Lloyds Engineering Works Limited (NSE: LLOYDSENGG | BSE: 539992)

Introduction

Lloyds Engineering Works Limited (LEWL) has issued a statutory notice to its unsecured creditors regarding a forthcoming meeting convened under the directions of the National Company Law Tribunal (NCLT), Mumbai Bench. The notice, dated 11 September 2026, outlines the agenda to consider and potentially approve a Scheme of Merger by Absorption involving three applicant companies.

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1. Meeting of Unsecured Creditors

Item	Details
Purpose	Consideration and approval (with or without modifications) of the Scheme of Merger by Absorption.
Date & Time	Friday, 16 October 2026 at 2:45 p.m. (IST)
Mode	Video Conferencing / Other Audio‑Visual Means (VC/OAVM). Physical attendance not required.
Remote e‑voting window	12 Oct 2026 09:00 a.m. – 15 Oct 2026 05:00 p.m. (IST)
Facilitator	National Securities Depository Limited (NSDL) – remote e‑voting and VC/OAVM access.
Chairperson	Mr. Pranay Luniya (Chartered Accountant).
Scrutinizer	Mr. Harshvardhan Tarkas (COP No. A24169, ACS 30701).
Eligibility	Only creditors on the register as of 31 Mar 2026 may vote.

The notice and all supporting annexures are available on the company website https://lloydsengg.in/scheme-of-merger/ and on NSDL’s e‑voting portal.

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2. Scheme of Merger – Core Elements

• Target Companies (Transferors)

  1. Lloyds Infrastructure & Construction Limited (LICL) – CIN U42101MH2023PLC400727
  2. Metalfab Hightech Private Limited (MHPL) – CIN U65921MH1996PTC162306
  3. Techno Industries Private Limited (TIPL) – CIN U32109MH2000PTC469746

• Transferee – Lloyds Engineering Works Limited (LEWL) – CIN L28900MH1994PLC081235

• Board Approvals – All four boards approved the Scheme on 29 December 2025.

• Share Exchange Ratios

  • LICL shareholders – 1,798 LEWL shares (₹1 face value) for every 1,500 LICL shares (₹1 face value).
  • MHPL shareholders – 94 LEWL shares (₹1 face value) for every 5 MHPL shares (₹10 face value).
  • TIPL – Wholly owned by LEWL; no consideration required from TIPL shareholders.

• Resulting Structure – LICL, MHPL and TIPL will be merged into LEWL and dissolved without winding‑up. Existing equity of the transferors held by LEWL will be cancelled, and new LEWL shares will be issued to the transferors’ shareholders as per the ratios above.

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3. Rationale & Expected Benefits

The explanatory statement (Section 230/232) highlights several strategic advantages:

1. Scale & Order Book – Access to LICL’s order book of > ₹4,500 crore, enhancing LEWL’s capability to bid for larger, multidisciplinary projects.
2. Asset & Capital Synergy – Combined assets, technical expertise, and capital base to drive growth and expansion.
3. Operational Efficiency – Elimination of duplicate functions, centralized management, and optimized resource utilization.
4. Cost Synergies – Reduction in general & administrative expenses and compliance costs, delivering economies of scale.
5. Financial Strength – Larger net‑worth and stronger balance sheet, improving cash‑flow management, borrowing capacity, and reducing financing costs.
6. Governance & Transparency – Simplified shareholding structure and enhanced corporate‑governance standards.

The company asserts that the merger is in the interest of shareholders, creditors, and all stakeholders and is not prejudicial to any party.

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4. Regulatory & Compliance Framework

• NCLT Order – dated 19 August 2026 (Company Scheme Application No. C.A.(CAA)/124/MB/2026).
• Companies Act, 2013 – Sections 230‑232, 108, 102, and related rules (Compromises, Arrangements and Amalgamations Rules, 2016).
• SEBI Listing Regulations – Compliance with SEBI Circular SEBI/HO/CFD/POD‑2/P/CIR/2023/93 and other applicable circulars.
• MCA Circulars – General Circular No. 03/2025 and No. 09/2024.
• Secretarial Standard‑2 (SS‑2) – Governing general meetings.
• Observations from Exchanges – Annexures include observation letters from BSE (May 19 2026) and NSE (May 18 2026).

All required documents, including the explanatory statement, share‑entitlement ratio report, fairness opinion, and audited financial statements of the four entities, are annexed to the notice.

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5. Next Steps

1. Remote e‑voting – Creditors may cast votes between 12 Oct and 15 Oct 2026 via NSDL’s portal.
2. Meeting – Live VC/OAVM session on 16 Oct 2026; votes can also be cast during the meeting.
3. Post‑Meeting – If the Scheme is approved, it will be subject to final sanction by the NCLT and any other regulatory approvals (e.g., Competition Commission of India, lending banks).
4. Implementation – Upon sanction, the merger will be effected, and share allotments will be executed as per the approved ratios.

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Bottom Line for Investors

• The proposed merger aims to create a larger, diversified engineering and infrastructure entity with a robust order book and enhanced financial capacity.
• Creditors’ approval is a critical prerequisite; the meeting and e‑voting process are fully digital, with clear timelines.
• The company has complied with all statutory and regulatory requirements, attaching extensive supporting documentation for creditor review.

Investors should monitor the outcome of the unsecured creditors’ meeting (16 Oct 2026) and any subsequent NCLT order, as these will determine the final structure and capital composition of Lloyds Engineering Works Limited.