Lloyds Enterprises Limited has announced a comprehensive strategic restructuring plan designed to unlock shareholder value in its rapidly expanding real estate business. The board of directors approved a composite scheme of arrangement on December 22, 2025, that will reshape the company's corporate structure through strategic mergers and demerger, creating focused business entities with substantial growth potential.

Massive Development Pipeline and Revenue Potential

The restructuring will position Lloyds Realty Limited as an independent entity with a massive development pipeline in the Mumbai Metropolitan Region. The company has secured significant land assets across prime locations with exceptional revenue generation potential.

The future projects hold a revenue potential of more than ₹7,000 crores in the coming years, representing Lloyds Realty Limited's share of the development pipeline. The total developable potential exceeds 13 million square feet over the next five years.

Composite Scheme Structure and Financial Profile

The approved scheme involves a two-pronged approach combining merger and demerger activities. The merger component includes the consolidation of Lloyds Realty Developers Limited and Indrajit Properties Private Limited into Lloyds Enterprises Limited. Simultaneously, the company will demerge its Real Estate Business Undertaking into the newly formed Lloyds Realty Limited.

Indrajit Properties Private Limited contributes substantial liquidity with reserves exceeding ₹300 crores, which will significantly fortify the balance sheet of the newly listed entity.

Share Exchange Ratios and Mirror Image Structure

The scheme establishes specific share exchange ratios designed to provide proportionate participation for all stakeholders. Equity shareholders of Lloyds Realty Developers Limited will receive 43 fully paid-up equity shares of ₹1.00 each in the transferee company for every 350 shares held. For the demerger component, shareholders of Lloyds Enterprises will receive 1 fully paid-up equity share of ₹1.00 each in Lloyds Realty Limited for every 2 shares held.

The demerger is built on a mirror-image shareholding structure, ensuring that every Lloyds Enterprises shareholder, including those holding partly paid-up shares from the recent Rights Issue, will receive a proportionate stake in the new entity.

Strategic Rationale and Value Creation

The restructuring represents a definitive commitment to strategic clarity and shareholder value creation. By decoupling the high-growth real estate business from core steel trading operations, the company enables business-specific capital allocation and specialized management attention. The separation allows for operational agility, focused capital deployment, and strategic clarity to maximize development potential.

Regulatory Timeline and Listing Plans

The scheme requires comprehensive regulatory approvals including National Company Law Tribunal approval, stock exchange and SEBI clearances, and majority approval from public shareholders. The company will seek listing for Lloyds Realty Limited on BSE Limited and National Stock Exchange of India Limited following the completion of all regulatory requirements.

The transaction has been structured as a related party transaction on an arm's length basis, with independent valuation and fairness opinion ensuring transparency and regulatory compliance.

Lloyds Enterprises Limited has taken significant steps to update its corporate governance structure and seek shareholder approval for key transactions. The company's Board of Directors has approved several important measures that will be put to shareholders for consideration through a postal ballot.

New Articles of Association

The Board has approved the adoption of a new set of Articles of Association (AOA) to align with the Companies Act, 2013. This move represents a comprehensive update to the company's governing document, replacing the existing AOA entirely. The new AOA is based on Table F provisions of the Companies Act, 2013, which provides a standard template for company articles.

Key Approvals Sought from Shareholders

The Board has approved a postal ballot notice seeking shareholder approval for the following items:

1. Material Related Party Transactions
2. Adoption of the new set of Articles of Association
3. Approval for advancing loans, giving guarantees, or providing security under Section 185 of the Companies Act, 2013

Implications for Shareholders

These changes, if approved, could have significant implications for the company's governance and operations:

Updated Governance Framework

The new AOA will modernize the company's internal regulations, potentially affecting shareholder rights, board procedures, and overall corporate governance.

Related Party Transactions

Approval for material related party transactions suggests significant business dealings that shareholders will need to evaluate.

Financial Flexibility

The approval sought under Section 185 of the Companies Act could provide the company with more flexibility in financial dealings with related entities.

Next Steps

Shareholders of Lloyds Enterprises Limited should expect to receive the postal ballot notice in due course. They will have the opportunity to review the proposed changes in detail and cast their votes on these important matters.

The company has not provided specific details about the nature of the related party transactions or the loans and guarantees under consideration. Shareholders are advised to carefully review the postal ballot materials when received to make informed decisions on these proposals.

This move by Lloyds Enterprises Limited demonstrates a commitment to updating its governance structures in line with current legislation and seeking appropriate shareholder approvals for significant corporate actions.