LLOYDS ENGINEERING WORKS LIMITED — M&A Activity 2025

Dec 29, 2025

± www.lloydsengg.in

© CIN: L28900MH1994PLC081235

LLOYDS ENGINEERING WORKS LIMITED

• infoengg@lloyds.in

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(Formerly known as Lloyds Steels Industries Limited)

Date: 29[th] December 2025

To, The General Manager, Department of Corporate Services, BSE Limited, P.J. Towers, Dalal Street, Mumbai - 400 001. BSE Scrip Code: 539992 (Fully paid up) ISIN : INE093R01011 BSE Scrip Code: 890216 (Partly paid up) ISIN : IN9093R01019	To, Manager - Listing Compliance National Stock Exchange of India Limited 'Exchange Plaza'. C-1, G Block, Bandra Kurla Complex, Bandra (E), Mumbai-400 051 Trading Symbol: LLOYDSENGG Trading Symbol: LLOYDSENPP

Dear Sir/Madam,

Subject: General Announcement

With reference to the captioned subject, we wish to inform you that the Board of Directors of the Company at its meeting held today, i.e., on 29[th] December, 2025 has accorded its approval to the draft of Scheme of Merger by Absorption of Lloyds Infrastructure & Construction Limited and Metalfab Hightech Private Limited and Techno Industries Private Limited with Lloyds Engineering Works Limited and their respective shareholders after considering the recommendations of the Audit Committee and the Committee of Independent Directors.

Also note that the details of the as required under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with relevant Securities and Exchange Board of India Circulars has been disclosed as ‘ Annexure A ’ in the outcome dated 29[th] December 2025.

Kindly take the same on your records.

Thanking you,

Yours faithfully,

For Lloyds Engineering Works Limited

Digitally signed by Rahima Rahima Shabbir Shaikh Shabbir Shaikh Date: 2025.12.29 19:52:06 +05'30'

Rahima Shaikh

Company Secretary and Compliance Officer ACS: 63449

• ® Registered Office

• © Corporate Office

• Works

• : Plot No. A-5/5, MIDC Industrial Area, Murbad, District Thane – 421 401 | +91 2524 222271 | +91 95456 54196 : A-2, 2[nd] Floor, Madhu Estate, Pandurang Budhkar Marg, Lower Parel (W), Mumbai – 400 013 | +91 22 6291 8111 : Plot No. A-5/4, A-5/5 & A-6/3, MIDC Industrial Area, Murbad, District Thane – 421 401

• : K-3, Additional Murbad Industries Area, Kudavali Village, MIDC Murbad, District Thane – 421 401

± www.lloydsengg.in

© CIN: L28900MH1994PLC081235

LLOYDS ENGINEERING WORKS LIMITED

• infoengg@lloyds.in

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(Formerly known as Lloyds Steels Industries Limited)

Lloyds Engineering Works Limited. Announces Strategic Merger: Merges Lloyds Infra, Metalfab, and Techno Industries to Create a Unified Engineering & Infrastructure Behemoth

Board approves Merger of three strategic entities into LEWL; Combined entity emerges as a complete "Design-to-Execution" solutions provider with a ~₹6,150 Crore Order Book (as on H1FY26)

Mumbai, India

Lloyds Engineering Works Limited (LEWL) today announced a historic milestone in its corporate evolution, approving the strategic merger of three group entities Lloyds Infra and Construction Ltd (LICL) , Metalfab , and Techno Industries into LEWL.

This massive merger fundamentally transforms LEWL from a premium equipment manufacturer into a Complete Engineering and Infrastructure Solutions Provider . By dissolving the boundaries between its manufacturing arms and its infrastructure execution wing, LEWL creates a singular, streamlined entity capable of delivering the entire industrial value chain from conceptual design and high-precision manufacturing to turnkey project execution.

The Strategic Rationale: Unifying Design, Manufacturing, and Execution

The merger integrates the unique capabilities of four distinct powerhouses into one balance sheet:

1. Design (LCE): Through LICL’s division, Lloyds Consulting Engineers (LCE) , the combined entity gains high-end design and engineering consultancy capabilities.

2. Manufacturing (LEWL, Metalfab, Techno): Consolidating the heavy engineering prowess of LEWL with the specialized component manufacturing of Metalfab and Techno.

3. Execution (LICL): Leveraging the massive EPC and infrastructure execution engine of LICL.

This vertical integration effectively resets the company’s growth ceiling, allowing it to bid for and execute larger, multi-disciplinary contracts while capturing value at every stage of the project lifecycle.

® Registered Office © Corporate Office

‡ Works

: Plot No. A-5/5, MIDC Industrial Area, Murbad, District Thane – 421 401 | +91 2524 222271 | +91 95456 54196

: A-2, 2[nd] Floor, Madhu Estate, Pandurang Budhkar Marg, Lower Parel (W), Mumbai – 400 013 | +91 22 6291 8111 : Plot No. A-5/4, A-5/5 & A-6/3, MIDC Industrial Area, Murbad, District Thane – 421 401

: K-3, Additional Murbad Industries Area, Kudavali Village, MIDC Murbad, District Thane – 421 401

± www.lloydsengg.in

© CIN: L28900MH1994PLC081235 * infoengg@lloyds.in

LLOYDS ENGINEERING WORKS LIMITED

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(Formerly known as Lloyds Steels Industries Limited)

H1FY26 Financial Performance: The Power of Merger

The merger consolidates the financial strengths of all four entities. The table below illustrates the Pro-Forma Combined Performance for the half-year ended September 30, 2025 (H1FY26):

Entity	Total Income (₹ Cr)	EBITDA (₹ Cr)	PAT (₹ Cr)	Order Book (₹ Cr)
LEWL (Standalone)	418.40	78.21	50.81	1,315
Lloyds Infra (LICL)	911.23	147.95	99.19	4,558
Metalfab	84.55	18.31	15.27	152
Techno Industries	70.12	(2.37)	(4.29)	124
TOTAL (Combined)	1,484.3	242.1	161.0	6,150

Operational Highlights (H1FY26) & Marquee Order Wins

• Lloyds Engineering Works Ltd (Standalone): The core manufacturing engine delivered strong growth with EBITDA margins stable at 18.69%. The company has solidified its market dominance by securing prestigious orders, including a landmark consortium deal with Primetals worth ₹613 Crore + €18 Million from the SAIL – IISCO Steel Plant (4.2 MTPA). Additionally, LEWL has bagged significant mandates from industry majors like FLSmidth and Reliance Industries.

• Lloyds Infra and Construction Ltd (LICL): The infrastructure giant brings immense scale and profitability, clocking a 16.2% EBITDA margin and a PAT of nearly ₹100 crore in just six months. Adding to its momentum, LICL has expanded its portfolio by securing a major road project worth over ₹340 crore, further diversifying its order book beyond industrial EPC.

• Metalfab : A high-margin performer, Metalfab contributed significantly with an impressive 21.65% EBITDA margin, reinforcing the group's operational efficiency.

• Combined Strength : The unified entity commands an order book of ~₹6,150 crore, providing robust long-term revenue visibility and a diversified mix of manufacturing and infrastructure projects.

Transaction Overview & Shareholding Impact

The merger of LICL (Associate), Metalfab (Subsidiary), and Techno Industries (Subsidiary) into LEWL is w.e.f 01/04/2025. The valuation for the merger has been pegged as follows:

• Lloyds Infra (LICL): Valued at ₹2,849 Crore .

• Metalfab: Valued at ₹317 Crore .

® Registered Office © Corporate Office

‡ Works

: Plot No. A-5/5, MIDC Industrial Area, Murbad, District Thane – 421 401 | +91 2524 222271 | +91 95456 54196

: A-2, 2[nd] Floor, Madhu Estate, Pandurang Budhkar Marg, Lower Parel (W), Mumbai – 400 013 | +91 22 6291 8111 : Plot No. A-5/4, A-5/5 & A-6/3, MIDC Industrial Area, Murbad, District Thane – 421 401

• : K-3, Additional Murbad Industries Area, Kudavali Village, MIDC Murbad, District Thane – 421 401

± www.lloydsengg.in

© CIN: L28900MH1994PLC081235

LLOYDS ENGINEERING WORKS LIMITED

• infoengg@lloyds.in

==> picture [151 x 62] intentionally omitted <==

(Formerly known as Lloyds Steels Industries Limited)

To facilitate this merger, LEWL will issue approximately 38.1 crore new shares to the shareholders of the merging entities. Consequently, the company's total equity base will expand to 185.52 crore shares , up from the pre-merger base of 147.42 crore shares . This expanded equity base is inclusive of partly paid shares, which are slated to be converted into fully paid shares over time.

Strategic Shareholding Update:

Post-merger, Mr. B Prabhakaran and Family & along with his controlled entities will hold a significant stake of 21.03% in the expanded LEWL entity, reinforcing their long-term commitment to the company's growth trajectory.

Mr. Shree Krishna Gupta, Whole Time Director of Lloyds Engineering Works Ltd., highlighted the visionary nature of this unification:

"This merger is not just about size; it is about synergy. By bringing Lloyds Infra, Metalfab, and Techno Industries under one banner, we are eliminating silos. We are no longer just a manufacturer or just an EPC contractor—we are a complete solutions partner.

We are integrating the 'Design' capabilities of Lloyds Consulting Engineers, the 'Manufacturing' precision of LEWL, Techno and Metalfab, and the 'Execution' might of Lloyds Infra. With a combined order book exceeding ₹6,100 crore and a unified balance sheet, we are now in our strongest position ever to deliver stupendous growth and realize our target of 4x revenue growth in FY25."

The merger transaction described herein are subject to necessary statutory and regulatory approvals, including but not limited to approvals from the Competition Commission of India (CCI) , the National Company Law Tribunal (NCLT) , stock exchanges, and other relevant authorities.

® Registered Office © Corporate Office

‡ Works

: Plot No. A-5/5, MIDC Industrial Area, Murbad, District Thane – 421 401 | +91 2524 222271 | +91 95456 54196

: A-2, 2[nd] Floor, Madhu Estate, Pandurang Budhkar Marg, Lower Parel (W), Mumbai – 400 013 | +91 22 6291 8111 : Plot No. A-5/4, A-5/5 & A-6/3, MIDC Industrial Area, Murbad, District Thane – 421 401

• : K-3, Additional Murbad Industries Area, Kudavali Village, MIDC Murbad, District Thane – 421 401

± www.lloydsengg.in

© CIN: L28900MH1994PLC081235

LLOYDS ENGINEERING WORKS LIMITED

• infoengg@lloyds.in

==> picture [151 x 62] intentionally omitted <==

(Formerly known as Lloyds Steels Industries Limited)

About Lloyds Engineering Works Limited (LEWL):

Lloyds Engineering Works Limited, incorporated in 1994, is a complete customised Process plant equipment-providing company in India. It provides a complete engineering and infrastructure solutions package by designing engineering, manufacturing, fabrication and installation. Its products cover various categories in Heavy Equipment, Machinery and Systems for the Mining to Metal (Steel), Hydro carbon, Oil & Gas, Thermal Power Plants, Nuclear Power Plant, Heat recovery, Marine sectors on Turnkey basis s. Various authorities like the Industrial Boiler Regulatory Authority, SGS UK, Petroleum and Explosives Safety Organisation, etc. have approved its facilities. The company's state-of-the-art manufacturing facilities are located in Murbad, Thane, Nagpur & Bhilai and headquartered in Mumbai.

For more information, please contact:

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Tel :- +91-9892183389 Email: lloyds_ir@lloyds.in

Safe Harbour: This document may contain forward-looking statements about the Company, which are based on the beliefs, opinions, and expectations of the Company’s management as of the date of this press release and the Company does not assume any obligation to update its forward-looking statements if those beliefs, opinions, expectations, or other circumstances should change. These statements are not the guarantees of future performance and involve risks and uncertainties that are difficult to predict. Consequently, readers should not place any undue reliance on such forward- looking statements.

• ® Registered Office

• © Corporate Office

• Works

: Plot No. A-5/5, MIDC Industrial Area, Murbad, District Thane – 421 401 | +91 2524 222271 | +91 95456 54196

• : A-2, 2[nd] Floor, Madhu Estate, Pandurang Budhkar Marg, Lower Parel (W), Mumbai – 400 013 | +91 22 6291 8111

: Plot No. A-5/4, A-5/5 & A-6/3, MIDC Industrial Area, Murbad, District Thane – 421 401

• : K-3, Additional Murbad Industries Area, Kudavali Village, MIDC Murbad, District Thane – 421 401

LLOYDS ENGINEERING WORKS LIMITED

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A DEFINING MOMENT Creating an Engineering & Infrastructure Behemoth

Merger of:

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LLOYDS INFRASTRUCTURE
& CONSTRUCTION
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METALFAB
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TECHNO INDUSTRIES
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Outcome:

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One unified, vertically integrated Design-to-Execution powerhouse

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Combined Order Book of ~₹6,149 Crore (H1FY26) Stronger scale, deeper capabilities, sharper execution

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• MERGER OF GROUP ENTITIES

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One Group. One Balance Sheet. One Vision.

BEFORE:

• Manufacturing and EPC capabilities operated across multiple entities

• Value captured in silos

AFTER THE MERGER:

• Single, integrated entity

• Unified leadership, assets, and execution

• Simplified structure with enhanced bidding strength

WHAT THIS MEANS:

• Faster decision-making

• Better capital efficiency

• End-to-end project ownership

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STRATEGIC RATIONALE

DESIGN

MANUFACTURING

EXECUTION

INTEGRATED OFFERING

• Lloyds Engineering Works

• Lloyds Consulting Engineers (LCE)

• High-end engineering & consultancy expertise

• Metalfab

• Techno Industries

• Heavy engineering & precision

• components

• • Lloyds Advance Defense System

LICL’s EPC & infrastructure execution strength

• Ability to bid for large, multi-disciplinary contracts

• Value capture across the entire project lifecycle

• Resetting the company’s long-term growth ceiling

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COMBINED PERFORMANCE (H1FY26)

Allfigures in₹ Cr.	Allfigures in₹ Cr.	Allfigures in₹ Cr.	Allfigures in₹ Cr.	Allfigures in₹ Cr.
Entity	Total Income	EBITDA	PAT	Order Book
LEWL (Standalone)	418.40	78.21	50.81	1,315
Lloyds Infra (LICL)	911.23	147.95	99.19	4,558
Metalfab	84.55	18.31	15.27	152
Techno Industries	70.12	(2.37)	(4.29)	124
TOTAL (Combined)	1,484.30	242.10	160.98	6,149

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OPERATIONAL HIGHLIGHTS & MARQUEE WINS

Execution Excellence at Scale (H1FY26)

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LEWL

LICL

METALFAB

TECHNO INDUSTRIES

• EBITDA margin: 18.69%

• Landmark consortium order:

• ₹613 Cr + €18 Mn (SAIL – IISCO Steel Plant, 4.2 MTPA)

• Key recent orders: Primetals Q3-FY26, Reliance Industries

• EBITDA margin: 16.2%

• PAT close to ₹100 Cr in 6 months

• Major road project win: ₹350+ Cr further

• diversifying its order book beyond industrial EPC.

• High-margin contributor

• EBITDA margin: 21.65%

• Received orders from leading Industrial Clients including BHEL, L&T and JSW

• Maintains an order book of ₹124.54 crore, with prestigious orders from Indian Railways and leading real estate developers; reported total income of ₹70 crore in H1FY26.

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• TRANSACTION STRUCTURE & SHAREHOLDING

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Merger Mechanics & Ownership Impact

Appointed Date: 01 April 2025

SHARAE EXCHANGE RATIOS:

• LICL: 1,798 LEWL shares for every 1,500 LICL shares

• Metalfab: 94 LEWL shares for every 5 Metalfab shares

EQUITY EXPANSION:

• New shares issued: ~38.1 Cr

• Total equity post-merger: 185.52 Cr shares from the pre-merger base of 147.42 Cr shares

STRATEGIC SHAREHOLDING:

• Mr. B. Prabhakaran & family: 21.03% stake

• Reinforces long-term promoter commitment

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THANK YOU

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