Lloyds Engineering Works Limited has successfully completed its strategic merger by absorption of three group companies, creating a unified engineering and infrastructure solutions provider with a combined order book of ₹6,150 crore. The merger, effective from April 1, transforms the company from a premium equipment manufacturer into a complete design-to-execution solutions provider.

Merger Structure and Entity Integration

The board approved merger involves the absorption of Lloyds Infrastructure & Construction Limited (LICL), Metalfab Hightech Private Limited, and Techno Industries Private Limited into Lloyds Engineering Works Limited as the absorbing entity. The transaction has been structured under Sections 230 to 232 of the Companies Act, 2013, with regulatory compliance under SEBI Listing Regulations.

Combined Financial Performance

The merged entity demonstrates strong operational performance with consolidated financials showing significant scale and profitability. The combined performance for H1FY26 reflects the power of integration across manufacturing and infrastructure execution capabilities.

Strategic Business Integration

The merger creates vertical integration across the entire industrial value chain, combining design capabilities through Lloyds Consulting Engineers, manufacturing precision of LEWL and Metalfab, and execution strength of LICL. This integration eliminates operational silos and enables the company to bid for larger, multi-disciplinary contracts while capturing value at every project stage.

Major Order Wins and Market Position

The combined entity has secured significant contracts demonstrating enhanced market competitiveness. LEWL standalone achieved a landmark consortium deal with Primetals worth ₹613 crore plus €18 million from SAIL-IISCO Steel Plant, while LICL expanded its portfolio with a road project exceeding ₹350 crore, diversifying beyond industrial EPC.

Shareholding Structure Post-Merger

The merger expands the total equity base to 185.52 crore shares from the pre-merger base of 147.42 crore shares. Mr. B Prabhakaran and family, along with controlled entities, will hold 21.03% stake in the expanded entity, reinforcing long-term promoter commitment to the company's growth trajectory.

Regulatory Approvals and Implementation

The merger requires approvals from the National Company Law Tribunal (NCLT), Competition Commission of India (CCI), and other regulatory authorities. The transaction qualifies as a related party transaction conducted on an arm's length basis, with professional valuation and fairness opinions obtained to ensure compliance with regulatory requirements.

Lloyds Engineering Works Limited has announced a significant employee stock option grant to strengthen its associate company operations. The company's Nomination and Remuneration Committee (NRC) approved the allocation of stock options on December 26, 2025, marking an important milestone in employee incentivization across the group.

ESOP Grant Details

The NRC approved the grant of 11,55,074 employee stock options to employees of Lloyds Infrastructure Construction Limited, an associate company. These options fall under the Lloyds Steels Industries Limited Employee Stock Option Plan-2021, which has received in-principle approval from both BSE Limited and National Stock Exchange of India Limited.

Vesting and Exercise Terms

The granted options come with specific vesting and exercise conditions designed to align employee interests with long-term company performance. The vesting schedule provides flexibility while ensuring sustained employee engagement.

Financial Impact

The ESOP grant represents a substantial financial commitment and potential value creation for the company. Upon full exercise of all granted options, the company stands to realize significant proceeds.

The key financial metrics include:

• Total shares covered: 11,55,074 equity shares upon exercise
• Potential money realization: ₹1.09 crores if all options are exercised
• Share conversion: Each option converts to one equity share of the company

Regulatory Compliance

The ESOP grant complies with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended from time to time. The company has fulfilled all disclosure requirements under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and SEBI Master Circular dated November 11, 2024.

This ESOP grant demonstrates Lloyds Engineering Works' commitment to employee retention and motivation across its associate companies, potentially enhancing operational synergies within the group structure.