcome of its postal ballot conducted through remote e-voting, which concluded on May 16, 2026. The company sought shareholder approval on four key resolutions concerning financial powers and related party transactions. The remote e-voting process commenced on April 17, 2026, and the scrutinizer, Mr. Mitesh Shah, has validated the results.

Voting Results Overview

All four resolutions placed before the shareholders were passed with the requisite majority. The voting covered approvals for exceeding prescribed limits on loans and investments, overall borrowing powers, and the creation of charges on company assets. Additionally, shareholders voted on a special resolution regarding material related party transactions with Geomysore Services India Pvt Ltd.

Detailed Resolution Outcomes

The scrutinizer's report provided a breakdown of the votes cast for each resolution. The first three items were Special Resolutions under the Companies Act, 2013, while the fourth was an Ordinary Resolution.

Shareholder Participation

The voting rights were reckoned as on April 10, 2026. A total of 70,854 members were on the record date. The participation was driven by remote e-voting, with the Promoter and Promoter Group casting 957,419,922 votes in favour of the first three resolutions. Public shareholders, both institutions and non-institutions, also participated significantly in the e-voting process.

The scrutinizer confirmed that the resolutions were deemed to be passed on the last date of the remote e-voting period, May 16, 2026. The company has uploaded the detailed voting results and the scrutinizer's report on its website.

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.