Your Directors are pleased to present the 48^th (Forty Eighth) Annual Report on the business and operations of
Lloyds Metals and Energy Limited, along with Audited Standalone and Consolidated Financial Statements for the
financial year ("FY”) ended 31^st March, 2025.

FINANCIAL PERFORMANCE AND THE STATE OF THE COMPANY’S AFFAIRS

PERFORMANCE HIGHLIGHTS FOR THE YEAR
AND OUTLOOK
Review of Operations

The Company during the year had 04 (four) separate
business segments - Mining, manufacturing of Sponge
Iron, generation of Power and trading of Pellets.
The Segment wise performances are as below:

Mining

The Iron ore mining activities continued its operating
excellence at Surjagarh area of Gadchiroli district of the
State of Maharashtra.

The Company during the period under review was
able to mine its rated capacity of 10 MNT per annum
successfully. To meet the increasing demand for iron
ore and steer the organic growth, the Company has
planned to increase the iron ore capacity from this

mine. Accordingly, the Company is in the process of
increasing its mining capacity from 10 Million Tonnes
per annum to 55 Million Tonnes per annum.

The iron ore production is as below:

The Company was also able to sell below quantity of
iron ore:

(Million Tonnes)

The above sale shows a decrease of 1.97% as compared
to the previous Financial Year, on account of higher
captive consumption.

The total income of the mining division is as below:

Sponge Iron Division

During F.Y. 2023-24, the Company undertook various
modernization and overhauling of the DRI plant in
Ghugus to increase its throughput and commenced
its new DRI plant at konsari. Both factors lead to record
output of sponge iron in F.Y.2024-25.

The production of Sponge Iron Division is as below:

The above production quantity shows an increase of
17.65% as compared to the previous Financial Year.

The total income of the division is as below:

The total incomes show an increase of 18.14% as
compared to previous Financial Year.

Power Division

The power division continues to operate smoothly
and sufficiently meeting the in-house requirement
of Sponge Iron. However, the spot demand of power
from the grid remains vibrant, thus the Company sold
surplus power accordingly on the power exchange.

The production of the division was as below:

The production shows an increase of 9.80% as
compared to the previous Financial Year.

The total income of the division was as below:

The total income shows a decrease of 16.86% as
compared to the Previous Financial Year.

Trading of Pellets

The Company has been selling and exporting iron
ore pellets in line with Technological and Commercial
tie-up with Mandovi River Pellets Private Limited*
(“MRPPL”).

MRPPL is operating a Pelletization Plant of 2 Million
Metric Tonnes per annum capacity in the State
of Goa. This Pelletization Plant is port based and
has its own jetty.

The Company supplies iron-ore to MRPPL for
manufacturing of Pellets. MRPPL supplies pellets
manufactured at its Pelletization Plant in the State
of Goa to the Company as per its requirement from
time to time. This has enabled the company to do
marketing of pellets to build a foundation for future
expansion. This will allow them to seamlessly transition
into handling larger volumes once the Pellet Plants at
Konsari and Ghugus become operational.

MRPPL sells the balance pellets manufactured at its
plant in the State of Goa (i.e., the quantity not taken
by the Company), by exporting the same or selling
in the local domestic market under the brand name
“LMELPEL”.

The total income from the trading of Pellets is as below:

*Mandovi River Pellets Private Limited is a related party within
the meaning of a Section 2(76) of the Companies Act, 2013
and Regulation 2(1) (zb) of Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“Listing Regulations”)

Reserves of Iron ore

The Company’s primary iron ore asset, the Surjagarh
Iron Ore Mine (“SIOM”), is located in Maharashtra and
spans 348.09 hectares under a mining lease valid
until 2057. Originally explored by the Government
of Maharashtra (1963-1971), the site was initially
estimated to contain 81 million tonnes of reserves. As of
2022, proven reserves have increased to approximately
87.97 million tonnes.

In 2022, the Company commissioned Tata Steel
Industrial Consulting (“TSIC”) to undertake an
advanced mineral exploration program, resulting in
188 boreholes totaling 23,121 meters. TSIC’s Mineral
Resource Report estimates a total geological resource
of 863 million tonnes comprising 157 million tonnes
of iron ore and 706 million tonnes of Banded Hematite
Quartzite (“BHQ”).

The mine produces high-grade hematite ore with
an average iron content of 63% Fe. Importantly, the
Company holds a zero-premium payment obligation
to the Government of Maharashtra for the entire lease
period. As part of its long-term growth strategy, the

Company plans to increase its mining capacity by 5.5
times within the next 4-5 years.

The significant expansion of geological resources
at the Surjagarh Iron Ore Mine underscores the
long-term strategic value of this asset to the Company.
With high-grade reserves, a zero-premium lease
structure, and a clear roadmap for scaling operations,
the Company is well-positioned to meet growing market
demand while adhering to its principles of sustainable
mining and responsible resource management.

Key Strategic Initiatives taken during FY2024-25 to
further solidify company’s position in the industry
Strategic initiatives:

1. Acquisition of Mining Development Operating
business of Thriveni Earthmovers

Lloyds Metals is acquiring 79.82% stake in
the Mining Development Operating (“MDO”)
business of Thriveni Earthmovers Private Limited
(“TEMPL”) through an investment of ' 70 Crores.
The MDO business of TEMPL is being demerged
to a new company Thriveni Earthmovers and
Infra Private Limited (“TEIL”), which will become
a subsidiary of the Company. The acquisition is
subject to approvals of various regulatory/statutory
authorities.

Benefits:

Swift execution at optimised costs while
ramping up our mining output from 10 MNT
to 55 MNT at Surjagarh Iron Mine in the future.

Generate substantial cost savings on iron ore
on a consolidated basis.

The acquisition comes in with a strategic
vision to execute an order book exceeding
'1,00,000 Crores over the next 15 to 18 years.

Backed by the robust balance sheet of the
Company and Thriveni’s extensive industry
expertise, the acquisition will help create
a significant presence in the global MDO
services arena.

2. BHQ Utilisation and Beneficiation

The Company possesses adequate reserves of BHQ,
a valuable low-grade iron ore resource. With an aim
to unlock its economic potential, the Company
has established a 5 TPH pilot beneficiation plant.
This initiative is targeted at capturing the intrinsic
value in BHQ processing.

Beneficiation of ore is a globally proven and widely
adopted technology, particularly in countries like
China and Brazil. Initial test results from the pilot
plant demonstrate encouraging outcomes with
Iron (Fe) content exceeding 67%.

With the right technological approach, BHQ can be
economically beneficiated and efficiently utilised
for steelmaking, supporting sustainable resource
utilisation and value creation.

3. Ensuring Raw Material Security through Access
to Coking Coal Mines

In line with Company’s foray into the MDO
business, the Company is evaluating to partner
with Lekcon - NCC Consortium to manage
MDO at the Brahmadiha Coal Block in Giridih,
Jharkhand, which is leased to Andhra Pradesh
Mineral Development Corporation (APMDC).
The Company’s foray into MDO represents a
strategic step toward.

This initiative will ensure a steady and cost-effective
supply of critical raw material- coking coal for the
upcoming 1.2 MNT steel plant at Ghugus.

4. Investment in Renewable Energy

As part of its commitment to sustainability and
cost optimisation, the Company plans to invest
' 45 Crores in renewable energy projects to secure
100MW of power for captive consumption by
partnering with Amplus Energy Private Limited
(“Amplus”) and Hinduja Renewables Private
Limited (“Hinduja”).

Benefits:

Acquisition of a 26% stake in an SPV renewable
power Producer, classifying LMEL as a captive
consumer.

Significant cost savings of up to INR 100 Crores
annually for the Mining & Pellet operations,
with an investment payback period of
less than five months and an impressive
IRR of 251%.

This is being done with two strong partners in
the Green Energy Business, Amplus & Hinduja.

5. Investments in Captive logistics

To enhance operational efficiency and reduce
dependency on third-party services, the Company
has initiated investment through its wholly owned

subsidiary in its own fleet of trucks. This strategic
move towards captive logistics is expected to
result in significant savings in freight costs while
improving control over delivery timelines and
service reliability.

CAPEX / FORWARD INTEGRATION /
MINERALISATION TO INDUSTRIALISATION

Company has been steadily setting up projects at
Ghugus and Konsari. The Company has been investing
in various projects in likes of pellet plants, additional
DRI units, Steel Melting and Rolling Mill, Integrated
Steel plant, Slurry Pipeline etc. These projects are of
significant value addition as against Company’s existing
product offerings of Iron ore and DRI and Power to
various consumers in the State of Maharashtra.

A. Forward integration projects at Ghugus,
District Chandrapur:

The Company has been operating 1x500 Tonnes
per day, 4x100 Tonnes per day Coal based DRI
and 30 Mega Watt Power Plant based on WHRB
and AFBC boilers at Ghugus in Chandrapur district
in Maharashtra. The company also has an iron
ore mine in operation, in the nearby district of
Gadchiroli. In line with the Company’s long-term
strategy of being present in the complete value
chain of steel making and efficient use of its
iron ore reserves the Company has been setting
up value addition plants in Ghugus accordingly.
The Company has been setting up following plants
at Ghugus.

1. Implementation of 1.2 Million Tonnes Wire
rod, Blast Furnace and Coke Oven Plant

With respect to the forward integration plans
of the Management, the Company plans to
set-up a 1.2 Million Tonnes Wire rod, Blast
Furnace and Coke Oven along with additional
DRI capacity which will utilize more than 1
Million Tonnes Pellets/ Iron ore. The Promoters
of the Company are well conversant with the
DRI & WRM route technologies. Further, the
wire rod segment in steel is amongst fastest
growing, at CAGR of more than 10% for last
3 years. The final product will be carbon steel
& low alloy wire rod. Below listed are the key
highlights of the same.

Sponge Iron Plant- 2 x 500 TPD
Power Plant for captive consumption

EAF based SMS- 2x50 T

Ladle Refining Furnaces- 2x50 Tonnes

Vacuum degassing unit- 1x50 Tonnes

RHF- 120 Tonnes per hour

Wire Rod Mill - 2x600,000 Tonnes per
annum

Blast Furnace - 840,000 Tonnes per
annum

Vertical non-recovery type coke oven -
400,000 Tonnes per annum

The Board of Directors of the Company have
approved the expansion plan at their Meeting
held on 23^rd October, 2023 and 22^nd January,
2024.

2. Erection of a 1 X 4 Million Tonnes per annum
Pellet Plant and Slurry Pipeline

The Company is undertaking a strategic
forward integration initiative through the
establishment of a 4 million tonnes per annum
("MTPA”) Pellet Plant at Ghugus, District
Chandrapur, Maharashtra. This facility will add
significant value to iron ore fines sourced from
the Company’s SIOM, converting them into
high-grade pellets suitable for both domestic
markets and export.

The Pellet Plant will utilise advanced Straight
Grate Technology, aiming to produce pellets
with an iron content of Fe: 64.3%. The project
is being executed in partnership with NewFer
GmbH, a leading German technology provider
in pelletizing systems, and Essar Constructions
India Limited ("ECIL”), the appointed
engineering consultant. The Promoters’
previous experience in operating pelletizing
units ensures that the project will benefit from
proven expertise in both implementation and
operational efficiency.

To ensure a reliable and environmentally
responsible supply of raw material, the
Company is also constructing a dedicated
slurry pipeline to transport iron ore in
slurry form from Hedri/Konsari to Ghugus.
Designed specifically to support the 4 MTPA
plant, the pipeline is being engineered
by Ausenco (USA), an internationally

recognized leader in pipeline infrastructure.
This development will enable cost-effective
and consistent ore transportation while
minimizing dependence on road logistics.

The slurry pipeline is expected to deliver
significant environmental advantages,
including a notable reduction in carbon
emissions and lower logistics costs, further
aligning with the Company’s broader
commitment to sustainable and responsible
operations.

A portion of the pellet output will be allocated
for captive consumption, while the remainder
will be marketed in both domestic and
international markets, capitalizing on robust
global demand for high-quality pellets.

B. Forward Integration projects at Konsari and
Hedri District Gadchiroli:

1. Erection of 2 X 4 Million Tonnes per annum
Pellet Plant, Slurry Pipeline, Grinding and
Pumping unit

The Company is undertaking the phased
development of a 2 x 4 MTPA Pellet Plant,
along with a dedicated slurry pipeline and
associated grinding and pumping units at
Konsari. This initiative complements the
upcoming pellet facility at Ghugus and
forms a critical component of the Company’s
forward integration strategy maximizing value
from iron ore fines extracted at the Surjagarh
Iron Ore Mine (SIOM).

The Konsari facility will mirror the advanced
Straight Grate Technology and process design
deployed at Ghugus, with engineering and
project consultancy provided by NewFer
GmbH (Germany) and Essar Constructions
India Limited (ECIL).

A key feature of this project is the development
of a state-of-the-art slurry pipeline—one of the
first of its kind in Maharashtra—designed by
Ausenco (USA). This pipeline will ensure the
efficient, eco-friendly transport of iron ore fines
from SIOM to the Konsari site, significantly
reducing reliance on road and rail logistics.
Additionally, the installation of grinding and
pumping units will facilitate seamless ore
processing and uninterrupted supply to the
pellet plant.

The total capital outlay for the Konsari
Pellet Plant and supporting infrastructure
is estimated at ' 4,500 Crores.
This investment reflects the Company’s
ongoing commitment to:

Lowering logistics costs through transport
infrastructure,

Ý Ensuring optimal utilization of its captive
mineral resources,

Ý Enhancing value chain integration, and

Ý Advancing its ESG agenda, particularly in
reducing carbon emissions and promoting
sustainability.

Together with the Ghugus facility, the Konsari
project represents a strategic leap toward creating
a fully integrated and environmentally responsible
iron ore-to-pellet value chain.

2. Setting up of 45 MNT BHQ Beneficiation
Plant

In line with a vision to integrate sustainability with
operational excellence, the Company has made
substantial progress through the implementation
of BHQ (Banded Hematite Quartz) beneficiation
technology. This initiative marks a transformative
shift in how we harness natural resources, with a
focus on longevity, efficiency, and environmental
responsibility. By upgrading low-grade ore into
high-quality input material, we not only add value
to our operations but also contribute meaningfully
to the nation’s green steel ambitions.

Our 5TPH Pilot Plant for beneficiation has given
encouraging results, thus further solidifying our
strategy of setting up 45 MNT (15MNTx3) BHQ
beneficiation plant.

Key highlights of our BHQ beneficiation strategy
include:

Adoption of BHQ beneficiation to upgrade
low-grade iron ore and extend the life of our
mining reserves.

Reinforces our commitment to sustainable
mining and efficient resource utilization.

Produces beneficiated ore with reduced
alumina and silica content, improving
end-product quality.

Facilitates the production of green steel,
which commands a market premium.

Significantly reduces coke consumption,
leading to cost efficiency for steel producers.

Improves productivity and performance
across downstream steelmaking facilities.

Aligns with national priorities for cleaner
industrial processes and optimal resource use.
Demonstrates our leadership in embracing
globally recognized beneficiation
technologies.

Positions the Company at the forefront of
sustainable innovation in the metals and
mining sector.

3. Erection of a 3 Million Tonnes per annum an
Integrated Steel Plant

India has one of the largest iron ore reserves,
going forward Indian Steel Market is expected
to have positive growth rate for decades.
The Government of India ("GoI”) aspires to
reach 300 MTPA steel production by 2030.
Domestic consumption has grown at over 8%
in the last decade.

The Company is in the process of setting-up
an Integrated Steel Plant via conventional
BF route with BOF and conventional rolling,
with hot rolling mill. It will be a low cost
and low carbon steel making integrated
plant for which iron bearing material will be
from Beneficiated BHQ, which will further
contribute to lower costing and hence, highest
metallic yield. Further transportation of raw
material by pipeline will also add to the lower
carbon footprint. All by-product gases will be
used for the power generation requirement
of the Plant. The total CAPEX of the plant is
entailed at ' 16,000 Crores.

C. Road ahead for Mining:

The Mineral Resource Report estimates a total
geological resource of 863 million tonnes at the
Surjagarh Iron Ore Mine, comprising 157 million
tonnes of iron ore and 706 million tonnes of
Banded Hematite Quartzite (BHQ). With this
enhanced resource visibility, the Company is
targeting a 5.5-fold increase in mining output over
the next 4-5 years, in alignment with its long-term
strategy for sustainable growth and regional
value creation. To capitalize on the significant

BHQ reserves, the Company has established a 5
TPH pilot beneficiation plant, which has delivered
encouraging results. These findings support the
planned development of a 45 million tonnes per
annum BHQ beneficiation facility (structured
as three 15 MTPA modules). Together, these
initiatives will enable the Company to maximize ore
utilization, reinforce a strong backward-integrated
model, and advance its objective of becoming one
of the lowest-cost steel producers in the industry.

ON STANDALONE BASIS

The total income of the Company on standalone basis
is as below:

The Company has reported a net profit as below:

ON CONSOLIDATED BASIS

The total income of the Company on consolidated basis
is as below:

The Company has reported a net profit as below:

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the
Company have been prepared in accordance with
Indian Accounting Standards (Ind AS) notified under
Section 133 of the Companies Act, 2013 ("the Act”),
read together with the Companies (Indian Accounting
Standards) Rules, 2015 (as amended) and forms a
part of this Annual Report. In accordance with Section
136 of the Act, the Audited Financial Statements,
including the Consolidated Financial Statements and
related information of the Company and the Audited
Accounts of each of its Subsidiaries are available on the
website of the Company at https://lloyds.in/investors/
annual-report-and-financial-results/

SUBSIDIARIES, ASSOCIATE AND JOINT
VENTURE

During the Financial Year under review, the Company
had the following Subsidiaries/ Associate /Joint
Venture namely:

Lloyds Logistics Private Limited (formerly
known as Thriveni Lloyds Mining Private
Limited)

The Company is holding 100% stake in Lloyds
Logistics Private Limited (“LLPL”) as on 31^st March,
2025. LLPL achieved a revenue of ' 29,534 in the
current Financial Year as compared to ' 1,61,053 in
the previous Financial Year. Profit before Tax before is
(59,77,632) in the current Financial Year as compared
to ' (16,14,567) in the previous Financial Year. The Profit
after Tax stood at ' (44,58,989) in the current Financial
Year as compared to ' (11,83,385) in the previous
Financial Year.

Lloyds Infinite Foundation (Section 8 Company
as per Companies Act, 2013)

The Company is holding 100% stake in Lloyds Infinite
Foundation (“LIF”) as on 31^st March, 2025. LLF achieved
a revenue of ' 70,38,95,485 in the current Financial Year
as compared to ' 66,55,25,339 in the previous Financial
Year. Profit before Tax before is 5,34,36,827 in the
current Financial Year as compared to ' 52,61,18,420 in
the previous Financial Year. The Profit after Tax stood at
' 5,34,36,827 in the current Financial Year as compared
to ' 52,61,18,420 in the previous Financial Year.

Lloyds Surya Private Limited

The Company is holding 100% stake in Lloyds Surya
Private Limited (“LSPL”) as on 31^st March, 2025.
LSPL achieved a revenue of ' Nil in the current
Financial Year as compared to ' Nil in the previous
Financial Year. Profit before Tax is (28,26,804) in the
current Financial Year as compared to ' (64,902) in
the previous Financial Year. The Profit after Tax stood at
' (28,26,804) in the current Financial Year as compared
to ' (64,902) in the previous Financial Year.

In accordance with Section 129(3) of the Companies
Act, 2013, we have prepared the consolidated financial
statements of the Company, which forms part of
this Annual Report. Further, a statement containing
the salient features of the financial statement of our
Subsidiaries/ Joint Venture/ Associate in the prescribed
Form AOC-1 is appended as “Annexure - I” to the
Board’s report. The statement also provides details of
the performance and financial position of the associate.

RETURN TO SHAREHOLDERS

Following is the snapshot of the dividend track record
of your Company for previous financial years:

The Board has appointed Mr. Akshay Vora, Company
Secretary as the Nodal Officer for the purpose of
co-ordination with Investor Education and Protection
Fund Authority. Details of the Nodal Officer are available
on the website of the Company at https://lloyds.in/
investors/investor-contact/

Your Board of Directors recommend the payment
of Final dividend of ' 1/- (Rupee One only) for each
fully-paid equity share of ' 1/- (Rupee One only) (i.e.,
100%). This will be paid subject to the Shareholders
approval at the ensuing 48^th (Forty Eighth) Annual
General Meeting of the Company.

The final dividend shall be paid within a period of 30
(Thirty) days from the date of the 48^th Annual General
Meeting (“AGM”). In view of the changes made under
the Income-Tax Act, 1961, by the Finance Act, 2020,
dividends paid or distributed by the Company shall be
taxable in the hands of the Members. Your Company
shall, accordingly, make the payment of the Final
Dividend after deduction of tax at source.

The Company has also formulated a Dividend
Distribution Policy in terms of the provisions of
Regulation 43A of the Securities and Exchange Board
of India (“SEBI”) (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended
(“Listing Regulations”) and the same is available on the
website of the Company at https://lloyds.in/investors/
investor-policies/ and is also set out as "Annexure- II”
and forms a part of this Annual Report and the same
is also available on the website of the Company at
https://lloyds.in/investors/investor-policies/

FINANCIAL LIQUIDITY

Consolidated cash and cash equivalent as on 31^st March,
2025, stood at ' 739.27 Crore vis-a-vis '287.13 Crore
in the previous year. The Company’s working capital
management is robust and involves a well organised
process, which facilitates continuous monitoring
and control over receivables, inventories and other
parameters.

UNPAID / UNCLAIMED DIVIDEND

In terms of the provisions of Investor Education and
Protection Fund (Accounting, Audit, Transfer and
Refund) Rules, 2016, Investor Education and Protection
Fund (Awareness and Protection of Investors) Rules,
2001, there was no unpaid / unclaimed dividends to
be transferred during the Financial Year under review
to the Investor Education and Protection Fund.

In respect of the dividend declared for the previous
financial year on Equity Shares ' 65,90,879 remained
unclaimed as on 31^st March, 2025.

TRANSFER TO RESERVES

During the year under review, no amount was
transferred to the General Reserves of the Company.

SHARE CAPITAL

i) Authorised Capital

During the year under review, there was no
change in the authorised capital of the Company.
Your Company has neither issued any shares
with differential rights as to dividends, voting or
otherwise nor issued any sweat equity shares
during the year under review.

ii) Issue of equity shares with differential
rights

Your Company does not have any equity shares
with differential rights and hence no disclosures
is required to be given under Rule 4(4) of the
Companies (Share Capital and Debentures) Rules,
2014.

iii) Issue of sweat equity shares

During the year under review, your Company has
not issued any sweat equity share and hence no
disclosures is required to be given under Rule 8(13)
of the Companies (Share Capital and Debentures)
Rules, 2014.

iv) ESOP Allotment

During the year under review Company has made
allotment of 4,88,410 Equity Shares to its ESOP
Trust under its ESOP Policy "Lloyds Metals and
Energy Limited Employee Stock Option Plan -
2017” (“LLOYDS ESOP 2017” / “Plan”).

v) Qualified Institution Placement

The Company has raised funds via Qualified
Institution Placement for Setting up a 4MTPA
Pellet Plant at Konsari, Maharashtra and for other
general corporate purposes, in addition to pursing
organic growth and to achieve its long-term vision.
Approval of the Members of the Company has
been obtained on 27^th April, 2024.

The Company has made allotment of 1,75,00,000
Equity Shares via Qualified Institution Placement
at issue price of ' 696/- per share (Comprising face
value of ' 1/- per share and premium of ' 695/- per
share) on 9^th July, 2024.

vi) Preferential Issue of Convertible Warrants

The Company has raised funds via Preferential
Issue of Warrants for the capital expenditure
for expansion of DRI Plant and power plant at
Ghugus, capital expenditure for expansion of
pellet capacity by setting-up an additional 1 X 4
MTPA Pellet Plant at Konsari, Ghadchiroli and for
other general corporate purposes. Approval of the
Members of the Company has been obtained on
29^th July, 2024.

The Company has made allotment of 3,67,95,000
convertible warrants via Preferential Allotment
issued at a Subscription Price of ' 259 per warrant,
entitling the holder of the warrants to exercise an
option to subscribe 3,67,95,000 Equity Shares of
the Company having face value of Re. 1/- each at
an exercise price of ' 481 per equity share (Issue
price being ' 740 per equity share i.e. at a premium
of ' 739 per equity share) on Preferential basis.

vii) Pledge of equity shares of the Company by
the Promoters

The Group 2 Promoters of the Company, have
pledged their -

1. 1,22,00,000 Equity Shares held by Sky
United LLP to secure financial facilities as
availed by Thriveni Earthmovers Private
Limited ("TEMPL”) to secure 35,000 (thirty
five thousand) unrated, unlisted, secured,
redeemable non-convertible debentures
with the face value of ' 1,00,000 (Rupees
One Lakh only), for an aggregate amount
of ' 350,00,00,000 (Rupees Three Hundred
and Fifty Crores only) and 2,91,96,834
Equity Shares to secure Term loan of
' 1135,00,00,000(Rupees One Thousand
One Hundred Thirty Five Crores only)

2. 12,70,000 with Vardhman Trusteeship
Private Limited to secure unrated, unlisted,
senior, secured, redeemable non-convertible
debentures with the face value of '10,00,000
(Rupees Ten Lakh only), for an aggregate
amount of ' 65,00,00,000 (Rupees Sixty Five
Crores only)

3. 64,14,150 Equity Shares with ICICI Bank to
secure Term Loan of ' 300,00,00,000 (Rupees
Three Hundred Crores only)

The Company has made necessary disclosure
under Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeovers)
Regulations, 2011 and Securities and Exchange
Board of India (Prohibition of Insider Trading)
Regulations, 2015.

ix) Provision of money by Company for
purchase of its own shares by employees
or by trustees for the benefit of employees

The Company grants loan to its Lloyds Employee
Welfare Trust for subscribing to or purchasing fully
paid-up equity shares of the Company, up to a limit
of 5% of its paid-up capital and free reserves or
any other limit set by applicable laws. These shares
may be acquired in one or more tranches under
the Lloyds Metals and Energy Limited Employee
Stock Option Plan - 2017 or any other future
employee benefit schemes. The purpose is to
facilitate the implementation of such schemes or
any other permitted objectives, in full compliance
with the Securities and Exchange Board of India
(Share Based Employees Benefit and Sweat Equity)
Regulations, 2021 (“SBEBSE Regulations”) &
Listing Regulations, the Companies Act, 2013, and
other applicable laws.

x) Listing with the stock exchanges

Your Company’s equity shares are listed on the BSE
Limited ("BSE”) and the National Stock Exchange
of India Limited ("NSE”) (hereinafter collectively
referred to as "Stock Exchanges”)

xi) Fund Raising Proposal

The Board of Directors, at its meeting held on
25^th April, 2025 approved enabling approval
for raising of funds by way of issuance of equity
shares / bonds / debentures / convertible warrants
/ preference shares / any other equity linked
securities ("Securities”) through permissible
modes, including but not limited to a private
placement, a qualified institutions placement,
preferential issue, or any other method or
combination of methods for an aggregate amount
upto ' 5,000 Crore (Rupees Five Thousand Crore)
at such price determined under the applicable
regulations as may be permitted under applicable
laws, and to approve ancillary actions for the
above-mentioned fundraising subject to such
regulatory/statutory approvals as may be required
and the approval of the Members of the Company.

STATEMENT OF DEVIATION(S) OR VARIATION(S)
& UTILIZATION OF FUNDS

Pursuant to Regulation 32 (1) of the Listing Regulations
there was no deviation/variation in the utilization
of proceeds as mentioned in the objects stated in
placement document in respect of the Company’s
qualified institutions placement (QIP). Further there was
no deviation/variation in the utilization of proceeds as
mentioned in the objects stated in offer document filed
by the Company in respect of the Company’s Preferential
Issue of Warrants. The NIL deviation reports, in respect
of the QIP and Preferential Issue has been filed by the

Company on a quarterly basis, with BSE & NSE where
equity shares of the Company are listed. Your Company
has appointed India Ratings and Research Private
Limited as Monitoring Agency in terms of Regulation
41 of the Securities & Exchange Board of India (Issue
of Capital & Disclosure Requirements) Regulations,
2018 and as amended from time to time, to monitor
the utilizations of Qualified Institutional Placement
and Preferential Issue by the Company. The monitoring
agency reports are filed with BSE & NSE where equity
shares of the Company are listed as mandated
under Regulation 32(6) of the Listing Regulations
every quarter. The Monitoring Agency Reports are
available under Investors section on our website at
https://lloyds.in/investors/company-disclosures/

DEMATERIALIZATION OF SHARES / DEPOSITORY
SYSTEM

The Company’s equity shares are compulsorily tradable
in electronic form. As on 31^st March, 2025, there
were approximately 52,00,53,335 Equity Shares
in dematerialized form through depositories viz.
National Securities Depository Limited and Central
Depository Services (India) Limited, which represents
about 99.39% of the total issued, subscribed and
paid-up capital of the Company.

In light of the advantages provided by the depository
system, shareholders holding shares in physical form
are encouraged to opt for the dematerialization
(demat) facility.

EMPLOYEE STOCK OPTION SCHEME 2017

The Company with the objective of introducing a
long-term incentive tool to attract, motivate, retain
talent and reward loyalty, formulated "Lloyds Metals
and Energy Limited Employee Stock Option Plan -
2017” ("LMEL ESOP 2017”) for grant of a maximum of
1,11,29,129 stock options to the eligible employees of
the Company. Further during the Financial Year under
review, the Company had allotted 4,88,410 Equity
Shares to the Lloyds Employees Welfare Trust under
Lloyds Metals and Energy Limited Employee Stock
Option Plan - 2017.

During the year under review your Company has
granted 13,65,350 Options to be vested over a
minimum period of 1 year to over 5 years as may be
applicable as per the terms & conditions of the grant.

The grant made also includes employees of the
Subsidiaries of the Company.

EMPLOYEE STOCK OPTION SCHEME 2024

During the year under review the Board of Directors of
your Company has approved Lloyds Metals and Energy

Employee Stock Option Scheme - 2024 ("LMEL ESOP
2024”) on 18^th December, 2024 and subsequently
the scheme was approved by the members of the
Company at Extraordinary General Meeting held on
17^th January, 2025.

GRANT

This will create a sense of ownership among employees,
focus on boosting morale and create a healthy
organisation and work culture and more importantly
attract and retain the best talent.

In compliance with the Regulation 13 of the SBEBSE
Regulations, a certificate from Secretarial Auditor of the
Company, confirming implementation of "LMEL ESOP
2017” & LMEL ESOP 2024” in accordance with the said
regulations will be available electronically for inspection
by the Members during the AGM of the Company.

As per Regulation 14 of the SBEBSE
Regulations (read with SEBI Circular CIR/CFD/
POLICYCELL/2/2015 dated 16^th June, 2015) details
of the plan as required under SBEBSE Regulations
is available on the website of the Company at
https://lloyds.in/investors/shareholders-information/

REGISTERED OFFICE

There was no change in the Registered Office of the
Company during the Financial Year under review.
The present address of the Registered Office is
as follows:

Plot No: A 1-2, MIDC Area, Ghugus, District Chandrapur
- 442505, Maharashtra, India.

CORPORATE GOVERNANCE REPORT AND
CERTIFICATE

The Corporate Governance Report and the certificate
on Corporate Governance received from the Statutory
Auditors of the Company for the Financial Year 2024-25,
forms a part of this Annual Report as required under
Regulation 34 read with Schedule V(C) of the Listing
Regulations.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

The Management Discussion and Analysis Report of
the Company for the Financial Year 2024-25 forms a
part of this Annual Report as required under the Act,
and Regulation 34(2)(e) read with Schedule V of the
Listing Regulations.

CHANGE IN THE NATURE OF BUSINESS
ACTIVITIES

During the year under review, there has been no
change in the nature of the business of the Company.

MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF
THE COMPANY

There have been no material changes and commitments
affecting the financial position of the Company which
have occurred between the end of the Financial Year of
the Company to which the financial statements relate
and the date of this report.

BOARD OF DIRECTORS

A. Appointment

During the Financial Year under review, pursuant
to the provisions of Section 149, 150 152 and
161 read with Schedule IV of the Companies
Act, 2013, the Companies (Appointment and
Remuneration of Managerial Personnel) and based
on the recommendation of the Nomination and
Remuneration Committee, Mr. Dinesh Kumar Jain
(DIN: 07239310) was appointed as Non-Executive,
Independent Director of the Company, for a term
of 5 (five) consecutive years with effect from
23^rd October, 2024 upto 22^nd October, 2029
(both days inclusive) not liable to retire by rotation.
The Members of the Company at the Extraordinary
General Meeting held on 17^th January, 2025, have
approved Mr. Dinesh Kumar Jain’s appointment
as a Non-Executive, Independent Director of the
Company.

In the opinion of the Board, Mr. Dinesh Kumar
Jain, an M.Tech from IIT Kanpur and MBA from
the University of Hull, has a distinguished career
spanning over four decades. He has served in
key roles, including Member of the Lokpal of
India and Chief Secretary of Maharashtra, where
he led impactful initiatives to improve human
development and competitiveness in the SME
sector. With expertise in public administration,
strategic policymaking, and program execution,
Mr. Jain is highly suited for the role of Independent
Director, bringing valuable experience in driving
effective, large-scale programs and fostering
collaboration.

During the Financial Year under review, pursuant
to the provisions of Section 149, 150 152 and
161 read with Schedule IV of the Companies
Act, 2013, the Companies (Appointment and
Remuneration of Managerial Personnel) and
based on the recommendation of the Nomination
and Remuneration Committee, Mr. Shabbirhusein
Shaikhadam Khandwawala (DIN: 10821717) was
appointed as Non-Executive, Independent Director

of the Company, for a term of 5 (five) consecutive
years with effect from 18^th December, 2024 upto
17^th December, 2029 (both days inclusive) not
liable to retire by rotation. The Members of the
Company at the Extraordinary General Meeting
held on 17^th January, 2025, have approved
Mr. Shabbirhusein Shaikhadam Khandwawala’s
appointment as a Non-Executive, Independent
Director of the Company.

The Board is of the opinion that Mr. Shabbirhusein
Shaikhadam Khandwawala, a former Director
General of Gujarat Police, has a distinguished
career in law enforcement, governance, and
security. With a Master’s in Organic Chemistry, he
served in the IPS until 2010 and later contributed
to the Lokpal Search Committee and BCCI’s
Anti-Corruption and Security unit. His expertise
in governance, security, and management makes
him a key asset in driving strategic objectives and
strengthening governance frameworks.

B. Retire by Rotation

Mr. Babulal Agarwal Non-Executive
Non-Independent Director (DIN: 00029389) will
retire by rotation and being eligible, offers himself
for re-appointment at the ensuing 48^th (Forty
Eighth) AGM of the Company. Your Directors’
recommend his re-appointment.

Mr. Rajesh Gupta, Managing Director (DIN:
00028379) will retire by rotation and being
eligible, offers himself for re-appointment at the
ensuing 48^th (Forty Eighth) AGM of the Company.
Your Directors’ recommend his re-appointment.

The detailed profile of Mr. Babulal Agarwal and
Mr. Rajesh Gupta seeking re-appointment at the
forthcoming AGM as required under Secretarial
Standard on General Meetings and Regulation 36
of the Listing Regulations is provided separately by
way of an Annexure to the Notice of the AGM.

C. Cessation

During the Financial Year under review, Mr. J P
Dange (DIN: 01569430) and Ms. Bhagyam Ramani
(DIN: 00107097), ceased to be Non-Executive,
Independent Director of the Company, with effect
from the close of business hours on 26^th May,
2024 and 26^th October, 2024 respectively, due to
completion of their term as Independent Directors
of the Company.

The Board places on record its appreciation for the
guidance and support provided by them during
their association with the Company.

D. Number of Meetings of The Board

The Board met 8 (Eight) times during the Financial
Year 2024-25, the details of which are given in the
Corporate Governance Report forming part of the
Annual Report. The maximum interval between
any two meetings did not exceed 120 days, as
prescribed in the Act and the Listing Regulations.

E. Board Evaluation

Nomination and Remuneration Committee has
laid down the criteria for evaluation of performance
of the Board, its committees and the directors.
In compliance with Sections 134, 178 and
Para II, V and VIII of Schedule IV of the Act and
Regulation 17 of Para A of Part D of Schedule II of
the Listing Regulations, the Board of Directors, as
per the process recommended by the Nomination
and Remuneration Committee, has evaluated the
effectiveness of the Board, its Committees and
Directors. The evaluation process invited responses
to a structured questionnaire, which was largely
in line with the SEBI Guidance Note on Board
Evaluation, for each aspect of the evaluation.
All the results were satisfactory.

F. Mode of Evaluation

Board assessment is conducted through a structured
questionnaire. All the Directors participated in
the evaluation process. Further, a meeting of the
Independent Directors was conducted to review
the performance of the Board as a whole and that
of Non-Independent Directors.

The above criteria are broadly based on the
Guidance Note on Board Evaluation issued by
the Securities and Exchange Board of India on
5^th January, 2017.

The evaluation results were discussed at the
meeting of Board of Directors, Committees and
the Independent Directors meeting. The Directors
were satisfied with the overall corporate
governance standards, Board performance and
effectiveness.

G. Declaration by Directors

The Independent Directors of the Company
have submitted declaration of Independence, as
required pursuant to Section 149(6) of the Act,
and provisions of the Listing Regulations, stating

that they have met the criteria of independence as
provided therein.

The Board is of the opinion that all the Independent
Directors possess integrity, have relevant expertise,
experience and fulfil the conditions specified
under the Act, and the Listing Regulations.

All the Directors of the Company have confirmed
that they are not disqualified to act as Director in
terms of Section 164 of the Act.

The Board of Directors of the Company has taken on
record the declaration and confirmation submitted
by the Independent Directors after undertaking
due assessment of the veracity of the same.

H. Familiarization Programme for Independent
Directors

The familiarization programme is to update the
Directors on the roles, responsibilities, rights and
duties under the Act and other statutes and about
the overall functioning and performance of the
Company.

The Independent Directors have complete
access to the information within the Company.
As a part of Agenda of Board/Committee
Meetings, presentations are regularly made to the
Independent Directors. The detailed discussions
and presentations on the sales, marketing,
credit and operations of the Company, business
plans, financials, risks and mitigation plans,
compliances, major litigation, regulatory scenario
etc. are facilitated by the Company’s senior
management. It remains the constant endeavor
of the Company to continually update its Directors
on the various developments, facilitate interaction
with various functional and department heads of
the Company and external experts.

The policy and details of familiarization programme
is available on the website of the Company at
https://lloyds.in/investors/investor-policies/

I. Directors’ Responsibility Statement

To the best of their knowledge and belief and
according to the information and explanations
obtained by them, your Directors make the
following statements in terms of Section 134(3)(c)
of the Act:

(i) i n the preparation of the Annual Financial
Statements for the Financial Year ended
31^st March, 2025, the applicable accounting

standards have been followed along with
proper explanation relating to material
departures, if any;

(ii) such accounting policies as mentioned in
the Notes to the Financial Statements have
been selected and applied consistently and
judgment and estimates have been made
that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the
Company as at 31^st March, 2025 and of the
profit of the Company for the Financial Year
ended on that date;

(iii) proper and sufficient care has been taken for
the maintenance of adequate accounting
records in accordance with the provisions
of the Act for safeguarding the assets of the
Company and for preventing and detecting
fraud and other irregularities;

(iv) the Annual Financial Statements have been
prepared on a going concern basis;

(v) that proper Internal Financial Controls were
in place and that the financial controls were
adequate and were operating effectively;

(vi) that systems to ensure compliance with the
provisions of all applicable laws were in place
and were adequate and operating effectively.

BOARD COMMITTEES

In order to strengthen functioning of the Board,
the Board of Directors have constituted following
Committees as per the requirement of the Act and the
Listing Regulations:

(i) Audit Committee

(ii) Nomination & Remuneration Committee

(iii) Stakeholders’ Relationship Committee

(iv) Corporate Social Responsibility Committee

(v) Risk Management Committee

(vi) Committee of Board of Directors

Details of the Committees along with their terms of
references, composition and meetings held during
the Financial Year under review are provided in the
Corporate Governance Report section which forms a
part of this Annual Report.

KEY MANAGERIAL PERSONNEL

In terms of section 203 of the Companies Act,
2013, the Key Managerial Personnel of the
Company are Mr. Rajesh Gupta, Managing Director,

Mr. Balasubramanian Prabhakaran, Managing
Director, Mr. Riyaz Shaikh, Chief Financial Officer
and Mr. Akshay Vora, Company Secretary &
Compliance Officer.

During the under review, below were the changes in
the Key Managerial Personnel of the Company:

1. Ms. Trushali Shah, resigned as the Company
Secretary & Compliance Officer of the Company
w.e.f. close of business hours of 18^th December,
2024.

2. Mr. Akshay Vora, appointed as the Company
Secretary & Compliance Officer of the Company
w.e.f. 19 ^th December, 2024.

POLICIES

The Board of Directors of your Company, from time to
time have framed and revised various Polices as per the
applicable Acts, Rules, Regulations and Standards for
better governance and administration of the Company.
The Policies are made available on the website of the
Company at https://lloyds.in/investors/investor-policies/.
The policies are reviewed periodically by the Board and
updated based on need and requirements.

WHISTLE BLOWER & VIGIL MECHANISM POLICY

The Company promotes ethical behavior in all its
business activities and in line with the best governance
practices. The Company has a robust vigil mechanism
through its Whistle Blower Policy approved and
adopted by the Board of Directors of the Company.

The Whistle Blower Policy aims to:

allow and encourage stakeholders to bring to the
management’s notice concerns about unethical
behavior;

ensure timely and consistent organisational
response;

cultivate and fortify a culture of transparency and
trust; and

provide protection against victimisation.

In accordance with the provisions of Section 177(9) of
the Act, read with Rule 7 of the Companies (Meeting of
the Board and its Powers) Rules, 2014 and Regulation
22 of the Listing Regulations, the Directors and the
employees have direct access to the Chairman as well
as the Members of the Audit Committee. No person
was denied access to the Audit Committee. Details of
the vigil mechanism are explained in the Corporate
Governance Report and the Whistle Blower Policy is
available on the website of the Company at https://
lloyds.in/investors/investor-policies/.

CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility
("CSR”) policy of the Company and the initiatives
undertaken by the Company on CSR activities
during the Financial Year under review are set out as
"Annexure - III” and forms a part of this Annual Report.
For other details regarding the CSR Committee, refer to
the Corporate Governance Report, which forms a part
of this Annual Report. CSR Policy is available on the
website of the Company at https://lloyds.in/investors/
investor-policies/

The Company undertakes its major CSR activities via
"Lloyds Infinite Foundation”, a Wholly-Owned Subsidiary.

NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration policy is available
on the website of the Company at https://lloyds.in/
investors/investor-policies/ More details about the
Nomination and Remuneration policy is provided in
Corporate Governance Report.

AUDITORS

Statutory Auditor

Pursuant to Section 139 of the Act and the Rules
made there under, the current Statutory Auditor of
the Company M/s. Todarwal & Todarwal LLP, Chartered
Accountants (FRN: 111009W/W100231) have been
appointed for a period of 05 (five) years i.e., one term
pursuant to Section 139 of the Companies Act, 2013
pursuant to the Members approval at the 45^th (Forty
Fifth) Annual General Meeting till the conclusion of
50^th (Fifth) Annual General Meeting (for one term of five
years), at a remuneration as may be mutually decided
between the Board of Directors and the Auditors.

M/s. Todarwal & Todarwal LLP have confirmed their
eligibility to continue as the Statutory Auditors of the
Company under Sections 139 and 141 of the Act and
the applicable rules. Additionally, as required by the
Listing Regulations, the Auditors have confirmed that
they hold a valid certificate issued by the Peer Review
Board of the Institute of Chartered Accountants of India.

Total fees for all services paid by the Company and its,
subsidiaries, on a consolidated basis, to the statutory
auditor is provided in the Corporate Governance Report
section which forms a part of this Annual Report.

Statutory Audit Report

During the Financial Year 2024-25 there was no fraud
occurred, noticed and/or reported by the Statutory
Auditors under Section 143(12) of the Act read with
the Companies (Audit and Auditors) Rules, 2014 (as
amended from time to time).

The observations made by the Statutory Auditor in their
Audit Report read with the relevant notes thereof as
stated in the Notes to the Audited Financial Statements
of Company for the Financial Year ended 31^st March,
2025 are self-explanatory and being devoid of any
reservation(s), qualification(s) or adverse remark(s) etc.
and hence, do not call for any further information(s)/
explanation(s) or comments from the Board under
Section 134(3)(f)(i) of the Companies Act, 2013.

Secretarial Auditor

Pursuant to Section 204 of the Act and the Companies
(Appointment & Remuneration of Managerial
Personnel) Rules, 2014, the Board has appointed
M/s. Mitesh J. Shah & Associates, Practicing Company
Secretary (Membership No.: F10070, CP No.: 12891)
as the Secretarial Auditor of the Company to conduct
Secretarial Audit for the Financial Year 2024-25.

Further Board on recommendation of the Audit
Committee, has approved the appointment of
M/s. Mitesh Shah & Co., Company Secretaries (Firm
Registration No.: as P2025MH104700), as Secretarial
Auditors of the Company subject to approval of the
Members of the Company at the ensuing Annual General
Meeting ("AGM”) for a period of Five (5) consecutive
years from commencing from Financial Year 2025 -26
till Financial Year 2029-30 at such remuneration as shall
be fixed by the Board of Directors of the Company.

Secretarial Audit Report

As required under provisions of Section 204 of the Act,
the report in respect of the Secretarial Audit carried
out by M/s. Mitesh J. Shah & Associates, Practicing
Company Secretary (Membership No.: F10070,
CP No.: 12891) in Form MR-3 for the F.Y. 2024-25 is
annexed hereto marked as "Annexure - IV” and forms
part of this Report. The said Secretarial Audit Report
contains qualifications on fines / penalties as below:

The Secretarial Compliance Report for the Financial
Year ended 31^st March, 2025, in relation to compliance
of all the applicable Securities and Exchange Board
of India ("SEBI”) Regulations/ circulars/ guidelines
issued thereunder, pursuant to the requirement of
Regulation 24A of the Listing Regulations, is set out
as "Annexure- IV(A)” and forms a part of this Annual
Report. The Secretarial Compliance Report has been
voluntarily disclosed as part of Annual Report as good
disclosure practice.

Cost Auditor

As per the requirement of Central Government and
pursuant to Section 148 of the Act read with the
Companies (Cost Records and Audit) Rules, 2014 as
amended from time to time, your Company has been
carrying out audit of cost records of the Company.

The Board of Directors, on the recommendation of
Audit Committee, has appointed M/s Singh M K &
Associates, Cost Accountants as Cost Auditor to audit
the cost accounts of the Company for the Financial
Year 2024-25 at a remuneration of ' 30,000/- (Rupees
Thirty Thousand only) per annum. As required under the
Companies Act, 2013 a resolution seeking members
approval for the remuneration payable for the Financial
Year 2025-26 to the Cost Auditors forms part of the
Notice convening the Annual General Meeting.

Cost Audit Report

The Cost audit report for the Financial Year 2023-24
was filed within due time with the Ministry of Corporate
Affairs.

Internal Auditors

Pursuant to Section 138(1) of the Act read with the
Companies (Accounts) Rules, 2014, your Company
is required to appoint an internal auditor to conduct
internal audit of the functions and activities of
your Company.

Your Board of Directors based on the recommendation
of the Audit Committee, had approved the appointment
of Protiviti India Member Private Limited to conduct
the internal audit of your Company for the Financial
Year 2024-25.

MAINTENANCE OF COST RECORDS

The Company has maintained required cost accounts
and records as prescribed under Section 148(1) of the
Companies Act, 2013.

RISK MANAGMENT & INTERNAL FINANCIAL
CONTROLS

Management of risk has always been an integral part
of the Company’s strategy and straddles its planning,
execution and reporting processes and systems.
Your Company continues to focus on a system-based
approach to business risk management.

Our success as an organization depends on our
ability to identify and leverage the opportunities
while managing the risks. The Risk Management
Committee is constituted to frame, implement and
monitor the risk management plan of the Company.
The Risk Management Committee of the Company has
been entrusted by the Board with the responsibility
of reviewing the risk management process in the
Company and ensuring that the risks are brought
within acceptable limits.

Our approach to risk management is to identify,
evaluate risks and opportunities. This framework is
intended to assist in decision making process that will
minimise potential losses, improve the management
in the phase of uncertainty and the approach to new
opportunities, thereby helping the Company to achieve
its objectives.

Details of risks & concerns associated with the Company
has been provided under the Management Discussion
and Analysis Report.

The Risk Management policy is available on the
website of the Company at https://lloyds.in/investors/
investor-policies/

The Company’s internal control systems are tailored to
the specific nature of its business, as well as the scale
and intricacy of its operations. These systems undergo
regular testing by both Statutory and Internal Auditors,
encompassing all offices, factories, and pivotal business
domains. The Company has implemented robust
procedures to ensure the systematic and effective
management of its operations, encompassing
adherence to corporate policies, protection of assets,
and the prevention and detection of fraudulent
activities and errors.

PARTICULARS OF LOAN, GUARANTEE AND
INVESTMENT

Details of Loan, Guarantee and Investment covered
under the provisions of Section 186 of the Act are given
in the Notes to the Financial Statements, and forms a
part of this Annual Report.

PARTICULARS OF CONTRACTS AND
ARRANGEMENTS WITH RELATED PARTIES

The Board of Directors have adopted the Policy on
Materiality of Related Party Transactions and Dealings
with Related Party Transactions as per the applicable
provisions of the Act and the Listing Regulations and
the same is available on the website of the Company at
https://lloyds.in/investors/investor-policies/

Particulars of contracts or arrangements or transactions
with the related parties referred to in Section 188 of the
Companies Act, 2013, in the prescribed form AOC-2,
are enclosed with this report as "Annexure - V”.

There were no materially significant Related Party
Transactions entered by the Company which may
have a potential conflict with the interest of Company.
All related party transaction(s) are first placed before
Audit Committee for approval and thereafter such
transactions are also placed before the Board for
seeking their approval. The details of Related Party
Transactions, as required pursuant to respective Indian
Accounting Standards, have been stated in Note No.
38 to the Audited Financial Statement of Company
forming part of this Annual Report.

Pursuant to Regulation 23(9) of the Listing Regulations,
your Company has filed the reports on RPTs with the
Stock Exchanges within the statutory timelines.

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

Disclosure required in respect of employees of the
Company, in terms of provisions of Section 197
(12) of the Act read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is set out as "Annexure - VI”
and forms a part of this Annual Report.

Further, details of employee remuneration as required
under provisions of Section 197(12) of the Act read with
Rule 5(2) and 5(3) of the aforesaid Rules is available for
inspection at the Registered Office of your Company
during working hours. As per second proviso to Section
136(1) of the Act and second proviso of Rule 5 of the
aforesaid Rules, the Annual Report has been sent to the
Members excluding the aforesaid exhibit. Any Member
interested in obtaining copy of such information may
write to the Company Secretary & Compliance Officer
at investor@lloyds.in.

COMPLIANCE OF SECRETARIAL STANDARDS
OF ICSI

In terms of Section 118(10) of the Act, the Company
states that the applicable Secretarial Standards i.e.,
SS-1 and SS-2, issued by the Institute of Company
Secretaries of India, relating to Meetings of the Board
of Directors and General Meetings respectively, have
been duly complied with.

FINANCE

a) Credit Rating

Your Company has obtained a Corporate Rating/
Issuer Rating using Corporate Rating Methodology
from India Ratings and Research Private Limited
and the same has been Upgraded vide their letter
dated 06^th January, 2025. The rating obtained
from India Ratings and Research Private Limited
is "IND AA/Stable" Outlook Stable.

As on 31^st March, 2025, the total borrowings of
the Company stood at ' 751.29 Crores, of which
' 750 Crores comprises unsecured debt. Given the
capital-intensive nature of the industry in which
the Company operates, the Board of Directors, at
its meeting held on 25^th April, 2025, approved the
revision of the overall borrowing limits pursuant to
Section 180(1)(c) of the Act.

In addition, the Board also approved the creation
of charges on the Company’s movable and
immovable assets, both present and future, in
accordance with Section 180(1)(a) of the Act, for
securing the borrowings already made or to be
made under the revised borrowing limits subject
to approval of members at the ensuing AGM.

b) Deposits

During the year under review, the Company has
neither accepted any deposits nor there were any
amounts outstanding at the beginning of the
year which were classified as "Deposits" in terms
of Section 73 of the Act read with the Companies
(Acceptance of Deposit) Rules, 2014 and hence,
the requirement for furnishing of details of deposits
which are not in compliance with the Chapter V of
the Companies Act, 2013 is not applicable.

DISCLOSURE OF ORDERS PASSED BY
REGULATORS OR COURTS OR TRIBUNAL

No significant and material orders have been passed
by any Regulator or Court or Tribunal which can have
impact on the going concern status and the Company’s
operations in future.

PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE

The Company has zero tolerance for sexual harassment
at workplace and has adopted a Policy on Prevention,
Prohibition and Redressal of Sexual Harassment at
workplace in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and Rules framed
thereunder. Internal Complaints Committee ("ICC”) is in
place for all works and off i ces of the Company to redress
complaints received regarding sexual harassment.
The policy on Prohibition, Prevention & Redressal of
Sexual Harassment is available on the website of the
Company at https://lloyds.in/investors/investor-policies/

During the Financial Year under review, no complaints
with allegation of sexual harassment were filed with
the ICC.

ENERGY CONSERVATION, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

The disclosure of particulars with respect to
Conservation of Energy, Technology Absorption and

Foreign Exchange Earnings and Outgo as required
under Section 134(3)(m) of the Act read with Rule 8(3)
of the Companies (Accounts) Rules, 2014 is set out as
"Annexure - VII" and forms a part of this Annual Report.

BUSINESS RESPONSIBILITY AND
SUSTAINIBILITY REPORT ("BRSR”)

In terms of Regulation 34(2)(f) of the Listing Obligations
and Disclosure Requirements (LODR) Regulations
2015, the Company’s Business Responsibility Report
describing the initiatives taken by the Company from
an environmental, social and governance perspective
forms part of this Annual Report and has been hosted
on the website of the Company at https://lloyds.in/
investors/annual-report-and-financial-results/

ANNUAL RETURN

Pursuant to Section 92(3) read with section 134(3)

(a) of the Act, copies of the Annual Returns of the
Company prepared in accordance with Section
92(1) of the Act read with Rule 11 of the Companies
(Management and Administration) Rules, 2014
is hosted on the website of the Company at
https://lloyds.in/investors/shareholders-information/

LISTING FEES

The listing fees payable for the Financial Year 2024-25
has been paid to BSE Limited and National Stock
Exchange of India Limited ("NSE") within due date.

ENVIRONMENT, HEALTH & SAFETY

The Company is committed to maintaining the highest
standards of Environment, Health, and Safety (EHS)
across all its operations. Our EHS policies are designed
to minimize environmental impact, ensure the health
and safety of our employees, and promote sustainable
practices throughout our business processes. In line
with global best practices, we continuously review
and enhance our EHS strategies to ensure compliance
with regulatory requirements, mitigate potential
risks, and foster a culture of safety and environmental
responsibility. Through regular training, monitoring,
and audits, we aim to create a safe and sustainable work
environment that not only protects our workforce but
also contributes to the well-being of the communities
we operate in.

GENERAL DISCLOSURE

During the Financial Year under review:

(a) There was no change in the nature of business of
the Company.

(b) The Company has not issued Equity Shares
with differential rights as to dividend, voting or
otherwise, pursuant to the provisions of Section
43 of the Act and Rules made thereunder.

(c) The Company has not bought back its shares,
pursuant to the provisions of Section 68 of the Act
and Rules made thereunder.

(d) The Company has not issued any Sweat Equity
Shares to its Directors or employees.

(e) The Company has not failed to implement any
corporate action.

(f) The Company has not made any provisions
of money or has not provided any loan to the
employees of the Company for purchase of shares
of the Company, pursuant to the provisions of
Section 67 of the Act and Rules made thereunder.

(g) The Company has not accepted any deposit from
the public, pursuant to the Chapter V of the Act
and Rules made thereunder.

(h) There was no revision of financial statements and
Board’s Report of the Company.

(i) There were no significant material orders passed
by the Regulators/Courts which would impact
the going concern status of the Company and its
future operations.

(j) There were no significant material changes and
commitments affecting the financial position of
the Company, which have occurred between the
end of the Financial Year of the Company to which
the Financial Statements relate and the date of
this Report.

(k) Neither the Managing Director nor the Whole
Time Director of the Company received any

remuneration or commission from any of its
Subsidiaries or Associates.

(l) No application has been made under the Insolvency
and Bankruptcy Code, hence, the requirement to
disclose the details of application made or any
proceeding pending under the Insolvency and
Bankruptcy Code, 2016 during the year along with
their status as at the end of the Financial Year is
not applicable.

(m) The requirement to disclose the details of
difference between amount of the valuation
done at the time of onetime settlement and the
valuation done, while taking loan from the Banks
or Financial Institutions along with the reasons
thereof, is not applicable.

(n) The securities were not suspended from trading
during the year due to corporate actions or otherwise.

(o) No candidate was nominated by small shareholders
in terms of Section 151 of the Act.

(p) None of the Auditors and/or Secretarial Auditors,
resigned during the year.

(q) There was no delay, in holding Annual General
Meeting.

(r) There was no change in Auditors and/or Secretarial
Auditors during the year.

(s) There was no re-appointment of Independent
Director during the year under review.

(t) The financial statements of the Company and its
subsidiaries are placed on the Company’s website
at https://lloyds.in/investors/annual-report-
and-financial-results/

(u) The Cash Flow Statement for the Financial Year
2024-25 is attached to the Balance Sheet which
forms part of this Annual Report.

ACKNOWLEDGEMENTS

Your Directors would like to take this opportunity to
express their sincere gratitude to all of the employees,
customers, and suppliers who have contributed to our
success over the past year. Their hard work, dedication,
and support have been instrumental in achieving the
goals and driving the business forward. We would also
like to thank our Members for their continued trust
and investment in the Company. We are committed to
build strong relationships with all of our stakeholders,
and we value their feedback and input as we strive to
improve and grow our business. We are proud of what
we have accomplished together, and we look forward
to continued success in the years ahead.

For and on behalf of the Board of Directors
Lloyds Metals and Energy Limited

Mukesh Gupta

Date: 25^th April, 2025 Chairman

Place: Mumbai DIN: 00028347