Lloyds Metals Director Discussions


Dear members,

Your Directors are pleased to present the Forty-Sixth Annual Report on the business and operations of Lloyds Metals and

Energy Limited, along with the summary of the Audited Standalone and Consolidated Financial Statements for the financial year ended 31st March, 2023.

FINANCIAL PERFORMANCE AND THE STATE OF THE COMPANYS AFFAIRS

(in Rs Crores)

Particulars

Standalone Consolidated
Current year Previous year Current year Previous year
2022-23 2021-22 2022-23 2021-22
Revenue from operations 3,392.31 697.50 3,392.31 697.50
Other Income 74.46 29.75 74.46 29.75
Total Income 3,466.77 727.25 3,466.77 727.25
Profit before Finance Cost, Depreciation 884.75 175.29 884.75 175.29
Amortisation Expenses and Tax Expenses
Less: Finance Cost 65.04 18.14 65.04 18.14
Depreciation 23.00 17.98 23.00 17.98
Exceptional Items (1,194.40) (51.36) (1,194.40) (51.36)
Profit/(Loss) before tax (397.68) 87.80 (397.68) 87.80
Less: Deferred Tax (109.14) (9.51) (109.14) (9.51)
Profit/(Loss) after tax (288.54) 97.30 (288.54) 97.30
Share of Profit/(Loss) of Associate - - (0.01) 0.07
Profit/(Loss) for the Period (288.54) 97.30 (288.54) 97.37
Other comprehensive income (net of tax) 2.07 0.73 2.07 0.73
Total Comprehensive Income of the (286.47) 98.03 (286.48) 98.10
Year (net of tax)

REVIEW OF OPERATIONS

The revenue growth was driven by volume and price growth and various operational efficiencies in both sponge iron and iron ore. However, iron ore took the lead in the operations and constituted more than 70% of revenue for F.Y. 2022-23. Market conditions which were volatile during the year improved mildly at far end of the year. The Company recorded its highest ever quarterly revenues of over Rs 1,000 crores in its Q3 of the F.Y. 2022-23.

The Company during the year had 03 (three) separate business segments – manufacturing of sponge iron, generation of power and mining of iron ore. The Segment wise performances are as below:

SPONGE IRON DIVISION

During F.Y. 2022-23, the Company recorded its peak capacity utilization of its DRI plant at 75% as against 46% in F.Y.2021-22. The Company undertook various modernization and overhauling of the DRI plant in Ghugus to increase its throughput.

The production of Sponge Iron Division is as below:

F.Y. 2022-23

F.Y. 2021-22 F.Y. 2020-21
2,04,161 MT 1,17,030 MT 90,956 MT

Showing an increase of 74.45%.

The total income of the division is as below:

(Rs In Crores)

F.Y. 2022-23

F.Y. 2021-22 F.Y. 2020-21
748.99 445.42 241.87

Showing an increase of 68.15%.

The Company is fast executing a 70,000 Tonnes per annum Plant at Konsari, Gadchiroli district of the State of Maharashtra. The same shall be commissioned in H1 of F.Y.2023-24, investments for the same are envisaged.

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:

F.Y. 2022-23

F.Y. 2021-22 F.Y. 2020-21
20.98 MWH 17.41 MWH 12.37 MWH

The total income of the division was as below:

(Rs In Crores)

F.Y. 2022-23

F.Y. 2021-22 F.Y. 2020-21
75.01 49.73 36.41

Showing an increase of 50.83%.

IRON ORE MINING ACTIVITIES

The Iron ore mining activities are operating in full swing at the Surjagarh area of Gadchiroli district of the State of Maharashtra. With the assistance of Thriveni Earthmovers Private Limited ("TEMPL"); Mine Development operator ("MDO") and a Co-Promoter of the Company. The Company during the period under review was able to mine its rated capacity successfully. To meet the increasing demand for iron ore and steer organic growth, the Company had planned to increase the iron ore capacity from this mine. Accordingly, the Company sought necessary approvals for the same and received in March2023.

The Government of India ("GOI") has approved the Companys request to enhance the iron ore capacity for the mine. Accordingly, the GOI has granted Environmental Clearance ("EC") and Maharashtra Pollution Control Board ("MPCB") has issued Consent to Operate ("CTO"). With this, the Capacity of the Mine has now been enhanced to 10 Million Tonnes per annum from 3 Million Tonnes per annum. The Company has completed mobilisation of all necessary equipments and machineries to mine the enhanced capacity. Further evacuation network is being strengthened.

The iron ore production is as below:

F.Y. 2022-23

F.Y. 2021-22 F.Y. 2020-21
35,82,976 MT 27,59,870 MT NIL

Showing an increase of 29.82%

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

F.Y. 2022-23

F.Y. 2021-22 F.Y. 2020-21
53,25,527 MT 3,05,994.14 MT NIL

Showing an increase of 1640.40%.

The total income of the mining division is as below:

(Rs In Crores)

F.Y. 2022-23

F.Y. 2021-22 F.Y. 2020-21
2,651.10 237.97 NIL

The Company remains confident of mining, handling, and selling the total quantity of 10 Million Metric Tonnes iron ore in F.Y. 2023-24.

Reserves Of Iron Ore

The quality of the iron ore mined from the Companys mines comprises of Hematite in Maharashtra with an average grade of 63% Fe. The Company does not have to pay any premium to the Government over the lifetime of its Surjagarh Iron Ore Mine. It has a total lease area of 348.09 Hectares with a lease period of 50 years till 2057.

The Company aims for a sustainable and long-term growth journey; thus, the Company has also re-assessed its iron ore reserves in its existing mine. Initial drilling conducted pre-1972 pegged reserves at 90 Million Tonnes. The Company engaged Tata Steel Industrial Consulting Limited, a team to reassess the resources based on an enhanced drilling mechanism. Preliminary reports suggest reserves of 180+ Million Tonnes. Further, studies are also being undertaken to evaluate BHQ (Banded Hematite Quartz) quantities.

Reserves of BHQ, which can be beneficiated, have an initial estimate of 550 Million Metric Tonnes. These are preliminary studies and the final UNFCC-approved JORC report shall be issued under the aegis of Tata Steel Industrial Consulting Limited soon after their detailed study, which is expected by H1 F.Y. 2023-24.

CAPEX

A. Proposed green field plant at konsari, gadchiroli:

The Company has already been allotted 124 acres of land for a green field plant at Konsari, Gadchiroli in 2017 where the Companys iron ore mine is located; it is also one of the Prime Ministers aspirational District.

The Company has started with two modules of 95 Tonnes per day sponge iron plant along with 4 Mega Watt waste heat recovery power plant, totaling 62,700 MTPA.

The Company has various best national and international agencies on board for successful and timely commencement of the Plant / Project.

The Board of Directors of the Company have approved the expansion plan in their Meetings held on 20th January, 2023 & 16th March, 2023.

b. Forward integration project ghugus:

The Company has been operating 1x500 Tonnes per day, 4x100 Tonnes per day Coal based DRI and 35 Mega Watt Power Plant based on WHRB and AFBC boilers at Ghugus in Chandrapur district in Maharashtra. And also has an iron ore mine in operation, in the nearby district of Gadchiroli. In line with the Companys long-term strategy of being present in the complete value chain of steel making and efficient use of its iron ore the Company is evaluating various projects at Ghugus with additional DRI units, Steel Melting and Rolling Mill units as a part of the expansion projects. Presently, the Company is selling its DRI (an intermediate steel product) and Power to various consumers in the State of Maharashtra.

The Members of the Board in their Meeting held on 14th September, 2020 had approved for the expansion of the project at Ghugus. At the time, the Company was considering Induction Furnace Route. However, after due consideration, and considering various factors, the as follows:project configuration

? 2x500 TPD DRI kiln

? 2x30/35 MW Power Plant

? 2x50 T EAF, 2x50 T LRF, 1x50 T VD (Earlier envisaged as Induction Furnace route)

? 1x3/4 strand Billet Caster

? Wire Rod Mill- 6,00,000 TPA

The Project will produce alloy steel in wire rod form of LC, MC and HC which are in high demand in the market.

Land has been acquired historically and necessary area development is being undertaken along with a number of other studies. Environmental Clearance ("EC") is expected by June2023, an approval for IPS has been received from Directorate of Industries for 110% of the project outlay. Orders for Engineering services are completed and land development activities have commenced

The Company has on Board various best national and international agencies on board for successful and timely commencement of the Plant / Project. The Board of Directors of the Company have approved the expansion plan in their Meeting held on 20th January, 2023.

C. Road ahead for mining:

Surjagarh (Wooria hills) located in Surjagarh hill range is a well-known region in the Gadchiroli district of the State of Maharashtra, due to its good quality of iron ore.

Preliminary reports suggest reserves of 180+ Million Tonnes. Further studies are also being undertaken to evaluate BHQ (Banded Hematite Quartz) quantities.

Reserves of BHQ, which can be beneficiated, have an initial estimate of 550 Million Metric Tonnes. These are preliminary studies & the final UNFCC-approved JORC report shall be issued under the aegis of Tata Steel Industrial Consulting Limited soon after their detailed study, which is expected in F.Y. 2023-24.

In next few months, in line with UNFCC guidelines for JORC standard of Resource reporting, the Company will drill 215 holes, with a total of nearly 40,000 meters. As a part of the exploration drilling, the Company has mobilized 6 core drill rigs and

2 Reverse Circulation ("RC") drill rigs. The total exploration program is expected to be completed in a period of 4-5 months.

The Company has also developed a "Stockyard" near Allapalli with a truck weighment and screening facility capable of handling 10 Million Metric Tonnes of Iron Ore material per annum.

The Company is gearing up for export of iron ore post necessary approvals in F.Y. 2023-24.

In F.Y. 2023-24, the Company plans to dispatch approximately 10 Million Metric Tonnes, by reducing the stock at the pithead. The Company has also got the Mining Plan approved for 10 Million Metric Tonnes per annum, Environment Clearance received and Consent to Operate ("CTO") has also been received. The expansion plan of the same has been approved by the Board in their Meeting held on 16th March, 2023.

The proposed Konsari DRI plant will benefit the people of LWE affected Gadchiroli district, which will provide employment to minimum of 1,100 local people directly and about 2,000 indirectly leading to an overall development of the region affected by naxalites.

The current status of the Konsari Plant is that the land has been procured, Environmental Clearance ("EC") for the first phase and Government Subsidy Letter are yet to be received.

Going forward all future investments will be from internal accruals & net debt target will be kept at zero.

On standalone basis

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

(Rs In Crores)

F.Y. 2022-23

F.Y. 2021-22 F.Y. 2020-21
3,466.77 727.25 273.31

The Company has reported a net profit as below:

(Rs In Crores)

F.Y. 2022-23

F.Y. 2021-22 F.Y. 2020-21
(288.54) 97.30 0.13

On Consolidated basis

The consolidated total income of the Company is also below:

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

(Rs In Crores)

F.Y. 2022-23

F.Y. 2021-22 F.Y. 2020-21
3,466.77 727.25 273.31

The Company has reported a net profit on consolidated basis as below:

(Rs In Crores)

F.Y. 2022-23

F.Y. 2021-22 F.Y. 2020-21
(288.55) 97.37 0.13

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and its subsidiaries, prepared in accordance with the Companies Act, 2013 and applicable Indian Accounting Standards along with all relevant documents and the Auditors Report form part of this Annual Report. The Consolidated Financial

Statements presented by the Company include the financial results of its subsidiaries.

The Financial Statements as stated above are also available on the website of the Company at www.lloyds.in.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

As on 31st March, 2023, the Company has 02 (two) Subsidiaries viz;

? Thriveni Lloyds Mining Private Limited (erstwhile Joint Venture of the Company however, a subsidiary w.e.f. 20th January, 2023)

? Lloyds InfiniteFoundation (a wholly owned subsidiary of the Company w.e.f. 18th October, 2022)

Pursuant to Rule 8(5)(iv) of the Companies (Accounts) Rules, 2014, the names of the companies which have become and ceased to be associates/subsidiary/joint venture companies during the year are provided below.

Sr. No. Companies which became associates/subsidiary/ joint venture during the year under review

1. Thriveni Lloyds Mining Private Limited (erstwhile Joint Venture of the Company however, a subsidiary w.e.f. 20th January, 2023)]

2. Lloyds Infinite Foundation (a wholly owned subsidiary of the Company w.e.f. 18th October, 2022)

Sr. No. a. Companies which ceased to be associates / subsidiary / joint venture during the year under review for Joint ventures:

1. Thriveni Lloyds Mining Private Limited (erstwhile Joint Venture of the Company however, a subsidiary w.e.f. 20th January, 2023)]

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 Boards report. The statement also provides details of the performance and financial position of the associate.

Dividend

In order to preserve reserves your company does not declare any dividend for the said financial year.

Transfer To Reserves

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

Share Capital Issuance Of Optionally Fully Convertible Debentures ("Ofcd") Under arbitration award dated 22nda pril, 2022 and an additional / supplementary arbitration award dated 28tha pril, 2022

An Arbitration Award was passed by the Sole Arbitrator Mr. Justice A.R. Joshi (Retd.) Former Judge, Bombay High Court, under the Arbitration and Conciliation Act, 1996 on 22nd April, 2022 in the matter of arbitration between Sunflag Iron & Steel Company Limited ("Sunflag") and Lloyds Metals and Energy Limited ("the Company").

The matter in nutshell was that the Company and Sunflag from the year 2004 were entering into various understandings and contracts to have joint and equal control on the iron ore mine of the Company and sharing of the iron ore extracted in the ratio of 60% and 40% respectively. In return Sunflag assisting the Company with the required funding for capital and operational expenditure.

However, for reasons not attributable to both the parties the said arrangements could not take place and the mining operations could not be commenced. During this period Sunflag had advanced funds to the Company towards the operation and commencement of the mine. In the year 2016, the Company started mining operations with minimal production; however, the Company could not share the iron ore extracted with Sunflag for various reasons.

The Company and Sunflag were engaged in discussions to resolve the issue amicably but the same could not be resolved. Sunflag then invoked the arbitration clause and initiated the arbitration proceedings. The claim(s) made by Sunflag were as follows:

1. Repayment of the amount paid by Sunflag along with the interest @4% + SBI PLR compounded annually amounting to Rs 312 Crores;

2. A demand of Rs 1,433 crores towards Sunflags right of 40% mineral extracted at cost over the life of entire mining lease period i.e., 40% of 75 Million Tonnes, i.e., 30 Million Tonnes with a margin of Rs 2000, per tonne amounting to Rs 6,000 Crores and when discounted to the present value of the same worked out to Rs 1,433 crores; and

3. 32% of the equity share of the Company considering the net worth attributable to the mine being 80% of net worth of the Company, and Sunflag having the right of 40 % of the mine.

All the above claims of Sunflag were refuted by the Company and various counter claims were also made. After hearing the arguments of both the parties, the learned Arbitrator had passed an Arbitration Award dated 22nd April, 2022 and an Additional / Supplementary Arbitration Award dated 28th April, 2022. The gist of the Award is as follows:

The Company was liable to pay Rs 900 Crores to Sunflag (i.e., Rs 312 crores on account of refund of advance along with accrued interest and the balance Rs 588 crores as full settlement of all other claims).

Given the amount being large, the Company proposed to settle the said liability, subject to the approval of the Shareholders and in accordance with applicable laws, by issuing 6,00,00,000 0% interest Optionally Fully Convertible Debentures ("OFCDs") which will settle entire liability of the Company on the basis of proposed issue price of Rs 150/- (Rupees One Hundred and Fifty only) or valuation under the SEBI (ICDR) Regulations, 2018 whichever is higher

The OFCDs would be converted not before 9 months but, not later than 18 months at a conversion ratio of 1:1.

This proposal was also agreed to by Sunflag and they were termed as the Non-Promoter of the Company.

Further, the Company was liable to pay an interest at the rate of 9% p.a. on the face value of the OFCDs if the Company fails to convert the OFCDs and in the event the proposed allottee does not exercise the conversion right within the 18 months conversion period, then the OFCDs will be redeemed by the Company within 48 months from the date of allotment and interest would accrue at 9% p.a. on the face value of OFCDs from the expiry of the conversion period of 18 months until redemption of the OFCDs

The Company allotted the said OFCDs to Sunflag on 15th June, 2022 after obtain necessary approvals and compliances with respect to the same.

These OFCDs are converted as on the date of this report.

Conversion of preferentially allotted Convertible warrants to the Promoters of the Company

The Board of Directors in their meeting held on 29th April, 2022 had converted 6,60,00,000 Convertible Warrants of the Company into Equity Shares of face value of Re. 1/- each at a premium of Rs 8.47/- each issued at par via Preferential Allotment to various promoters of the Company listed below:

Sr. No.

Name of the allottees ("warrant holders") Promoter/ Promoter Group

No. of Convertible warrants allotted
1. Plutus Trade & Commodities LLP 2,64,00,000
2. Sky United LLP 1,32,00,000
3. Teamwork Properities 1,32,00,000
Developments LLP
4. Blossom Trade & 1,32,00,000
Interchange LLP

Total

6,60,00,000

The said convertible warrants were allotted on the terms that they shall be convertible (at the sole option of the warrant holder) at any time within a period of 18 months from the date of allotment of convertible warrants in the ratio of 1:1.

Further, the convertible warrant holders at the time of allotment had paid an initial amount of 25% (Rs 2.3675) of the face value as well as premium (per convertible warrant) with the balance 75% (i.e., Rs 7.1025) of the face value as well as premium (per convertible warrant) to be paid before the date of conversion into equity shares of the Company.

Pursuant to the LLP agreement between Plutus Trade & Commodities LLP, Teamwork Properities Developments LLP and the partners of Sky United LLP, the below mentioned convertible warrants were transferred to Sky United LLP on 14th March, 2022 in the below manner. By virtue of the said transfer, Plutus Trade & Commodities LLP and Teamwork Properities Developments LLP had been inducted as the partners of Sky United LLP.

Sr. No.

Warrants transferred from ("transferor")

Warrants transferred to ("transferee")

Nos. of warrants transferred

1.

Plutus Trade & Commodities LLP

Sky United LLP

2,64,00,000

2.

Teamwork Properities

Sky United LLP

1,32,00,000
Developments LLP

Post transfer, the convertible warrants of the Company held by warrant holders were as below ("Warrant Holders"):

Sr. No.

Name of the allottees Promoter/ Promoter Group

No. of Convertible warrants allotted
1. PlutusTrade&CommoditiesLLP NIL
2. Sky United LLP 5,28,00,000
3. Teamwork Properities NIL
Developments LLP
4. Blossom Trade & 1,32,00,000
Interchange LLP

Total

6,60,00,000

On conversion of 6,60,00,000 warrants into equivalent number of equity shares of the Company, Sky United LLP held 6,59,54,638 equity shares representing 14.83% of the erstwhile voting share capital of the Company and Blossom Trade & Interchange LLP held 1,32,00,000 equity shares representing 2.97% of the erstwhile voting share capital of the Company.

Conversion of Preferentially allotted optionally fully Convertible debentures ("ofCds")

The Board of Directors in their meeting held on 29th April, 2022 had converted 1,00,00,000 Optionally Fully Convertible Debentures ("OFCDs") of the Company into Equity Shares of face value of Re. 1/- each at a premium of Rs 19/- each in the conversion ratio of 1:1, issued at par via Preferential Allotment to Thriveni Earthmovers Private Limited ("TEMPL" / "Thriveni"). The said allottee is a co-promoter of the Company.

An Open Offer was triggered due to the above-mentioned events and detailed as below pursuant to Regulation 3(2), Regulation 3(3) and Regulation 5(1) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011:

1. Indirect acquisition of further voting rights in the Company by TEMPL on 29th April, 2022 pursuant to the acquisition of controlling interest in Sky United LLP by TEMPL

TEMPL has also acquired rights and 76% partnership interest and therefore acquired controlling interest in Sky United LLP on 29th April, 2022, which held 1,31,54,638 Equity Shares and 5,28,00,000 Warrants of the Company (at the time of acquisition of rights and 76% partnership interest in Sky United LLP); and

2. Acquisition of 6,28,00,000 Equity Shares collectively by TEMPL and Sky United LLP pursuant to the conversion of OFCDs and Warrants by Thriveni Earthmovers Private Limited and Sky United LLP respectively into Equity Shares on 29th April, 2022:

i) TEMPL exercised its option to convert the OFCDs into Equity Shares on 29th April 2022. Subsequently, the Board of Directors of the Company in their meeting held on 29th April, 2022 approved the issuance and allotment of 1,00,00,000 Equity Shares to TEMPL pursuant to such conversion of OFCDs. Accordingly, TEMPL had acquired 1,00,00,000 Equity Shares representing 2.25% of the Voting Share Capital on 29th April, 2022; and

ii) Sky United LLP has exercised its option to convert the Warrants into Equity Shares on 29th April, 2022. Subsequently, the Board of Directors of the Company in their meeting held on 29th April, 2022 approved the issuance and allotment of 5,28,00,000 Equity Shares to Sky United LLP pursuant to such conversion of Warrants. Accordingly, Sky United LLP had acquired 5,28,00,000 Equity Shares on 29th April 2022.

Blossom Trade & Interchange LLP, a Promoter of the Company had also converted their 1,32,00,000 warrants in to Equity Shares of the Company in the ratio of 1:1 in the same Board Meeting of the Company held on 29th April, 2022 issued on preferential basis.

During the year under review, there was no change in Authorized Share Capital of the Company, which is

Rs 1,00,00,00,000 (Rupees One hundred Crores only) divided into 75,00,00,000 Equity Shares of Re.1/- each amounting to Rs 75,00,00,000/- (Rupees Seventy-Five Crores only) and 2,50,00,000 Preference Shares of Rs 10/- each amounting to Rs 25,00,00,000/- (Rupees Twenty-Five Crores only).

ISSUE OF EQUITY SHARES TO ESOP TRUST

The Nomination and Remuneration Committee in their meeting held on 15th November, 2022 has allotted 1,05,000 Equity Shares to the Lloyds Employees Welfare Trust under Lloyds Metals and Energy Limited Employee Stock Option Plan – 2017.

Conversion of Preferentially allotted optionally fully Convertible debentures ("OFCDS"):

The Company had in their Board Meeting held on 15th June,

2022 allotted 6,00,00,000 OFCDs to Sunflag Iron and Steel Co Limited ("Sunflag") pursuant to Arbitration Award dated 22nd April, 2022 and an Additional / Supplementary Arbitration Award dated 28th April, 2022.

Pursuant to the conversion letter received from Sunflag the said allotted 6,00,00,000 OFCDs have been converted into allotted 6,00,00,000 Equity Shares in the ratio of 1:1 by the Board Members in their Meeting held on 16th March, 2023 and holds 11.89% of the paid-up share capital of the Company.

Further to the above conversion of securities and allotments the paid-up share capital of the Company has increased from Rs 36,87,19,220 as on 31st March, 2022 and to 50,48,24,220 as on 31st March, 2023.

SHAREHOLDERS AGREEMENT

Pursuant to the understanding between the Promoters (i.e., Group – 1 promoter being Lloyds promoters and Group – 2 promoters being Thriveni Earthmovers Private Limited & Sky United LLP both the Promoters group decided to enter into a Shareholders Agreement to record their understanding in respect of mutual rights and obligations of both the groups and to set out the terms & conditions governing the relationship inter-se between them as the Shareholders of the Company as well as with the Company.

Further, pursuant to the conversion of Optionally Fully Convertible Debentures ("OFCDs") and Warrants issued by the Company, the Shareholding of both the Promoter groups as on 31st March, 2023 is as follows:

Group - 1

Sr. No. Name of the Promoter

Nos. of shares to be held post conversion of ofcds & warrants % of shareholding held post conversion of ofcds & warrants
1. Mr. Mukesh R Gupta 7,07,300 0.14%
2. Mr. Rajesh Gupta 12,08,460 0.24%
3. Mr. Ravi Agarwal 1,17,30,000 2.32%
4. Mr. Madhur Gupta 96,00,000 1.90%

5. Mr. Shreekrishna Gupta

96,02,000 1.90%
6. Shree Global 1,57,38,338 3.12%
Tradefin Limited
7. Mrs. Abha Gupta 6,69,540 0.13%
8. Mrs. Renu Gupta 12,04,420 0.24%
9. Mrs. Dipti Mundhra 5,00,000 0.10%
10. Ms. Priyanka Gupta 5,00,000 0.10%
11. ASP Technologies 3,64,00,340 7.21%
Private Limited
12. Triumph Trade & Properties Developers Private Limited 2,91,58,208 5.78%
13. Lloyds Metals and Minerals Trading LLP 3,57,41,529 7.08%
14. Blossom Trade & Interchange LLP 1,32,00,000 2.61%

Total

16,59,57,539 32.87
Group-2

Sr. No. Name of the Promoter

Nos. of shares to be held post conversion of ofCds & warrants % of shareholding held post conversion of ofCds & warrants

1. Thriveni Earthmovers Private Limited

10,00,05,501 19.81%
2. Sky United LLP 6,59,54,638 13.06%

Total

16,59,60,135 32.87%

The Company is also a party to the Shareholders Agreement.

PLEDGE OF EQUITY SHARES OF THE COMPANY BY THE PROMOTERS

The Group 2 promoters of the Company, have pledged their equity shares with Catalyst Trusteeship Limited ("the

Debenture Trustee" / "Debenture Trustee") to secure financial facilities as availed by Thriveni Earthmovers Private Limited ("TEMPL") to secure 53,000 unrated, unlisted, secured, redeemable Non-Convertible Debentures with the face value of Rs 1,00,000/- (Rupees One Lakh only) each under various series aggregating to an amount of Rs 5,30,00,00,000 (Rupees Five hundred and Thirty Crore only). Below are the details of their pledge:

Sr. No.

Name of the Promoter Nos. of shares held % of the total paid-up share capital Nos. of shares pledged % of the total paid-up share capital

1.

Thriveni Earthmovers Private Limited 10,00,03,096 22.48% 2,63,23,252 5.92%
2. Sky United LLP 65954638 14.83% 1,31,54,638 2.96%

UTILIZATION OF FUNDS

During the year under review, the Company has not raised any funds through any mode.

DEMATERIALIZATION OF SHARES

As on 31st March, 2023, there were approximately 50,08,48,070 Equity Shares dematerialized through depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited, which represents about 99.21% of the total issued, subscribed and paid-up capital of the Company.

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. During the year 2018-19, the Nomination and Remuneration Committee of the Company had granted 66,66,640 stock options to the eligible employees of the Company. Further during the financial year under review, the Nomination and Remuneration Committee had allotted 1,05,000 Equity Shares to the Lloyds Employees Welfare Trust under Lloyds Metals and Energy Limited Employee Stock Option Plan – 2017.

The Company hasreceived certificatefrom the auditors of the Company that the "LMEL ESOP 2017" have been implemented in accordance with the SEBI regulations and as per the resolution passed by the Members of the Company.

The necessary disclosure pursuant to section 62 of the Companies Act, 2013 read with Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 and Regulation

14 of the SEBI (Share Based Employee Benefits) with regard to Employee Stock Option Scheme of the Company is available at Companys website i.e., https://www.lloyds.in/

ISSUE OF FRESH GRANTS

The Management is committed to build the Company as a formidable organization and in the process, create value for all its Stakeholders. While it helps create this value, it would like every employee of the Company to get a share in this value too. Hence, the Management of the Company has granted Employee Stock Options ("ESOPs") to all its employees under "Lloyds Metals and Energy Limited Employee Stock Option Plan - 2017" ("LLOYDS ESOP-2017"/ "Plan").

These proposed options have been granted to all the Employees of the Company who are associated with the Company. The approval of the Nomination and Remuneration Committee was obtained in their Meeting held on 26th December, 2022. The number of options granted are 36,75,000 to 409 employees.

The brief points are as below: a. The coverage of this grant is of around 409 employees who have been divided into 19 categories based on their position/designation. Vesting period will commence from December2023 for a period of 5 years till December2027

b. The exercise price is Rs 4/- per option which is the same as per the earlier ESOP cycle of the Company.

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.

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

The year under review saw the following changes to the Board of Directors ("Board").

Inductions To The Board

1. Based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors in accordance with the provisions Section 196, 197, 203 read with Schedule V of the Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in their Meeting held on 15th November, 2021 has re-appointed Mr. Babulal Agarwal (DIN: 00029389) as the Managing Director of the Company for a further period of 01 (one) year commencing from 01st January, 2023 to 31st December, 2023 (both days inclusive). The same has been approved by the Members vide Postal Ballot resolution dtd. 18th December, 2022.

2. Based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors in accordance with the provisions of Section 149 read with Schedule IV to the Companies Act, 2013 and applicable SEBI Listing Regulations, in their Meeting held, on 20th January, 2023, in terms of the provisions of the Companies Act, 2013, appointed

Dr. Satish Ramchandra Wate (DIN: 07792398) as an Additional Independent Director of the Company not liable to retire by rotation, for a period of 05 (five) years (i.e., one tenure) commencing from 20th January, 2023.

Dr. Wate has several years of experience in Environmental Impact and Risk Assessment, Water Resource Management, Environmental Systems Design, Modeling and Optimization, Carrying Capacity Based Developmental Planning, Environmental Biotechnology, Wastewater Treatment and Environmental Materials for Field Applications.

The Members of the Company have approved appointment of Dr. Satish Wate as the Independent Director of the Company for respective one term of five years vide Postal ballot resolution dtd. 16th April, 2023.

3. Based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors in accordance with the provisions of Section 149 read with Schedule IV to the Companies Act, 2013 and applicable SEBI Listing Regulations, in their Meeting held, on 16th March, 2023, appointed Mr. Subbarao Munnang (DIN: 06495576) as an Additional Independent Director of the Company not liable to retire by rotation, for a period of 05 (five) years (i.e., one tenure) commencing from 16th March, 2023.

He has played a key role in increasing percentage of sponge iron (HBI, DRI) in charge mix in EAF, IF, COREX at the initial stages of establishment of DRI Industry in India. He has a track record of turning around loss-making company into profit making and a continuous dividend paying company. He also entered into mineral exploration portal and handled 14 iron ore, lime stone blocks. He also Developed domestic market for foundry grade pig iron, iron ore pellets and also expanded export market for pellets to Middle East, North America, Europe etc.

The Members of the Company have approved appointment of Mr. Subbarao Munnang as the Independent Director of the Company for respective one term of five years vide Postal ballot resolution dtd. 16th April, 2023.

4. In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company, Mr. Madhur Gupta, (DIN: 06735907) Director of the Company, retires by rotation at the ensuing 46th Annual General Meeting of the Company and being eligible, offers himself for re-appointment.

KEY MANAGERIAL PERSONNEL

In terms of section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are Mr. Babulal Agarwal, Managing Director, Mr. Riyaz Shaikh, Chief Financial Officer, Ms. Trushali Shah, Company Secretary & Compliance Officer.

During the under review, there was no change in the Key Managerial Personnel of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors state that:

1. In the preparation of the annual accounts for the year ended 31st March, 2023, the applicable accounting standards have been followed and there are no material departures from the same;

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2023 and of the profit of the Company for the year ended on that date;

3. The Directors have taken proper and sufficient care 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;

4. The Directors have prepared the annual accounts on a "going concern basis";

5. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

6. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DISCLOSURE RELATED TO BOARD AND COMMITTEES BOARD MEETINGS

The Board met 07 (seven) times during the F.Y. 2022-23 on 29th April, 2022, 15th June, 2022, 15th July, 2022, 18th October, 2022, 15th November, 2022, 20th January, 2023 and 16th March, 2023. The Meeting details are provided in the Corporate Governance Report that forms part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days as prescribed in the Companies Act, 2013.

Committees of the board

As on March 31, 2023, the Board had 07 (seven) Committees viz: Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee, Corporate Social Responsibility Committee, Share Transfer and Shareholders/Investors Grievance Committee, Committee of Board of Directors and Risk Management Committee. A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report that forms part of this Annual Report.

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 of, and Paras II, V and VIII of Schedule IV to, the Act and Regulation 17 of Para A of Part D of Schedule II to SEBI Regulations 2015, 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 graded 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.

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 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.

Declaration By Independent Directors

The Company has received declaration from the

Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 read with Regulation 16(1)(b) of the Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstances or situations which exist or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as the Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience terms of Section 150(1) of the Act (includingproficiency and applicable rules thereunder) of all Independent Directors on the Board. In terms of Section 150 of the Act, read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed about their enrolment in the data bank of Independent Directors maintained with the Indian Institute of Corporate affairs.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has formulated a programme for Familiarization of Independent Directors with regard to their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates etc. The detail of such Familiarization programme conducted during the financial year 2022-23 can be accessed on the Companys website at https://www.lloyds.in/policies/During the year under review, the Independent Directors met 02 times (two) on 13th September, 2022 and 16th March, 2023. The Meeting held on 16th March, 2023 was held inter alia, to: a. Review the performance of Non-Independent Directors, and the Board of Directors as a whole; b. Review the performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors. c. Assess the quality, content and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present at the said meeting. The observations made by the Independent Directors have been adopted and put into force.

COMPANYS VARIOUS POLICIES

In accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013 the Company has formulated and implemented the following policies. All the Policies are available on Companys website (www.lloyds.in) under the heading "Policies". The policies are reviewed periodically by the Board and updated based on need and requirements.

Whistle blower & vigil mechanism Policy

Whistle Blower Policy of the Company includes in its scope any instances related to Insider Trading and also provides access to the Employees of the Company to report the instances of leak of Unpublished Price Sensitive Information or suspected leak of Unpublished Price Sensitive Information. The Company has established Vigil Mechanism for the Directors and Employees of the Company to report, serious and genuine unethical behavior, actual or suspected fraud and violation of the Companys code of conduct or ethics policy. It also provides adequate safeguards against victimization of persons, who use such mechanism and makes provision for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. None of the Employees of the Company has been denied access to the Audit Committee.

The Whistle Blower & Vigil Mechanism policy can be accessed on the Companys website on at https:// www.lloyds.in/policies/

Policy for related Party transactions

In line with the requirements of Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Policy on Related Party Transactions. The policy regulates all transactions taking place between the Company and its related parties in accordance with the applicable provisions.

The policy on Related Party Transaction can be accessed on the companys website at https://www.lloyds.in/policies/

Code of conduct for director(s) and senior management Personnel

The Company has adopted a Code of Conduct for the Senior Management Personnel, Directors (Executive / Non-Executive) including a Code of Conduct for Independent Directors which suitably incorporates the duties of Independent Directors as laid down in the Act.

The above code can be accessed on the Companys website at https://www.lloyds.in/policies/

Risk management Policy

The Risk Management policy is formulated and implemented by the Company in compliance with the provisions of the Companies Act, 2013 and Regulation 21 of the SEBI (Listing ObligationsandDisclosureRequirements)Regulations, 2015.

The policy helps to identify the various elements of risks faced by the Company, which in the opinion of the Board threatens the existence of the Company.

The Risk Management Policy can be accessed on the Companys website at https://www.lloyds.in/policies/

The Policy has been formed by the Board in their Meeting held on 11th February, 2022 and reviewed in their Meeting held on 16th March, 2023.

Risk management Committee

The Company has formed its Risk Management Committee. The constitution of the Committee is as below: a. Mr. Rajesh Gupta, Non-Executive Promoter Director, Chairman

b. Mr. Madhur Gupta, Non-Executive Promoter Director, Member

c. Mr. Devidas Kambale, Independent Director, Member

d. Mr. Jagannath Dange, Independent Director, Member

As per Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 the requirements and compliances of Risk Management Committee were applicable to the Company for the F.Y. 2022-23.

Nomination and remuneration Policy

In line with the requirements of Section 178 Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Nomination & Remuneration Policy.

The Nomination & Remuneration policy provides guidelines to the Nomination & Remuneration Committee relating to the Appointment, Removal & Remuneration of Directors, Key Managerial Personnel and Senior Management. This policy formulates the criteria for determining qualifications, competencies, positive attributes and independence for the appointment of a director (Executive / Non-Executive) and also the criteria for determining the remuneration of the Directors, Key Managerial Personnel, Senior Management and other employees. It also provides the manner for effective evaluation of performance of Board, its Committees and Individual Directors.

The Nomination and Remuneration Policy can be accessed on the companys website at https://www.lloyds.in/policies/

Nomination and remuneration Committee

The Company has re-constituted its Nomination and Remuneration Management Committee in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The current constitution of the Committee is as below: a. Mr. Jagannath Dange, Independent Director, Chairman b. Mr. Rajesh Gupta, Non-Executive Promoter Director, Member* c. Mr. Devidas Kambale, Independent Director, Member d. Mr. Madhur Gupta, Non-Executive Promoter Director, Member*

* Mr.rajeshGuptaceasedtobea memberoftheCommittee w.e.f. 20th January, 2023 and mr. madhur Gupta became a member of the Company w.e.f. 20 th January, 2023

POLICY FOR DETERMINATION OF MATERIALITY OF AN EVENT OR INFORMATION

In line with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a policy for determination of materiality-based events.

The Policy for Determination of materiality of an event or information policy can be accessed on the Companys website at https://www.lloyds.in/policies/

POLICY ON PRESERVATION OF DOCUMENTS

Inpursuant to Regulation 9 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted the policy on preservation of the documents.

The policy on preservation of documents can be accessed on the Companys website at https://www.lloyds.in/policies/

NSIDER TRADING - CODE OF CONDUCT

In pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted an Insider Trading Code. The Code provides framework for dealing with the securities of Company in mandated manner.

The above Insider Trading-code of conduct can be accessed on the companys website at https://www.lloyds.in/policies/

POLICY FOR PROCEDURE OF INQUIRY IN CASE OF LEAK OF UNPUBLISHED PRICE SENSITIVE INFORMATION ("UPSI")

In pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated a written policy and procedures for inquiry in case of leak of unpublished price sensitive information and initiate appropriate action on becoming aware of leak of unpublished price sensitive information and inform the Board promptly of such leaks, inquiries and results of such inquiries. In pursuant to this regulation, the Company has adopted the Policy for Procedure of Inquiry in Case of Leak of Unpublished Price Sensitive Information ("UPSI").

Policy for procedure of Inquiry in case of Leak of Unpublished Price Sensitive information ("UPSI") can be accessed on from thethe Companys website at https://www.lloyds.in/policies/

CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION

In pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated an Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information which includes therein the policy for determination of "Legitimate purposes for sharing UPSI"

The Code of Practices and Procedures for Fair Disclosure of the Unpublished Price Sensitive Information can be accessed on the companys website at https://www.lloyds.in/policies/

CORPORATE SOCIAL RESPONSIBILITY POLICY

The Corporate Social Responsibility Policy (hereinafter "CSR Policy") of the Company has been prepared pursuant to Section 135 of the Companies Act, 2013 and the Company (Corporate Social Responsibilities) Rules 2014. The CSR policy serves as the referral document for all CSR related activities of the Company. The CSR Policy relates to the activities to be undertaken by the Company as specified in Schedule VII and other amendments / circulars thereon of the Companies Act, 2013.

The CSR Policy can be accessed on the Companys website at https://www.lloyds.in/policies/ The Company has a 100% Wholly-Owned Subsidiary viz., "Lloyds Infinite Foundation". Going forward the Company will be carrying out its major CSR activities through the Foundation.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company has re-constituted its Corporate Social Responsibility Committee in accordance with Section 135 of the Companies Act, 2013 the current constitution of the Committee is as below:

a. Mr. Devidas Kambale, Independent Director, Chairman

b. Mr. Rajesh R. Gupta, Non-Executive Promoter Director, Member

c. Mr. Ramesh Luharuka, Independent Director, Member

The disclosures with respect to CSR activities are given in " annexure - ii".

CORPORATE GOVERNANCE

The Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with. As per Regulation 34(3) Read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance, together

Companys with certificate Statutory Auditors, forms part of this Report.

AUDITORS STATUTORY AUDITOR

Pursuant to Section 139 of the Companies Act, 2013 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 45th Annual General Meeting till the conclusion of 50th 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.

Further provision of ratification of appointment of statutory auditor every year has been omitted by the Companies (Amendment) Act, 2017 effective from 07th May, 2018.

STATUTORY AUDIT REPORT

During the F.Y. 2022-23 there was no fraud occurred, noticed and/or reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 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 31st March, 2023 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 Companies Act, 2013 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 F. Y. 2023-24.

SECRETARIAL AUDIT REPORT

As required under provisions of Section 204 of the Companies Act, 2013, the report in respect of the Secretarial Audit carried out by M/s. Maharshi Ganatra & Associates, Practicing Company Secretary (Membership No.: 11332, CP No.: 14520), in Form MR-3 for the F.Y. 2022-23 is annexed hereto marked as "annexure - vi" and forms part of this Report. The said Secretarial Audit Report being devoid of any reservation(s), adverse remark(s) and qualification(s) etc. does not call for any further explanation(s)/ information or comment(s) from the Board under Section 134(3) (f)(ii) of the Companies Act, 2013.

COST AUDITOR

As per the requirement of Central Government and pursuant to Section 148 of the Companies Act, 2013 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 F.Y. 2023-24 at a remuneration of Rs 30,000/- (Rupees Thirty Thousand only) per annum. As required under the Companies Act, 2013 a resolution seeking members approval for the remuneration payable to the Cost Auditors forms part of the Notice convening the Annual General Meeting.

COST AUDIT REPORT

The Cost audit report for the F.Y. 2021-22 was filed with the Ministry of Corporate Affairs.

MAINTENANCE OF COST RECORDS

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

INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors and the Internal Auditors of the Company on the inefficiency or inadequacy of such controls.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEE GIVEN AND SECURITIES PROVIDED

The Company has not given any loan to any person or other Body Corporate or given any guarantee or provided any security in connection with a loan to any other person or body corporate pursuant to Section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

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 - iii".

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. 32 to the Audited Financial Statement of Company forming part of this Annual Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act,

2013 read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended are annexed hereto marked as "annexure - iv" and forms part of this report.

DISCLOSURE RELATING TO EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any equity shares with differential rights during the year under review and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

DISCLOSURE RELATING TO SWEAT EQUITY SHARES

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company confirms compliance with the applicable requirements of Secretarial Standards 1 and 2.

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 Companies Act, 2013 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 Companys operations in future.

PREVENTION OF SEXUAL HARASSMENT

Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 have been provided in the Report on Corporate Governance.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The Information on conservation of energy, technology absorption, foreign exchange earnings and out go, which is required to be given pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of Companies (Account) Rules, 2014 is annexed hereto marked as "annexure - v" and forms part of this report.

BUSINESS RESPONSIBILITY AND SUSTAINIBILITY REPORT ("BRSR")

In terms of Regulation 34(2)(f) of the SEBI Listing Obligations and Disclosure Requirements (LODR) Regulations 2015, the Companys Business Responsibility Report describing the initiatives taken by the Company from an environmental, social and governance perspective forms part of this Report as annexure – vii and has been hosted on the website of the Company at the following Link: https://www.lloyds.in/

ANNUAL RETURN

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are placed on the website of the Company and is accessible at the weblink http://www.lloyds.in/

LISTING FEES

The listing fees payable for the F.Y. 2023-24 has been paid to BSE Limited and Metropolitan Stock Exchange of India Limited within due date.

CREDIT RATING

Your Companys credit ratings, as on March 31, 2023, obtained from Brickwork Ratings are as follows:

Facility

Amount (Rs in crores)

Tenure

Rating#

Previous Present

Previous(August, 2021)

Present

Fund based

Term Loan-Out-standing 78.01 65.12 Long Term BWR BBB/ BWR BBB+/Stable
Cash Credit – Sanctioned 10 10 Stable Upgraded
Upgraded
Cash Credit – Proposed 11.99 24.88

Total

100 100

#Please refer to BWR website www.brickworkratings.com for definition of the rating assigned

However, as on 31st March, 2023 your Company is a net zero debt free Company.

UNCLAIMED SUSPENSE ACCOUNT

Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year

Number of shareholders who approached issuer for transfer of shares from suspense account during the year

Number of shareholders to whom shares were transferred from suspense account during the year

Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year

Nos. of holders

Nos. of shares

Nos. of holders

Nos. of shares

Nos. of holders

Nos. of shares

Nos. of holders

Nos. of shares

2,533 2,906,350 46 56,500 46 56,500 2,487 2,849,850

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation and gratitude for the assistance and generous support extended by all Government authorities, Financial Institutions, Banks, Customers and Vendors during the year under review. Your Directors wish to express their immense appreciation for the devotion, commitment and contribution shown by the employees of the company while discharging their duties.

For and on behalf of the Board of Directors
Lloyds metals and energy limited
Mukesh Gupta
Date: 25th April, 2023 Chairman
Place: Mumbai DIN: 00028347