Directors Report of Lloyds Metals & Energy Ltd.

Mar 31, 2025

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

Particulars	Standalone		Consolidated
	Current Year	Previous Year	Current Year	Previous Year
	2024-25	2023-24	2024-25	2023-24
Revenue from operations	6,721.40	6,524.65	6,721.40	6,524.65
Other Income	51.32	49.92	51.22	49.94
Total Income	6,772.72	6,574.57	6,772.62	6,574.59
Profit before Finance Cost, Depreciation Amortisation Expenses and Tax Expenses	2,004.54	1,781.23	2,004.13	1,781.20
Less: Finance Cost	27.08	5.64	27.22	5.68
Depreciation	80.48	48.88	80.80	48.99
Profit/(Loss) before tax	1,896.99	1,726.71	1,896.11	1,726.53
Less: Current Tax	(446.03)	(483.56)	(446.19)	(483.61)
Profit/(Loss) after tax	1,450.95	1,243.15	1,449.93	1,242.93
Share of Profit/(Loss) of Associate	-	-	-	-
Profit/(Loss) for the Period	1,450.95	1,243.15	1,449.93	1,242.93
Other comprehensive income (net of tax)	(0.70)	2.75	(0.70)	2.75
Total Comprehensive Income of the Year (net of tax)	1,450.26	1,245.90	1,449.23	1,245.68
Earnings Per Share
Basic (in '')	28.01	24.62	28.01	24.62
Diluted (in '')	26.12	24.43	26.12	24.43

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:

F.Y. 2024-25	F.Y. 2023-24	F.Y. 2022-23
10	10	3.58

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

(Million Tonnes)

F.Y. 2024-25	F.Y. 2023-24	F.Y. 2022-23
9.46	9.65	5.33

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:

F.Y. 2024-25	F.Y. 2023-24	F.Y. 2021-22
5,432.14	5,283.19	2,651.10

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:

F.Y. 2024-25	F.Y. 2023-24	F.Y. 2022-23
3,08,243 MT	2,61,984 MT	2,04,161 MT

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:

F.Y. 2024-25	F.Y. 2023-24	F.Y. 2022-23
977.61	827.48	748.99

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:

F.Y. 2024-25	F.Y. 2023-24	F.Y. 2022-23
29.01MW	26.42 MW	20.98 MW

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

The total income of the division was as below:

F.Y. 2024-25	F.Y. 2023-24	F.Y. 2022-23
97.95	117.82	66.68

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:

F.Y. 2024-25	F.Y. 2023-24	F.Y. 2022-23
265.03	346.08	NIL

*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,

¦ Ensuring optimal utilization of its captive
mineral resources,

¦ Enhancing value chain integration, and

¦ 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:

F.Y. 2024-25	F.Y. 2023-24	F.Y. 2022-23
6,772.72	6,574.57	3,466.77

The Company has reported a net profit as below:

F.Y. 2024-25	F.Y. 2023-24	F.Y. 2022-23
1,450.95	1,243.15	(288.54)

ON CONSOLIDATED BASIS

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

F.Y. 2024-25	F.Y. 2023-24	F.Y. 2022-23
6,772.62	6,574.59	3,466.77

The Company has reported a net profit as below:

F.Y. 2024-25	F.Y. 2023-24	F.Y. 2022-23
1,449.93	1,242.93	(288.55)

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:

Financial Year	Total Dividend (in %)	Cash Outflow including Tax ('' in Crore)
2024-25 (Proposed)	100	52.32
2023-24	100	50.53
2022-23	-	Nil
2021-22	50	18.52

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.

4. 16,96,200 Equity Shares with RBL Bank Limited to provide Bank Guarantee in favour of Thriveni Sainik
Mining Private Limited amounting to '' 115,00,00,000 (Rupees One Hundred Fifteen Crores only)

5. 28,30,737 Equity Shares with Axis Finance to Secure Term Loan to secure Term Loan of
'' 175,00,00,000(Rupees One Hundred Seventy Five Crores only)

6. 22,00,000 Equity Shares with Yes Bank to secure term Loan to secure Term Loan of '' 100,00,00,000(Rupees
One Hundred Crores only)

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	10,00,05,501	19.11%	4,36,07,921	8.33%
2	Sky United LLP	6,59,54,638	12.60%	1,22,00,000	2.33%

viii) Inter-se transfer of Shares between Promoters

During the year under review the following shares were transferred between the promoters of the Company.

Sr. No.	Name of Transferor (Promoter)	Name of Transferee (Promoter)	Mode	% of the total paid-up share capital
1	Dipti Mundhra	Abha Gupta	Gift	5,00,000
2	Rajesh Gupta	Mukesh Gupta	Gift	4,28,400
3	Rajesh Gupta	Ravi Agrawal	Market Sell/Purchase via Block Deal	1,77,240

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:

Sr. No.	Observation/Remarks of the PCS	Management Response
1.	The Company has not	The Board Members
	complied with Regulation	acknowledged the
	43(A) of the SEBI	fine imposed by BSE
	(Listing Obligations and	and emphasized
	Disclosure Requirements)	the importance of
	Regulations, 2015 with	exercising greater
	respect to non-disclosure	care in ensuring
	of Dividend Distribution	compliance. They
	Policy in the Annual Report	further emphasized
	of the Company for the	the need for ongoing
	Financial Year 2023-24	vigilance in all
	and subsequently fine of	compliance-related
	'' 25,000/- levied by BSE	activities to avoid
	Limited where equity	similar issues in
	shares of the Company are listed	the future

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 [e-mail].

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.

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 duringthe 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
2425	2769850	100	115400	100	115400	2325	2654450

RISK ARISING OUT OF LITIGATION, CLAIMS AND UNCERTAIN TAX POSITIONS

The Company is exposed to a variety of different laws, regulations, positions and interpretations thereof which
encompasses Direct/In-Direct taxation and legal matters. In the normal course of business, provisions and
contingencies may arise due to uncertain tax positions and legal matters. Based on the nature of matters, the
management applies various parameters when considering evaluation of risk, expert opinions, including how
much provision to be made in books of accounts considering the potential exposure of each of the matters in
consultation with the Statutory Auditors. The aforesaid potential exposures may change substantially over time
as new facts emerge as each matter progresses, hence these are reviewed regularly/periodically.

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

---

Mar 31, 2024

Your Director’s are pleased to present the Forty-Seventh 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 31^st March, 2024.

FINANCIAL PERFORMANCE AND THE STATE OF THE COMPANY’S AFFAIRS

(in '' Crores)

Particulars	Standalone		Consolidated
	Current Year	Previous Year	Current Year	Previous Year
	2023-24	2022-23	2023-24	2022-23
Revenue from operations	6,521.65	3,392.31	6,521.65	3,392.31
Other Income	52.92	74.46	52.94	74.46
Total Income	6,574.57	3,466.77	6,574.59	3,466.77
Profit before Finance Cost, Depreciation Amortisation Expenses and Tax Expenses	1,781.23	884.77	1,781.20	884.76
Less: Finance Cost	5.64	65.04	5.68	65.04
Depreciation	48.88	23.00	48.99	23.00
Exceptional Items	-	(1,194.40)	-	(1,194.40)
Profit/(Loss) before tax	1,726.71	(397.68)	1,726.53	(397.68)
Less: Current Tax	(483.56)	109.14	(483.60)	109.14
Profit/(Loss) after tax	1,243.15	(288.54)	1,242.93	(288.54)
Share of Profit/(Loss) of Associate	-	-	-	(0.01)
Profit/(Loss) for the Period	1,243.15	(288.54)	1,242.93	(288.55)
Other comprehensive income (net of tax)	2.75	2.07	2.75	2.07
Total Comprehensive Income of the Year (net of tax)	1,245.90	(286.47)	1,245.68	(286.48)

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 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 of 10 Million Tonnes 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 gradually increasing its mining capacity from 10 Million Tonnes per annum to 55 Million Tonnes per annum.

The iron ore production is as below:

F.Y. 2023-24	F.Y. 2022-23	F.Y. 2021-22
1,00,00,000 MT	35,82,976 MT	27,59,870 MT

showing an increase of 179.10 %

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

F.Y. 2023-24	F.Y. 2022-23	F.Y. 2021-22
96,50,284 MT	53,25,527 MT	3,05,994.14 MT

showing an increase of 81.21%.

The total income of the mining division is as below:

F.Y. 2023-24	F.Y. 2022-23	F.Y. 2021-22
5283.19	2,651.10	237.97

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. The operations at the Company’s DRI plant situated at Konsari has also commenced in the financial year 2023-24.

F.Y. 2023-24	F.Y. 2022-23	F.Y. 2021-22
2,61,984 MT	2,04,161 MT	1,17,030 MT

showing an increase of 28.32 %.

The total income of the division is as below:

F.Y. 2023-24	F.Y. 2022-23	F.Y. 2021-22
827.48	748.99	445.42

showing an increase of 10.48 %.

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. 2023-24	F.Y. 2022-23	F.Y. 2021-22
26.42 MWH	20.98 MWH	17.41 MWH

showing an increase of 25.93%.

The total income of the division was as below:

F.Y. 2023-24	F.Y. 2022-23	F.Y. 2021-22
117.82	66.68	43.87

showing an increase of 76.70%.

TRADING OF PELLETS

The Company during the said financial year has started 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 and in order to prepare itself for marketing of pellets of larger volume later when its Pellet Plants at Konsari and Ghugus are commissioned respectively.

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:

F.Y. 2023-24	F.Y. 2022-23	F.Y. 2021-22
346.08	NIL	NIL

*Mandovi River Pellets Private Limited is a related party within the meaning of a Related Party within the meaning of 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 (“SEBI Listing Regulations”)

RESERVES OF IRON ORE

The quality of the iron ore mined from the Company’s 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 (“SIOM”). It has a total lease area of 348.09 Hectares with a lease period of 50 years till 2057.

In the year 1972 a mineral exploration was undertaken at the Company’s Surjagarh Iron Ore Mine (“SIOM”) wherein 57 bore holes (core drilling) had been drilled upto a total of 4,000 Meters during 1963- 1969 & 1970-71 by Directorate of Geology and Mining, Government of Maharashtra where in the reserves were pegged at 81 Million. As of 2022 the iron ore reserves at SIOM were pegged at 87.972 Million Tons.

The Company then engaged TATA Steel Industrial Consulting (“TSIC”), consulting arm of Tata Steel Limited in the year 2022 to carry out further mineral exploration for its SIOM with modern technologies and usage of high-power machineries. 188 bore holes were drilled from the year 2022 upto a total of 23,121 Meters.

As per the Mineral Resource Report received from TSIC, it estimates a geological resource of 863 Million Tonnes which comprises of 157 Million Tonnes of Iron Ore and 706 Million Tonnes of Banded Hematite Quartzite (“BHQ”).

The Company aims for a sustainable and long-term growth journey with an increase of 5.5X in mining over a period of next 4-5 years.

CAPEX / FORWARD INTEGRATION / MINERALIZATION TO INDUSTRIALIZATION

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. And 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 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.

In addition to the below approved expansion projects by the Members of the Board at Ghugus in their Meeting held on 14^th September, 2020. The Company during the year has approved the below expansion projects at Ghugus District Chandrapur.

• Implementation of 1.2 Million Tonnes Wires Road, Blast Furnace and Coke Oven Plant

W.r.t. the forward integration plans of the Management, the Company plans to set-up a 1.2 Million Tonnes Wires Road, Blast Furnace and Coke Oven along with additional DRI capacity which will utilize more than 1 Million Tonnes Pellets. 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- 125 MW

• 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 total investment for the project is '' 4,152 Crores. Further, the best National Engineering agencies have been onboarded for the successful completion of the project and International Techno-Commercial negotiations are also being undertaken for the same.

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

• Setting up of a 1 X 4 Million Tonnes per annum Pellet Plant and Slurry Pipeline

The Company is in process of setting-up a 1 X 4 Million Tonnes per annum Pellet Plant at Ghugus, Dist. Chandrapur. This will entail forward integration of the iron ore fines mined from the Surjagarh Iron Ore Mine (“SIOM”) of the Company to manufacturing of Pellets. The Promoters of the Company have hands-on experience of running a Pellet Plant. Further, Pellets is exportable to many countries around the world.

Straight Grate technology is being used by the Company for erection of the Pellet Plant. This will entail the Pellet Grade of Fe:64.3%. The technology provider for the same is NewFer GmbH based in Germany and the Engineering consultants are Essar Constructions India Limited (“ECIL”).

Further, a slurry pipe-line for transporting iron ore in slurry form is also being put-up by the Company which will be a first of its kind in the State of Maharashtra. The annual requirement of 4 Million Tonnes per annum Pelletization plant will require Iron Ore fines which will supplied by slurry pipeline from Konsari. The consultant for the slurry pipeline is Ausenco, USA.

Putting-up of a slurry pipeline will also entail negligible logistics cost and reducing the carbon footprint of the Company. Of the 4 Million Tonnes Pellets produced, few Million Tonnes will be for the internal consumption and the rest will be sold in the open market.

The CAPEX entailed for the erection of a 1 X 4 Million Tonnes per annum Pellet Plant and a Slurry Pipeline at Ghugus is '' 2,250 Crores.

The Board of Directors of the Company have approved the expansion plan in their Meeting held on 22^nd January, 2024.

B. Forward Integration projects at Konsari, District Gadchiroli:

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

The Company along with at its Ghugus Plant location is also setting up a 2 X 4 Million Tonnes per annum pellet plant at its Konsari Plant location. This is in line with the similar forward integration of the iron ore fines mined from the Surjagarh Iron Ore Mine (“SIOM”) of the Company to manufacturing of Pellets. The technological consultants and the process being used is same as being used at Ghugus Plant location of the Company. Along with same grade of pellets being manufactured.

Further, a slurry pipe-line for transporting iron ore in slurry form is also being put-up by the Company which will be a first of its kind in the State of Maharashtra. The annual requirement of 4 Million Tonnes per annum Pelletization plant will require Iron Ore fines which will supplied by slurry pipeline from SIOM. The consultant for the slurry pipeline is Ausenco, USA.

Putting-up of a slurry pipeline will also entail negligible logistics cost and reducing the carbon footprint of the Company.

The CAPEX entailed for the erection of a 2 X 4 Million Tonnes per annum Pellet Plant and a Slurry Pipeline at Konsari is '' 4,500 Crores.

The Board of Directors of the Company have approved the expansion plan in their Meeting held on 08^th December, 2023.

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

I ndia 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:

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.

The quality of the iron ore mined from the Company’s 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 (“SIOM”). It has a total lease area of 348.09 Hectares with a lease period of 50 years till 2057.

In the year 1972 a mineral exploration was undertaken at the Company’s Surjagarh Iron Ore Mine (“SIOM”) wherein 57 bore holes (core drilling) had been drilled upto a total of 4,000 Meters during 1963- 1969 & 1970-71 by Directorate of Geology and Mining, Government of Maharashtra where in the reserves were pegged at 81 Million. As of 2022 the iron ore reserves at SIOM were pegged at 87.972 Million Tons.

The Company then engaged TATA Steel Industrial Consulting (“TSIC”), consulting arm of Tata Steel Limited in the year 2022 to carry out further mineral exploration for its SIOM with modern technologies and usage of high-power machineries. 188 bore holes were drilled from the year 2022 upto a total of 23,121 Meters.

As per the Mineral Resource Report received from TSIC, it estimates a geological resource of 863 Million Tonnes which comprises of 157 Million Tonnes of Iron Ore and 706 Million Tonnes of Banded Hematite Quartzite (“BHQ”).

The Company aims for a sustainable and long-term growth journey with an increase of 5.5X in mining over a period of next 4-5 years.

The Company has various best national and international agencies on board for successful and timely commencement of the Plant / Project. The Board of Directors have in their Meetings held on 25^th April, 2023, 23^rd October, 2023 and 08^th December, 2023 have approved various expansion plans of the Company.

PROJECTS COMPLETED / COMMISSIONED

D. Green Field DRI Plant at Konsari, Gadchiroli:

The Company has within 13 months of its receipt of Environmental Clearance (“EC”) from The Ministry of Environment, Forest and Climate Change (“MoEFCC”) has commissioned its 70,000 Tonnes Per Annum DRI plant.

Over a period of time the Company will be employing 5,000 people from highly skilled to semi-skilled.

ON STANDALONE BASIS

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

F.Y. 2023-24	F.Y. 2022-23	F.Y. 2021-22
6,574.57	3,466.77	727.25

F.Y. 2023-24	F.Y. 2022-23	F.Y. 2021-22
1,243.15	(288.54)	97.30

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:

F.Y. 2023-24	F.Y. 2022-23	F.Y. 2021-22
6,574.59	3,466.77	727.25

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

F.Y. 2023-24	F.Y. 2022-23	F.Y. 2021-22
1,242.93	(288.55)	97.37

LISTING ON NATIONAL STOCK EXCHANGE OF INDIA LIMITED (“NSE”):

The Equity Shares of the Company w.e.f. 17^th July, 2023 have been actively listed and traded on National Stock Exchange of India Limited (“NSE”) along with being listed and traded on Bombay Stock Exchange Limited. With this the equity shares of the Company are being listed and traded on two most leading Stock Exchanges in India.

VOLUNTARY DELISTING FROM METROPOLITAN STOCK EXCHANGE OF INDIA LIMITED (“MSEI”):

The Company after following due compliances has been voluntarily delisted from Metropolitan Stock Exchange of India Limited (“MSEI”). The Company received Exchange’s approval vide their letter dtd. 21^st November, 2023 stating that the Equity Shares of the Company shall be suspended from trading w.e.f. 29^th November, 2023 and further the Company will be delisted from the Capital Market Segment of the Exchange w.e.f. 06^th December, 2023.

Prior to the delisting, the equity shares of the Company were only listed on MSEI and were not traded.

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, is set out in 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 31^st March, 2024, the Company has 03 (three) subsidiaries viz;

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

• Lloyds Infinite Foundation

• Lloyds Surya Private Limited (incorporated on 11^th October, 2023)

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.	Lloyds Surya Private Limited (incorporated on 11th October, 2023)

Sr. No.	Companies which ceased to be Associates/ Subsidiary/ Joint Venture during the year under review
	NIL

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.

FINAL DIVIDEND

Your Board of Directors recommend the payment of Final dividend of Re. 1 /- (Rupee One only) for each fully-paid equity share of Re. 1/- (Rupee One only) (i.e., 100%). This will be paid subject to the Shareholders approval at the ensuing 47^th Annual General Meeting of the Company.

TRANSFER TO RESERVES

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

SHARE CAPITAL ESOP Allotment

The Company during the year has made allotment of 4,29,315 Equity Shares to its ESOP Trust under its ESOP Policy [“Lloyds Metals and Energy Limited Employee Stock Option Plan - 2017” (“LLOYDS ESOP 2017” / “Plan”)].

QUALIFIED INSTITUTION PLACEMENT

The Company is in process of raising funds via Qualified Institution Placement for the purposes of its capital expenditure for its ongoing and future expansion projects 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 for the same.

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 88,000 unrated, unlisted, secured, redeemable Non-Convertible Debentures with the face value of '' 1,00,000/- (Rupees One Lakh only) each under various series aggregating to an amount of '' 8,80,00,00,000 (Rupees Eight hundred and Eighty Crores only) and 2,500 unrated, unlisted, secured, redeemable Non-Convertible Debentures with the face value of '' 10,00,000/- (Rupees Ten Lakhs only) each under various series aggregating to an amount of '' 2,50,00,00,000 (Rupees Two hundred and Fifty Crores 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	10,00,05,501	19.79%	2,21,10,555	4.38%
2.	Sky United LLP	6,59,54,638	13.05	5,83,22,638	11.54%

UTILIZATION OF FUNDS

During the year under review, the Company has not raised any funds through any mode. However, the Company is in process of raising funds via QIP

DEMATERIALIZATION OF SHARES

As on 31^st March, 2024, there were approximately 50,16,54,425 Equity Shares in dematerialized form through depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited, which represents about 99.29% 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. Further during the financial year under review, the Nomination and Remuneration Committee had allotted 4,29,315 Equity Shares to the Lloyds Employees Welfare Trust under Lloyds Metals and Energy Limited Employee Stock Option Plan - 2017.

ESOP Grant

The Nomination and Remuneration Committee at their meeting held on 08^th August, 2023 have granted 10,27,750 Options, on 18^th December, 2023 have granted 43,300 Options and on 21^st March, 2024 have granted 7,500 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.

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.

The Company has received a certificate from 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 Company’s website i.e., www.lloyds.in

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”):

1. Mr. Babulal Agarwal, Managing Director (DIN: 00029389), resigned as the Managing Director of the Company w.e.f. closing of the business hours of 07^th August, 2023.

2. Mr. Devidas Kambale, Independent Director of the Company (DIN: 01569430), retired as an Independent Director of the Company w.e.f. 12^th November, 2023.

Inductions to the Board

3. 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 08^th August, 2023 has re-designated:

a. Mr. Rajesh Gupta (DIN: 00028379) as the Managing Director of the Company for a period of 5 years commencing from 08^th August, 2023 not liable to retire by rotation u/s 152 of the Companies Act, 2013

b. Mr. Balasubramanian Prabhakaran (DIN: 01428366) as the Managing Director of the Company for a period of 5 years commencing from 08^th August, 2023 not liable to retire by rotation u/s 152 of the Companies Act, 2013

c. Mr. Madhur Gupta (DIN: 06735907) as the Executive Director (Promoter) of the Company commencing from 08^th August, 2023 liable to retire by rotation u/s 152 of the Companies Act, 2013

4. Based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors in accordance with the provisions Section 161(1) read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in their Meeting held on 08^th August, 2023 has appointed Mr. Babulal Agarwal (DIN: 00029389) as a Non-Executive Promoter Director (Vice-Chairman) of the Company liable to retire by rotation u/s 152 of the Companies Act, 2013

5. Based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors

in accordance with the provisions Section 149, 152 read with Schedule V of the Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in their Meeting held on 08^th August, 2023 has appointed Mr. Venkateswaran Soundararajan (DIN: 08035383) as an Executive Director of the Company for a period of 5 years not liable to retire by rotation u/s 152 of the Companies Act, 2013

6. Based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors in accordance with the provisions Section 149, 150 and 152 read with Schedule IV of the Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in their Meeting held on 23^rd October, 2023 has appointed Mr. Mahendra Singh Mehta (DIN: 00019566) as an Independent Director of the Company for one term of period of 5 years

Mr. Mahendra Singh Mehta, is a BE Mech and MBA from IIM-A. Mr. Mehta is an industry stalwart with over 40 years rich experience in leading organisations. His experience covers wide ranging industries such as non-ferrous metals, mining, steel, power generation and distribution, cement, infrastructure, etc.

The Members of the Company have approved appointment of Mr. Mehta as the Independent Director of the Company for respective one term of five years vide Postal ballot resolution dtd. 14^th January, 2024.

7. I n accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company, Mr. Mukesh Gupta, (DIN: 00028347) Director of the Company, retires by rotation at the ensuing 46^th 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. Rajesh Gupta, Managing Director, Mr. Balasubramanian Prabhakaran, Managing Director, Mr. Riyaz Shaikh, Chief Financial Officer and Ms. Trushali Shah, Company Secretary & Compliance Officer.

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

1. Mr. Babulal Agarwal, Managing Director (DIN: 00029389), resigned as the Managing Director of the Company w.e.f. closing of the business hours of 07^th August, 2023

2. Mr. Rajesh Gupta (DIN: 00028379) was re-designated as the Managing Director of the Company for a period of 5 years commencing from 08^th August, 2023 not liable to retire by rotation u/s 152 of the Companies Act, 2013

3. Mr. Balasubramanian Prabhakaran (DIN: 01428366) was re-designated as the Managing Director of the Company for a period of 5 years commencing from 08^th August, 2023 not liable to retire by rotation u/s 152 of the Companies Act, 2013

DIRECTORS’ RESPONSIBILITY STATEMENT Your Director’s state that:

1. i n the preparation of the annual accounts for the year ended 31^st March, 2024, 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 31^st March, 2024 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. t he 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. t he 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. 2023-24 on 25^th April, 2023, 09^th June, 2023, 08^th August, 2023, 23^rd October, 2023, 08^th December, 2023, 22^nd January, 2024 and 21^st March, 2024. 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 31^st March, 2024, the Board had 07 (seven) Committees viz: Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee, Corporate Social Responsibility Committee, Share Transfer and Shareholder’s/Investor’s 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 (including proficiency in terms of Section 150(1) of the Act 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 2023-24 can be accessed on the Company’s website at www.lloyds.in.

During the year under review, the Independent Directors met once on 21^st March, 2024. The Meeting 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.

COMPANY’S 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 Company’s 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 Company’s 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 Company’s website on at 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 Company’s website at www.lloyds.in

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 Company’s website at www.lloyds.in

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 Obligations and Disclosure Requirements) 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 Company’s website at www.lloyds.in/policies/

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

Risk Management Committee

The Company has formed its Risk Management Committee. The current constitution of the Committee is as below:

a. Mr. Rajesh Gupta, Managing Director - Promoter, Chairman

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

c. Dr. Satish Wate, Independent Director, Member*

d. Mr. Devidar Kambale, Independent Director, Member*

e. Mr. Jagannath Dange, Independent Director, Member

*Mr. Devidas Kambale, Independent Director upon retirement has ceased to be a Member of the Committee w.e.f. 12^h November, 2023 and Dr. Satish Wate, Independent Director is a Member of the Committee w.e.f. 12^th November, 2023.

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 2023-24.

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 Company’s website at www.lloyds.in

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. Mukesh Gupta, Non-Executive - Promoter Director, Member*

c. Mr. Devidas Kambale, Independent Director, Member**

d. Mr. Madhur Gupta, Executive - Promoter Director,

Member*

e. Mr. Mahendra Singh Mehta, Independent Director,

Member**

*Mr. Madhur Gupta, (Non-Executive Promoter Director upto

07^th August, 2023 and Executive Promoter Director of the Company w.e.f. 08*’ August, 2023), Member of the Committee has ceased to be a part of the Committee w.e.f. 08''^h August, 2023 and Mr. Mukesh Gupta (NonExecutive Non-Independent), became a Member of the Committee w.e.f. 08^th August, 2023.

**Mr. Devidas Kambale, Independent Director, Member of the Committee, on account of retirement, has ceased to be the Member of the Committee w.e.f. 12^h November, 2023 and Mr. Mahendra Singh Mehta, Independent Director became a Member of the Committee w.e.f. 12^h November, 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 Company’s website at www.lloyds.in

Policy on Preservation of Documents

In pursuant 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 Company’s website at www.lloyds.in

Insider 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 company’s website at www.lloyds.in

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 the Company’s website at www.lloyds.in

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 company’s website at www.lloyds.in

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 Company’s website at www.lloyds.in

The Company undertakes its CSR activities via “Lloyds Infinite Foundation”, a 100% Wholly-Owned Subsidiary.

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. Dr. Seema Saini, Independent Director, Chairperson*

c. Mr. Rajesh R. Gupta, Managing Director - Promoter, Member

d. Mr. Ramesh Luharuka, Independent Director, Member

*Mr. Devidas Kambale, Independent Director upon retirement as the Independent Director of the Company has ceased to be a Chairman of the Committee w.e.f. 12^h November, 2023 and hence, Dr. Seema Saini, Independent Director has become the Chairperson of the Committee w.e.f. 12^th November, 2023.

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 with a certificate from the Company’s 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 45^th Annual General Meeting till the conclusion of 50^th 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 07^th May, 2018.

Statutory Audit Report

During the F.Y. 2023-24 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 31^st March, 2024 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. Mitesh J. Shah & Associates, Practicing Company Secretary (Membership No.: F10070, CP No.: 12891) in Form MR-3 for the F.Y 2023-24 is annexed hereto marked as “Annexure - VI” and forms part of this Report. The said Secretarial Audit Report contains qualifications on fines / penalties as below. Also, are the Management responses.

Sr. No.	Observation/Remarks of the PCS	Management Response
1.	The Company has not complied with Regulation 17(1)(A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with respect to the appointment of Mr. Babulal Agarwal as the Non-Executive Promoter Director and ViceChairman of the Company as he crosses the age of 75 years which require prior approval of members of the Company and subsequently fine of '' 1,08,000 each levied by 3 stock exchange where equity shares of the Company are listed (i.e. BSE, NSE and MSE) for the quarter ended on September 30, 2023 and the fine of '' 44,000 each levied by 2 stock exchange where equity shares of the Company are listed (i.e. BSE and NSE) for the quarter ended on December 31, 2023.	The Management took the cognizance of the fine levied by the Exchanges and stated that more care should be taken while undertaking compliances and that consultancy shall be taken from a good consultant wherever required. The non-compliance has been made good.

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 '' 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. 2022-23 was filed within due time 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 Company’s 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 Company’s 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 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 www.lloyds.in

LISTING FEES

The listing fees payable for the F.Y 2023-24 has been paid to BSE Limited, National Stock Exchange of India Limited (“NSE”) and Metropolitan Stock Exchange of India Limited within due date.

CREDIT RATING

Your Company has obtained a Corporate Rating using Corporate Rating Methodology from India Ratings and Research Private Limited (100% owned subsidiary of Fitch Group) and the same has been received vide their letter dated 24^th January, 2024. The rating obtained from India Ratings and Research Private Limited is “IND-AA-“ Outlook Stable.

As on 31^st March, 2024 your Company is a net zero debt free Company in a CAPEX heavy industry.

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: 02^nd May, 2024 Chairman

Place: Mumbai DIN: 00028347

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Mar 31, 2022

Your Director’s are pleased to present the Company’s Forty Fifth 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 31^st March, 2022.

FINANCIAL PERFORMANCE AND THE STATE OF THE COMPANY’S AFFAIRS

(Figures in '' Lakhs)
Particulars	Standalone		Consolidated
	Current Year	Previous Year	Current Year	Previous Year
	2021-22	2020-21	2021-22	2020-21
Revenue from operations	69,749.94	25,340.67	69,749.94	25,340.67
Other Income	2,975.36	1,990.25	2,975.36	1,990.25
Total Income	72,725.30	27,330.92	7,2725.30	27,330.92
Profit before Finance Cost, Depreciation Amortisation Expenses and Tax Expenses	17,528.64	3,077.43	17,528.64	3,077.43
Less: Finance Cost	1,814.08	1,682.22	1,814.08	1,682.22
Depreciation	1,798.49	1,382.53	1,798.49	1,382.53
Exceptional Items	5,136.39		5,136.39
Profit/(Loss) before tax	8,779.68	12.68	8,779.68	12.68
Less: Deferred Tax	950.68		950.68
Profit/(Loss) after tax	9,730.36	12.68	9,730.36	12.68
Share of Profit/(Loss) of associate	-		7.33
Profit/(Loss) for the Period	9,730.36	12.68	9,737.68	12.68
Other comprehensive income (net of tax)	72.78	52.33	72.78	52.33
Total Comprehensive Income of the Year (net of tax)	9,803.14	65.01	9,810.46	65.01

Review of Operations

The Company during the year has entered into Strategic Partnership with Thriveni Earthmovers Private Limited (Copromoter), India’s biggest Mining Development Operators Contractors (“MDO”). The Company was awarded a lease for iron ore mines in 2007 at Surjagarh Village, Gadchiroli district, initially for a period of 20 years & extended to a total period of 50 years under MMDR Act, 2018. This district has Maharashtra’s richest iron ore reserve.

Due to instability in the region, the Company’s mines faced various challenges in operations. In 2021, the Company entered into a strategic partnership with one of the largest MDO contractor, Thriveni Earthmovers Private Limited (Copromoter), and from September, 2021 the mine recommenced operations in full capacity with the assistance of Thriveni Earthmovers Private Limited.

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

Iron Ore Mining Activities

The Iron ore mining activities are in full swing at the Surjagarh area of Gadchiroli district. With the assistance of Thriveni Earthmovers Private Limited the Company during the year was able to re-commence the mining activities.

The iron ore production for the F.Y. 2021-22 is Qty 27,59,870 MT, as against NIL production for the F.Y. 2020-21. The Company was also able to sell Qty 3,05,994.14 MT of iron ore during the F.Y. 2021-22.

The total income of the mining division during the year was '' 23,796.64 Lakhs as against NIL in the previous year.

Sponge Iron Division

The production of Sponge Iron Division during the year under review was 1,17,030 MT against 90,956 MT in the previous year showing increase of 28.67%. The total income of the division was '' 44,542.11 Lakhs as against '' 24,187.30 Lakhs during the previous year, showing increase of 84.15%.

Power Division

The production of the division was 17.41 MWH during the year under review as compared to 12.37 MWH for the previous year. The total income of the division was '' 4,972.94 Lakhs during the year under review as against '' 3,640.86 Lakhs during the previous year showing an increase of 36.59% due to less production.

On Standalone Basis

The total income of the Company was '' 72,725.30 Lakhs during the year as against '' 27,330.92 Lakhs in the previous year. The Company has reported net profit of '' 9,730.36 Lakhs during the year under review as against profit of '' 12.68 Lakhs in the previous year.

On Consolidated Basis

The consolidated total income of the Company was '' 72,725.30 Lakhs during the year as against '' 27,330.92 Lakhs in the previous year. The Company has reported consolidated net profit of '' 9,737.68 Lakhs during the year under review as against profit of '' 12.68 Lakhs in the previous year.

Iron Ore Mining Activities

During the year under review there was an Equity and Debt infusion by Thriveni Earthmovers Private Limited (“TEMPL”) and the Company designated them as a Co-Promoter of the Company.

TEMPL is an expert in mining with their highly qualified team and are operating training centers while ensuring full compliance with all laws and regulations pertaining to mining.

They are the India’s biggest MDO contractor and have mined more than 30 million MT of iron ore consistently over the last few years. Being the MDO contractor to the various lease owners in Odisha makes them India’s largest Private sector Miner for Iron Ore.

With their investment in the Company, TEMPL became a Co-Promoter. The mining activities at the mine started from 25^th September, 2021 and are being carried out by them directly. The Company could mine 2.9 million tons in 6 months of operation against an allowed capacity of 3 million tons per annum. TEMPL has deployed all the machinery required for carrying out the mining activities.

Post induction of TEMPL, the Company during the year was able to re-commence the mining activities. The Iron ore mining activities are in full swing at the Surjagarh area of Gadchiroli district.

Setting-Up of Proposed Mineral Based Steel Plant at Konsari

The Company has started with two modules of 95 TPD Sponge iron plant along with 4 MW waste heat recovery power plant. The Company has started studying for a 3 MTPA flat product ISP at Konsari. The proposed plant will have the Blast FCE - BOF- LF/RH CSP/ESP Route. The Company has been allotted 124 acres of land.

The Company is working on 8 MTPA capacity underground Iron ore slurry pipeline from Surjagad Mines to Konsari Steel plant using state of art, environment friendly technology from AUSACO USA. The Slurry generated will be in a Beneficiation plant on a land located at downhill of mines outside the mines lease hold land and the slurry will be dewatered to produce Beneficiated Iron ore filter cake. This filter-cake will be used as a raw material for two modules of Pellet Plants of 2.5 MTPA capacity each.

These pellets will become feed of two modules of Sponge iron plants of 600 TPD sponge iron along with waste heat recovery power plants. These pellets will also be feed material for ISP blast furnace.

Road ahead

Surjagarh (Wooria hills) located in Surjagarh hill range is the most important and well-known major iron ore reserves in the Gadchiroli district of Maharashtra, due to its good quality of iron ore.

The proven reserves at the mine are estimated to be at 73.6 MMT, whereas the extraction from the mines as on FY22 is at 3MMTPA. Exploration highlights are being done and the JORC report is awaited.

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.

Preliminary indication is for a much higher availability of reserve. The mining activities restarted from 2021 and are being carried out by Thriveni Earthmovers Private Limited, the production capacity is expected to significantly enhance from F.Y. 23 onwards.

Double lane road is being constructed from Mines to Allapalli which is expected to be completed in the coming 3-6 months’ time frame.

The Company has also developed a “Stockyard” near Allapalli with a truck weighment facility using Government approved weighbridges capable of handling 5 MMT of Iron Ore material per annum.

The Company is also expecting to get approval to sell iron ore PAN India. In F.Y. 23, the Company plans to dispatch approximately 5.5 MMT, by reducing the stock at the Pithead. The Company has also got the Mining Plan approved for 10 MMTPA and Environment Clearance for the same is awaited.

The proposed Konsari DRI plant will benefit the people of naxal affected Gadchiroli district, which will provide employment to minimum of 1,100 local people directly and about 2,000 indirectly leading to overall development of the region affected by Naxalites. The current status of the Konsari Plant is that the land has been procured and Environmental Clearance 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.

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, is set out in this Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and its Associate/Joint venture, 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 Joint Venture.

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 31^st March, 2022, the Company has 01 (one) Joint Venture Company “Thriveni Lloyds Mining Private Limited.”

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

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 Joint Venture/ Associate in the prescribed format 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.

DIVIDEND

Your Company has recommended a Final Dividend of '' 0.50/-per equity share of face value of '' 1/- each.

TRANSFER TO RESERVES

During the year under review, no amount was transferred to general reserves.

SHARE CAPITALConversion of preferentially allotted Optionally Fully Convertible Debentures (“OFCD”)

The Committee of Board of Directors in their meeting held on 23^rd June, 2021 has converted 2,66,50,000 Optionally Fully Convertible Debentures (“OFCD’s”) of the Company into Equity Shares of face value of '' 1/- each at a premium of '' 6.50/- each issued at par via Preferential Allotment to Clover Media Private Limited. The said allottee is not a Promoter of the Company.

Preferential issue of Equity Shares & Optionally Fully Convertible Debentures (“OFCD”)

The Committee of Board of Directors in their meeting held on 28^th June, 2021 has allotted 9,00,00,000 Equity Shares of face value of '' 1/- each at a premium of '' 19/- each and 1,00,00,000 Optionally Fully Convertible Debentures (“OFCD’s”) at a face of '' 20/- each issued at par via Preferential Allotment to Thriveni Earthmovers Private Limited (“TEMPL” / “allottee”). The said issuance was approved by the Shareholders of the Company in its 44^th Annual General Meeting held on 14^th June, 2021.

Pursuant the Preferential Allotment to the TEMPL, an obligation on the TEMPL to make an open offer to the Equity Shareholders of the Company (including the Non-Promoter Non-Public Shareholder of the Company) but excluding the Shareholders forming part of the Promoter and Promoter group of the Company in terms of Regulations 3 and 4 of

SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“Open Offer”) was triggered.

Further, pursuant to the approval of the Shareholders at the 44^th Annual General Meeting of the Company held on 14^th June, 2021 for the Preferential Allotment of the Equity Shares and OFCD’s and upon completion of the Open Offer, TEMPL acquired joint control in the Company and was classified as the Promoter along with the existing members of the Promoter and Promoter group of the Company.

Upon completion of the Open Offer and in accordance with applicable law, including the SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011, TEMPL nominated Mr. Balasubramanian. Prabhakaran, for appointment as a director on the Board of Directors of the Company and hence, Mr. Balasubramanian. Prabhakaran (DIN: 01428366) was appointed as an Additional Non-Executive Promoter Director in the Company w.e.f. 07^th October, 2021.

Issue of Equity Shares to ESOP Trust

The Nomination and Remuneration Committee in its meeting held on 08^th September, 2021 has allotted 3,20,000 Equity Shares to the Lloyds Employees Welfare Trust under Lloyds Metals and Energy Limited Employee Stock Option Plan -2017.

Conversion of preferentially allotted securities

The Company in their Board Meeting held on 29^th April, 2022 has converted 6,60,00,000 Convertible Warrants issued to the Promoters of the Company on preferential basis on 31^st October, 2020.

The warrants were allotted to the below listed promoters:

Sr. No.	Name of the Allottee	Nos. of Warrants allotted
1.	Plutus Trade & Interchange LLP	2,64,00,000
2.	Teamwork Properities Developments LLP	1,32,00,000
3.	Sky United LLP	1,32,00,000
4.	Blossom Trade & Interchange LLP	1,32,00,000
Total		6,60,00,000

On 14^th March, 2022 the said warrants held by Plutus Trade & Interchange LLP and Teamwork Properities Developments LLP were transferred to Sky United LLP. And hence, as on 14^th March, 2022 Sky United LLP held 5,28,00,000 convertible warrants and Plutus Trade & Interchange LLP and Teamwork Properities Developments LLP did not hold any warrants of the Company.

The Company in its same Board Meeting has also converted 1,00,00,000 Optionally Fully Convertible Debentures (“OFCD’s”) allotted to Thriveni Earthmovers Private Limited (“TEMPL” / “allottee”) on preferential basis on 28^th June, 2021 into 1,00,00,000 Equity Shares in the ratio of 1:1 at face value of '' 1/- each and premium of '' 19/- each.

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 Thriveni Earthmovers Private Limited (“TEMPL”) on 29^th 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 29^th 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 Thriveni Earthmovers Private Limited and Sky United LLP pursuant to the conversion of Optionally Fully Convertible Debentures (“OFCD’s”) and Warrants by Thriveni Earthmovers Private Limited and Sky United LLP respectively into Equity Shares on 29^th April, 2022:

i) Thriveni Earthmovers Private Limited exercised its option to convert the Optionally Fully Convertible Debentures (“OFCD’s”) into Equity Shares on 29^th April 2022. Subsequently, the Board of Directors of the Target Company in their meeting held on 29^th April, 2022 approved the issuance and allotment of 1,00,00,000 Equity Shares to Thriveni Earthmovers Private Limited pursuant to such conversion of Optionally Fully Convertible Debentures. Accordingly, Thriveni Earthmovers Private Limited has acquired 1,00,00,000 Equity Shares representing 2.25% of the Voting Share Capital on 29^th April, 2022; and

ii) Sky United LLP has exercised its option to convert the Warrants into Equity Shares on 29^th April, 2022. Subsequently, the Board of Directors of the Target Company in their meeting held on 29^th 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 has acquired 5,28,00,000 Equity Shares on 29^th April 2022.

Blossom Trade & Interchange LLP, a Promoter of the Company has 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 29^th April, 2022 issued on preferential basis.

During the year under review, there is no change in Authorized Share Capital of the Company, which is '' 1,00,00,00,000 (Rupees One hundred Crores only) divided into 75,00,00,000 Equity Shares of '' 1/- each amounting to '' 75,00,00,000/- (Rupees Seventy-Five Crores only) and 2,50,00,000 Preference Shares of '' 10/- each amounting to '' 25,00,00,000/- (Rupees Twenty-Five Crores only).

Further to the above conversion of securities and allotments the paid-up share capital of the Company has increased from '' 25,34,71,505 as on 31^st March, 2021 to '' 36,87,19,220 as on 31^st March, 2022 and to 44,47,19,220 as on the date of this report (i.e., as on 29^th April, 2022).

Issuance of Optionally Fully Convertible Debentures (“OFCD”)

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 22^nd April, 2022 in the matter of arbitration between Sunflag Iron & Steel Company Limited (“Sunflag”) and Lloyds Metals and Energy Limited (“Company”).

The matter in nutshell is that the Company and Sunflag from the year 2004 have been 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 '' 312 crores;

2. A demand of '' 1,433 crores towards Sunflag’s 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 '' 2000, per tonne amounting to '' 6,000, crores and when discounted to the present value the same worked out to '' 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 has passed an Arbitration Award dated 22^nd April, 2022 and an Additional Arbitration Award dated 28^th April, 2022. The gist of the Award is as follows:

The Company was liable to pay '' 900 crores to Sunflag (i.e., '' 312 crores on account of refund of advance along with accrued interest and the balance '' 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 six crores (6,00,00,000) 0% interest Optionally Fully Convertible Debentures (“OFCD”) which will settle entire liability of the Company on the basis of proposed issue price of '' 150/- (Rupees One Hundred and Fifty only).

The OFCD would be converted not before 9 months but, not later than 18 months at a conversion ratio of 1:1. This proposal has also been agreed by Sunflag and they will be termed as the Non-Promoter of the Company.

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

The Company shall commence the process of the proposed issuance of OFCD’s and obtain necessary approvals and compliances with respect to the same.

UTILIZATION OF FUNDS

During the year under review, the Company raised the funds through below mode:

1. Issue and allotment of 9,00,00,000 Equity Shares allotted to promoter entity on preferential basis at face value of '' 1/- each and premium of '' 19/- each.

2. Issue and allotment of 1,00,00,000 Optionally Fully Convertible Debentures (“OFCD’s”) allotted to promoter entity on preferential basis at face value of '' 20/- each issued at par.

The funds raised through the respective issues were utilized for the purpose for which it was raised and in accordance with the objectives of the said preferential issue stated in the explanatory statement to the notice of 44^th Annual General Meeting.

DEMATERIALIZATION OF SHARES

As on 31^st March, 2022, there were approximately 36,44,91,070 Equity Shares dematerialized through depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited, which represents about 98.85% 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 201819, the Nomination and Remuneration Committee of the Company has granted 66,66,640 stock options to the eligible employees of the Company. During the financial year under review, the Nomination and Remuneration Committee has allotted 3,20,000 Equity Shares to the Lloyds Employees Welfare Trust under Lloyds Metals and Energy Limited Employee Stock Option Plan - 2017.

The Company has received a certificate from 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 Company’s website i.e., http://www.lloyds.in/wp-content/uploads/2022/07/ESOP-Disclosure.pdf

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 their Meeting held, on 07^th October, 2021, in terms of the provisions of the Companies Act, 2013, appointed Mr. Balasubramanian Prabhakaran (DIN: 01428366) as an Additional Non-Executive Director of the Company.

2. Further, 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 Act and applicable SEBI Listing Regulations, appointed Mr. Ramesh Luharuka (DIN: 00001380) 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 07^th October, 2021 to 06^th October, 2026.

Mr. Luharuka brings to the Board his extensive knowledge and experience of over 40 years in the areas of Corporate

Finance, Capital market, Investment Banking and other related activities.

3. Mr. B. R. Singh (DIN: 02843001), an Independent Director of the Company passed away on 05^th January, 2022 and hence, ceased to be an Independent Director of the Company w.e.f. 05^th January, 2022.

The Company has immensely benefited from his vision and leadership during his tenure.

4. Further, 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 Act and applicable SEBI Listing Regulations, appointed Dr. Seema Saini (DIN: 09539941) 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 30^th March, 2022 to 29^th March, 2027.

Dr. Saini brings to the Board her extensive knowledge and experience of over 30 years in the areas of Management, Strategic Leadership, Social Welfare, Growth and other related activities

5. In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company, Mr. Rajesh Gupta, (DIN: 00028379) Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

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 and Ms. Trushali Shah, Company Secretary

& Compliance Officer.

During the under review, there was a following change in the

Key Managerial Personnel of the Company:

1. Ms. Sneha Yezarkar (ACS: 43338), erstwhile Company Secretary & Compliance Officer of the Company resigned w.e.f. closure of business hours of 21^st August, 2021.

2. Ms. Trushali Shah (ACS: 61489), was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. 07^th October, 2021.

DIRECTORS’ RESPONSIBILITY STATEMENT

Your Director’s state that:

1. in the preparation of the annual accounts for the year ended 31^st March, 2022, 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 31^st March, 2022 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 10 (ten) times during the financial year 202122 on 12^th April, 2021, 14^th May, 2021, 08^th June, 2021, 13^th August, 2021,08^th September, 2021, 07^th October, 2021, 11^th November, 2021, 27^th December, 2021, 11^th February, 2022 and 30^th March, 2022. 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, 2022, the Board had 07 (seven) Committees viz: Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee, Corporate Social Responsibility Committee, Share Transfer and Shareholder’s/Investor’s 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

Pursuant to the corporate governance requirements as prescribed in the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015, the Board of Directors has carried out an annual evaluation of its own performance, Board Committees and of individual directors. In a separate meeting of independent directors, performance of non-independent directors, performance of the Board as a whole, performance of the Committee(s) of the Board and performance of the Chairman was evaluated, taking into account the views of other directors. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

Declaration by Independent Directors

The Company has received a 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 (including proficiency in terms of Section 150(1) of the Act 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 enrollment 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 2021-22 can be accessed on the Company’s website at http://www.lloyds. in/wp-content/uploads/2022/04/Familarisation-Programme-for-ID-2021-22.pdf

During the year under review, the Independent Directors met 02 times (two) on 03^rd August, 2021 and 11^th February, 2022. The Meeting held on 11^th February, 2022 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.

COMPANY’S 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 Company’s 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 Company’s 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.

Ms. Trushali Shah, Company Secretary and Compliance Officer of the Company, has been designated as Vigilance and Ethics Officer for various matters related to Vigil Mechanism.

The Whistle Blower & Vigil Mechanism policy can be accessed on the Company’s website on at http://www.lloyds.in/wp-content/uploads/2022/07/Whistle-Blower-Policy.pdf

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 company’s website at http://www.lloyds.in/wp-content/ uploads/2021/08/Policy-on-Materiality-of-Related-Party-Transaction.pdf

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 Company’s website at http://www.lloyds.in/wp-content/uploads/2021/02/Code_of_ conduct.pdf

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 Obligations and Disclosure Requirements) 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 Company’s website at http://www.lloyds.in/wp-content/ uploads/2022/02/Risk-Management-Policy-Procedure.pdf

The Policy has been formed by the Board in their Meeting held on 11^th February, 2022.

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 not applicable to the Company for the F.Y. 2021-22. However, pursuant to the increased ranking of the Company by Market Capitalization as released by the BSE as on 31^st March, 2022, the requirements and compliances for the same are applicable for the F.Y. 2022-23. The Company will follow due compliances as required in the current financial year i.e., 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 company’s website at http://www.lloyds.in/wp-content/ uploads/2021/02/Remuneration_Policy.pdf

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

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 Company’s website at http://www.lloyds.in/wp-content/uploads/2022/07/Policy-for-materiality-of-event.pdf

Policy on Preservation of Documents

In pursuant 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 Company’s website at http://www.lloyds.in/wp-content/ uploads/2021/03/Policy-for-preservation-of-Documents.pdf

Insider 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 Company’s website at http://www.lloyds.in/wp-content/ uploads/2021/02/Insider_Trading%E2%80%93Code_of_ Conduct_Effective_from_April_12019.pdf

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 the Company’s website at http://www.lloyds.in/wp-content/ uploads/2021/02/Policy_for_Procedure_of_Inquiry_in_case_ of_Leak_of_Unpublished_Price_Sensitive_Information.pdf

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 a 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 Company’s website at http://www.lloyds.in/wp-content/ uploads/2021/02/Code_of_Practices_and_Procedures_for_ Fair_Disclosure_of_UPSI-Effective_from_April_1_2019.pdf

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 Company’s website at http://www.lloyds.in/wp-content/uploads/2022/07/Corporate-Social-Responsibility-Policy.pdf

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, Additional 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 with a certificate from the Company’s 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 tenure of the current Statutory Auditor of the Company M/s. VSS & Associates, Chartered Accountants (Firm Registration No. 105787W) has expired w.e.f. 01^st April, 2022. Further, the current Statutory Auditor of the Company has shown their inability to continue as the Statutory Auditor of the Company for the second term.

And hence, the Board of Directors of the Company recommends the name of the M/s. Todarwal & Todarwal LLP, Chartered Accountants (FRN: 111009W/W100231). The appointment of M/s. Todarwal & Todarwal LLP, Chartered Accountants has been recommended by the Audit Committee in their meeting held on 29^th April, 2022.

The appointment will be for a period of 05 (five) years i.e., one term pursuant to Section 139 of the Companies Act, 2013. The tenure will commence from the conclusion of the 45^th Annual General Meeting till the conclusion of 50^th 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 07^th May, 2018.

Statutory Audit Report

During the F.Y. 2021-22 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 31^st March, 2022 are self-explanatory and being devoid of any reservation(s), qualification(s) or adverse remark(s) etc. 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. Maharshi Ganatra & Associates, Practicing Company Secretary (Membership No.: 11332, CP No.: 14520) as the Secretarial Auditor of the Company to conduct Secretarial Audit for the F.Y. 2022-23.

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. B. R. Gupta & Co., Practicing Company Secretary (Membership No. 43021, CP No. 20863), in Form MR-3 for the F.Y. 2021-22 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. 2022-23 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 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. 2020-21 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 Company’s 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 REPORT

The Company is committed to pursuing its business objectives ethically, transparently and with accountability to all its stakeholders. It believes in demonstrating responsible behaviour while adding value to the society and the community, as well as ensuring environmental well-being from a long-term perspective The Business Responsibility Report (“BRR”) of the Company is being presented to the Stakeholders as per the requirements of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 describing the environmental, social and governance initiatives taken by the Company.

In its circular dated February 6, 2017, SEBI has made the Business Responsibility and Sustainability Report (“BRSR”) applicable to the top 1,000 listed entities (by market capitalisation) for reporting on a voluntary basis for F.Y. 202122 and on a mandatory basis from F.Y. 2022-23.

The current financial year marks the first year of the Company’s transition towards Business Responsibility Reporting (“BRR”). The Company has provided the requisite mapping of principles of the National Guidelines on Responsible Business Conduct to fulfil the requirements of the BRR as per SEBI’s directive. The Report which forms a part of the Annual Report as “Annexure VII”, can along with all the related policies, be also viewed on the Company’s website http://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. 2022-23 has been paid to BSE Limited and Metropolitan Stock Exchange of India Limited within due date.

CREDIT RATING

Your Company’s credit ratings, as on March 31, 2022, obtained from Brickwork Ratings are as follows:

Facility	Amount ('' In crores)		Tenure	Rating*
	Previous	Present		Previous (May, 2020)A	Present
Fund Based	95	100	Long Term	BWR BBB- / Stable (Re-affirmed)	BWR BBB / Stable
Non-Fund Based	5	-	Short Term	BWR A3 (Re-affirmed)	BWR A3 (Withdrawn)
Total	100	100	Rupees One hundred crores Only

*Please refer to BWR website www.brickworkratings.com for definition of the rating assigned ^ARating was moved to the Not Reviewed Category in May, 2021

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 Chairman DIN:00028347

Date: 29^thApril, 2022 Place: Mumbai

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Mar 31, 2019

Dear Members,

The Directors are pleased to present the Company’s Forty Second Annual Report and the Company’s Audited Financial Statement for the financial year ended 31^st March, 2019.

FINANCIAL PERFORMANCE AND THE STATE OF THE COMPANY’S AFFAIRS

Figures in Rs. Lakhs

Particulars	Current Year	Previous Year
	2018-19	2017-18
Revenue from operations	47,281.72	41,467.90
Other Income	3,084.20	2,468.34
Total Income	50,365.92	43,936.24
Profit before Finance Cost, Depreciation & Amortisation Expenses and Tax Expenses	4,659.87	4,112.80
Less : Finance Cost	1,088.72	1,041.38
Depreciation	1,507.82	1,368.01
Exceptional Items	-	-
Profit/(Loss) before tax	2,063.33	1,703.41
Less : Provision for taxation	-	-
Net Profit/ (Loss) after Tax	2,063.33	1,703.41
Add: Other Comprehensive Income (Net of taxes)	25.70	(22.36)
Total Comprehensive Income (Net of taxes)	2,089.03	1,681.05

Review of Operations

The total income of the Company was Rs. 50,365.92 Lakhs during the year as against Rs. 43,936.24 Lakhs in the previous year. The Company has reported net profit of Rs. 2,063.33 Lakhs during the year under review as against profit of Rs. 1,703.41 Lakhs in the previous year.

Setting-Up of Proposed Mineral Based Steel Plant at Konsari

The Company is awaiting necessary permissions / registrations / approvals / environmental clearance from the concerned department of the state, as per the existing policies / rules and regulations of the Government of Maharashtra required for setting up a new plant. The Company is expected to receive all clearances in coming months. The Company has received offer letter from Industries Department regarding financial incentives i.e. Industrial Promotion Subsidy, Exemption of Electricity Duty etc. from the Government of Maharashtra under Package Scheme of Incentives.

Iron Ore Mining Activities

The Iron ore mining activities are carried out regularly at the Surjagarh area of Gadchiroli district. Due to security issues, mining takes place under police protection at Surjagarh.

The Company is at present undertaking only surface mining and the entire mined Iron Ore is used for captive consumption. The Company plans to start open Cast Mining as per the mining plan. To get sizeable quantity advanced machinery is being deployed for excavation.

The iron ore production for the financial year 2018-19 is 1,68,603.37 metric tonnes. We have environmental clearance of 3 million tonnes p.a. The Company is taking all the effective steps to double the iron ore production for the financial year 2019-20, and hopeful of achieving it provided the requisite security is provided by police.

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, is set out in this Annual Report.

SUBSIDIARY & CONSOLIDATED FINANCIAL STATEMENTS

The Company is not required to consolidate its financial statements for the year ended 31^st March, 2019 as the Company does not have any subsidiary, associates and joint ventures companies.

DIVIDEND

With a view to conserve the resources in long run, your Directors have not recommended any dividend for the year ended 31^st March, 2019.

TRANSFER TO RESERVES

During the year under review, no amount was transferred to general reserves.

SHARE CAPITAL

During the financial year under review, there is no change in the capital structure of the Company and accordingly, the paid-up share capital of the company stand at Rs. 22,25,82,580 as on 31^st March, 2019.

DEMATERIALIZATION OF SHARES

As on 31^st March 2019, there were approximately 21,80,33,920 Equity Shares dematerialized through depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited, which represents about 97.96% of the 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 has granted 66,66,640 stock options to the eligible employees of the Company.

The Company has received a certificate from 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) Regulations, 2014 with regard to Employee Stock Option Scheme of the Company is available at Company’s website i.e https://lloyds.in/announcements/

CHANGE IN THE NATURE OF BUSINESS ACTIVITIES

During the year under review, there is 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 AND KEY MANAGERIAL PERSONNEL Mukesh Gupta (DIN 00028347)

In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company, Mr. Mukesh Gupta, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Devidas Kambale (DIN 00020656)

Mr. Devidas Kambale, an Independent Director of the Company will be completing his present term on 29^th July, 2019. On the recommendation of the Nomination and Remuneration Committee, the Board of Directors subject to the approval of shareholders in the ensuing Annual General Meeting has reappointed Mr. Devidas Kambale as an Independent Director of the Company for a further term of five years w.e.f. 30^th July, 2019 to 29^th July, 2024.

Jagannath Dange (DIN 01569430)

Mr. Jagannath Dange, an Independent Director of the Company will be completing his present term on 29^th July, 2019. On the recommendation of the Nomination and Remuneration Committee, the Board of Directors subject to the approval of shareholders in the ensuing Annual General Meeting has reappointed Mr. Jagannath Dange as an Independent Director of the Company for a further term of five years w.e.f. 30^th July, 2019 to 29^th July, 2024.

Dr. Balram Singh (DIN 02843001)

Dr. Balram Singh, an Independent Director of the Company will be completing his present term on 28^th December, 2019. On the recommendation of the Nomination and Remuneration Committee, the Board of Directors subject to the approval of shareholders in the ensuing Annual General Meeting has reappointed Dr. Balram Singh as an Independent Director of the Company for a further term of five years w.e.f. 29^th December, 2019 to 28^th December, 2024. Dr. Balram Singh will attain the age of 75 years on 01^st January, 2020, hence in terms of amended Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, it is also proposed to obtain the Members approval at the ensuing Annual General Meeting for the continuation of his directorship from 01^st January, 2020 to 28^th December, 2024.

Bhagyam Ramani (DIN 00107097)

Mrs. Bhagyam Ramani, an Independent Director of the Company will be completing her present term on 28^th December, 2019. On the recommendation of the Nomination and Remuneration Committee, the Board of Directors subject to the approval of shareholders in the ensuing Annual General Meeting has re-appointed Mrs. Bhagyam Ramani as an Independent Director of the Company for a further term of five years w.e.f. 29^th December, 2019 to 28^th December, 2024.

Shantanu Mohapatra (DIN 00176836)

Mr. Shantanu Mohapatra who was appointed as an Independent Director of the Company for a term of five years upto 28^th December, 2019, has attained the age of Seventy five years. In terms of amended Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, it is proposed to obtain the Members approval at the ensuing Annual General Meeting for the continuation of his directorship for the remaining period of his tenure i.e. upto 28^th December, 2019.

DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors state that:

1. in the preparation of the annual accounts for the year ended 31^st March, 2019, 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 31^st March, 2019 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 4 times during the financial year 2018-19 on 16^th April, 2018, 30^th July, 2018, 31^st October, 2018 and 31^st January, 2019. 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 31st March, 2019, the Board had 4 (Four) Statutory Committees viz: Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee and Corporate Social Responsibility Committee. A detailed note on the composition of the Board and its Statutory Committees is provided in the Corporate Governance Report that forms part of this Annual Report.

Board Evaluation

Pursuant to the corporate governance requirements as prescribed in the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015, the Board of Directors has carried out an annual evaluation of its own performance, Board Committees and of individual directors. In a separate meeting of independent directors, performance of non-independent directors, performance of the Board as a whole, performance of the Committee(s) of the Board and performance of the Chairman was evaluated, taking into account the views of other directors. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

Declaration by Independent Directors

The Company has received necessary declaration from each Independent Director under section 149(7) of the Companies Act, 2013, stating that he/she meets the criteria of independence laid down in section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations and Disclosures Requirements), Regulations 2015

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 detail of such familiarization programme can be accessed on the Company’s website at https://lloyds.in/wp-content/uploads/familarisation_Programme_for_ID_2018-19.pdf

Meeting of Independent Directors

During the year under review, the Independent Directors met on 31^st January, 2019, 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 this meeting. The observations made by the Independent Directors have been adopted and put into force.

VARIOUS COMPANY’S 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 Company’s 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

In pursuant to regulation 9A(6) of SEBI (Prohibition of Insider Trading) Regulations, 2015 the Company has revised Whistle Blower Policy to include in its scope any instances related to Insider Trading and has also provided 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 Company’s 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.

Mr. Nitesh Tanwar, Company Secretary and Compliance Officer of the Company, has been designated as Vigilance and Ethics Officer for various matters related to Vigil Mechanism.

The Whistle Blower & Vigil Mechanism Policy can be accessed on the Company’s website at https://lloyds.in/wp-content/uploads/2017/04/Wistle-Blower-Policy-Vigil-Mechanism.pdf

Policy for Related Party Transactions

In pursuant to SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, the Company has revised the 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 Transactions can be accessed on the Company’s website at https://lloyds.in/wp-content/uploads/2017/04/Policy-on-Materiality-of-Related-Party-Transaction.pdf

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 Company’s website at https://lloyds.in/wp-content/uploads/2017/04/Code-of-conduct.pdf

Risk Management Policy

The Risk Management policy is formulated and implemented by the Company in compliance with the provisions of the new Companies Act, 2013. 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 Company’s website at https://lloyds.in/wp-content/uploads/2017/04/LMEL-Risk-managment-policy.pdf

Nomination and Remuneration Policy

In pursuant to SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 and Companies (Amendment) Act, 2017, the Company has revised Nomination & Remuneration Policy. The key changes include, inter alia, addition of the definition of senior management along with recommendations about their remuneration.

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 Company’s website at https://lloyds.in/wp-content/uploads/2017/04/Remuneration-Policy.pdf

Policy for Determination of Materiality of an Event or Information

In pursuant to SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, the Company has revised this policy for determination of materiality based events.

The Policy for Determination of Materiality of an Event or Information Policy can be accessed on the Company’s website https://lloyds.in/wp-content/uploads/2017/04/Policy-for-materiality-of-event.pdf.

Policy on Preservation of Documents

In pursuant 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 Company’s website at https://lloyds.in/wp-content/uploads/2017/04/Policy-for-preservation-of-Documents.pdf

Insider Trading -Code of Conduct

In pursuant to SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018 and SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2019 the Company has adopted revised 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 Company’s website at https://lloyds.in/wp-content/uploads/01.pdf

Policy for Procedure of Inquiry in Case of Leak of Unpublished Price Sensitive Information (“UPSI”)

The SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (“PIT Amendment Regulations”) mandates every listed company to formulate 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 the Company’s website at https://lloyds.in/wp-content/uploads/02.pdf

Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information

The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information was revised pursuant to SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018 to include therein the policy for determination of “Legitimate purposes for sharing UPSI”.

The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information can be accessed on the Company’s website at https://lloyds.in/wp-content/uploads/03.pdf

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 CSR Rules. The CSR policy serves as the referral document for all CSR-related activities at the Company. CSR Policy relates to the activities to be undertaken by the Company as specified in schedule VII and other amendments/circulars thereon to the Companies Act, 2013

The CSR Policy can be accessed on the Company’s website at https://lloyds.in/wp-content/uploads/2017/04/Corporate-Social-Responsibility-Policy.pdf

Corporate Social Responsibility

The Company has constituted Corporate Social Responsibility (CSR) Committee in compliance with the provisions of section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The CSR Committee consists of Mr. Mukesh Gupta as Chairman and Dr. Balram Singh and Mr. Rajesh Gupta as members. 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 with a certificate from the Company’s Statutory Auditors, forms part of this Report.

AUDITORS

Statutory Auditor

Pursuant to Section 139 of the Companies Act, 2013, rules made there under, the Board of Directors on the recommendation of the Audit Committee appointed M/s VSS & Associates, Chartered Accountants (Firm Registration No. 105787W), as the Statutory Auditors of the Company for the period of five financial years from the conclusion of 40^th Annual General Meeting till the conclusion of the 45^th Annual General Meeting of the Company to be held in the year 2022. Further the shareholders approval has been accorded in the AGM held on 19^th September, 2017.

Further provision of ratification of appointment of statutory auditor every year has been omitted by the Companies (Amendment) Act, 2017. Therefore ratification of auditor is not required although your Company is proposing ratification of auditor in ensuing Annual General Meeting for the financial year 2019-20.

Statutory Audit Report

During the financial year 2018-19 there is 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 31^st March, 2019 are self explanatory and being devoid of any reservation(s), qualification(s) or adverse remark(s) etc 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 Saurabh Arora & Co., Practicing Company Secretary (Membership No. ACS 43368, CP No. 19371) as the Secretarial Auditor of your Company to conduct Secretarial Audit for the financial year 2019-20.

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. K. C. Nevatia & Associates, a firm of Company Secretaries, in Form MR-3 for the FY 2018-19 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 re-appointed M/s. Manisha & Associates, Cost Accountants as Cost Auditor to audit the cost accounts of the Company for the financial year 2019-20 at a remuneration of Rs. 30,000/- per annum and reimbursement of out of pocket expenses if any. 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 financial year 2017-18 was filed with the Ministry of Corporate Affairs.

MAINTENANCE OF COST RECORDS

The Company has maintained required cost accounts and records as prescribed under sub-section (1) of section 148 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

During the year under review, the company has not made any investment or 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 body corporate or person.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

Particulars of contracts or arrangements or transactions with related party 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. 31 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 Act 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, your Company 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 Company’s 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 EARNINGS 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- I” and forms part of this report.

EXTRACT OF THE ANNUAL RETURN

The Extract of the Annual Return for the Financial Year 201819 is enclosed with this report pursuant to section 92 (3) of the Companies Act, 2013 as “Annexure V” and forms part of this report.

LISTING FEES

The listing fees payable for the financial year 2019-2020 have been paid to Bombay Stock Exchange and Metropolitan Stock Exchange of India Limited within due date.

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

Sd/-

Mukesh Gupta

Date: 25^th April, 2019 Chairman

Place: Mumbai DIN: 00028347

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Mar 31, 2018

Dear Members,

The Directors are pleased to present the Company’s Forty-First (41^st) Annual Report and the Company’s Audited Financial Statement for the financial year ended 31 ^st March, 2018.

1. FINANCIAL PERFORMANCE

The Company’s financial performance, for the year ended 31^st March, 2018 is summarized below:

(Rs. in Lakhs)

Particulars	Current Year 2017-18	Previous Year 2016-17
Income from	42,327.11	40,099.27
Operations
Other Income	2,468.34	1,392.12
Total Income :	44,795.45	41,491.39
Profit before Interest,
Depreciation & Tax	4,112.80	2,879.05
Less : Finance Cost	1,041.38	1,016.39
Depreciation	1,368.01	1,297.34
Exceptional	00.00	00.00
Items
Profit/(Loss) before tax	1,703.41	557.20
Less : Tax Provision	-	-
Net Profit/ (Loss) after	1,703.41	557.20
Tax

2. APPLICABILITY OF INDIAN ACCOUNTING STANDARDS

Your Company had adopted IND AS with effect from April 1, 2017 pursuant to Ministry of Corporate Affairs notification dated February 16, 2015 notifying the Companies (Indian Accounting Standards) Rules, 2015 as amended by the Companies (Indian Accounting Standards) (Amendment) Rules, 2016 and the relevant provisions of the Companies Act, 2013 (‘’the Act’’) and guidelines issued by the Securities and Exchange Board of India (“SEBI”). Your Company has published Ind AS Financials for the year ended March 31, 2018 along with comparable as on March 31, 2017.

3. OPERATIONS AND OVERALL PERFORMANCE Sponge iron Industries Scenario

India was the world’s third-largest steel producer in 2017. The growth in the Indian steel sector has been driven by domestic availability of raw materials such as iron ore and cost-effective labour. Consequently, the steel sector has been a major contributor to India’s manufacturing output.

The Indian steel industry is very modern with state-of-the-art steel mills. It has always strived for continuous modernization and up-gradation of older plants and higher energy efficiency levels. Indian steel industries are classified into three categories such as major producers, main producers and secondary producers.

India’s crude steel output grew 5.87 per cent year-on-year to 101.227 million tonnes (MT) in Cy 2017. Crude steel production reached 93.183 MT during April-February 2017-18. India’s finished steel exports rose 102.1 per cent to 8.24 MT, while imports fell by 36.6 per cent to 7.42 MT in 2016-17. Exports and Imports of iron and steel stood at 14.6 MT and 13.1 MT during April-February 2017-18, respectively. Total consumption of finished steel stood at 81.943 MT during April-February 2017-18. Steel industry and its associated mining and metallurgy sectors have seen a number of major investments and developments in the recent past.

According to the data released by Department of Industrial Policy and Promotion (DIPP), the Indian metallurgical industries attracted Foreign Direct Investments (FDI) to the tune of US$ 10.56 billion in the period April 2000-December 2017.

Government of India’s focus on infrastructure and restarting road projects is aiding the boost in demand for steel. Also, further likely acceleration in rural economy and infrastructure is expected to lead to growth in demand for steel.

The Union Cabinet, Government of India has approved the National Steel Policy (NSP) 2017, as it seeks to create a globally competitive steel industry in India. NSP 2017 targets 300 million tonnes (MT) steel-making capacity and 160 kgs per capita steel consumption by 2030.

Metal Scrap Trade Corporation (MSTC) Limited and the Ministry of Steel have jointly launched an e-platform called ''MSTC Metal Mandi'' under the ''Digital India'' initiative, which will facilitate sale of finished and semifinished steel products.

The Ministry of Steel is facilitating setting up of an industry driven Steel Research and Technology Mission of India (SRTMI) in association with the public and private sector steel companies to spearhead research and development activities in the iron and steel industry at an initial corpus of Rs.200 crore (US$ 30 million).

India is expected to overtake Japan to become the world''s second largest steel producer soon, and aims to achieve 300 million tonnes of annual steel production by 2025-30.

India is expected to become the second largest steel producer in the world by 2018, based on increased capacity addition in anticipation of upcoming demand, and the new steel policy, that has been approved by the Union Cabinet in May 2017, is expected to boost India''s steel production. Huge scope for growth is offered by India’s comparatively low per capita steel consumption and the expected rise in consumption due to increased infrastructure construction and the thriving automobile and railways sectors.

Power Industries Scenario

Power is one of the most critical components of infrastructure crucial for the economic growth and welfare of nations. The existence and development of adequate infrastructure is essential for sustained growth of the Indian economy. India’s power sector is one of the most diversified in the world. Sources of power generation range from conventional sources such as coal, lignite, natural gas, oil, hydro and nuclear power to viable non-conventional sources such as wind, solar, and agricultural and domestic waste. Electricity demand in the country has increased rapidly and is expected to rise further in the years to come. In order to meet the increasing demand for electricity in the country, massive addition to the installed generating capacity is required.

India ranks third among 40 countries in EY’s Renewable Energy Country Attractiveness Index, on back of strong focus by the government on promoting renewable energy and implementation of projects in a time bound manner. India has moved up 73 spots to rank 26^th in the World Bank''s list of electricity accessibility in 2017.

In September 2017, the Government of India launched the Saubhagya scheme to provide electricity connections to over 40 million families in rural and urban areas by December 2018 at a cost of US$ 2.5 billion. Indian power sector is undergoing a significant change that has redefined the industry outlook. Sustained economic growth continues to drive electricity demand in India. The Government of India’s focus on attaining ‘Power for all’ has accelerated capacity addition in the country. At the same time, the competitive intensity is increasing at both the market and supply sides (fuel, logistics, finances, and manpower).

Total installed capacity of power stations in India stood at 3,34,146.91 Megawatt (MW) as on February, 2018. The Ministry of Power has set a target of 1,229.4 billion units (BU) of electricity to be generated in the financial year 2017-18, which is 50 BU’s higher than the target for 2016-17. The annual growth rate in renewable energy generation has been estimated to be 27 per cent and 18 per cent for conventional energy.

The total estimated potential of tidal energy in India is about 8,000 megawatt (MW), of which 7,000 MW is in the Gulf of Kambhat, 1,200 Mw is in the Gulf of Kutch and 100 MW in the Gangetic Delta. The number of small hydro power projects set up in India stood at 1,085 with total installed capacity of 4,399.355 megawatt (MW) as of November 30, 2017.

REVIEW OF OPERATIONS

The Total Income of the Company was Rs.447.95 crores during the year as against Rs.414.91 crores in the previous year, showed increased or decreased of 7.96%. The Company has reported net profit of Rs.17.03 crores during the year under review as against profit of Rs.5.57 crores in the previous year.

SETTING-UP MINERAL BASED STEEL PLANT

The Company during the period under review has in the process of setting-up mineral based steel plant proposed to be setup at Konsari Village, Chamroshi Tehsil, Gadchiroli District for manufacturing of Sponge Iron, Electric Power Generation with Waste Heat Recovery Boiler, Crushing and Screening of Iron Ore, Pelletisation of Iron Ore and Beneficiation of Iron Ore. In this regard the company signed as memorandum of undertaking on 15.02.2018 with Government of Maharashtra during the Magnetic Maharashtra Convergence - 2018. By this Memorandum of Undertaking the Company has agreed to make an investment of Rs.700 Crores provided that the Government of Maharashtra will facilitate the Company to obtain necessary permission / registrations / approvals / clearances / fiscal incentives etc. from the concerned department of the state, as per the existing policies / rules and regulations of the Government of Maharashtra and the expected date of commencement of initial production would be 30^th June, 2020.

IRON ORE MINING ACTIVITIES

In respect of Iron ore mining activities, the Company has resumed the iron ore mining operations and mining activities are carried out regularly at the Surjagarh area of Gadchiroli district that was stopped for the rainy season, as rains often hamper mobility in the remote district. Due to Naxalites'' threat mining takes place under police protection at Surjagarh. Around 200 strong force is deployed in the area to ensure safe transport of iron ore from the mines. The Company has received all the necessary approval from the concerned authority and 20 years mining lease is now in principal extended upto 50 years and we are awaiting for the formal signing lease agreement.

As per the mining report, the mining reserve is around 90 Million MT and Minable reserve is around 68 Million MT. Government of Maharashtra has supported us in every possible manner because this is the first mining in the Gadchiroli district and road is being developed from mine to main road.

The Company is at present undertaking only surface mining and the entire mined Iron Ore is used for captive consumption. It also has plans to start a Sponge Iron plant in the Gadchiroli district. Iron ore which is the raw material will be sourced from the Surjagarh mine.

However, in order to start the plant, the company needs to have an assured supply from the mine first. At present only Float ore mining is done and shortly open Cast Mining will commence as per the mining plan. To get sizeable quantity advanced machinery will have to be deployed for excavation.

SPONGE IRON DIVISION

The production of Sponge Iron Division during the year under review was 1,71,320 MT against 1,83,007 MT in the previous year showing decrease of 6.82%. The total income of the division was Rs.347.37 Crores (including trading) as against Rs.342.12 Crores during the previous year, showing increase of 7.21% as a result increase in trading of Steel and realization of high price of sponge iron.

POWER DIVISION

The production of the division was 24.59 MWH during the year under review as compared to 23.54 MWH for the previous year. The total income of the division was Rs.63.83 Crores during the year under review as against Rs.63.46 Crores during the previous year showing an increase of 0.59%.

ENVIRONMENT & SOCIAL OBLIGATION

The Company maintains the pollution free environment in and around its plant. The Company’s plant complies with all norms set up for clean & better environment by Competent Authorities.

4. MANAGEMENT DISCUSSION AND ANALYSIS

The management of Lloyds Metals and Energy Limited presents its analysis report covering performance and outlook of the Company. The core business of the Company is manufacturing of sponge Iron and generation / distribution of Power. The management accepts responsibility for integrity and objectivity of the financial statements.

a) Industry structure and development: Industry structure and development: Sponge iron is an intermediate product; a source of metallic’s for the secondary steel making through EAF or EOF/IF route. Other sources of metallics are either steel scrap and hot metal produced in the blast furnace. Steel scrap becomes a direct substitute of sponge iron; since both of them are tradable commodities, unlike hot metal.

Further, sponge iron industry is also classified into two categories (i) gas based and (ii) coal based using coal as reductant. Lloyds Metals and Energy Limited is a coal based sponge iron producer.

b) Opportunities and threats: Opportunities abound in growing economies and opening of economy in India has created opportunities for India enterprise to move beyond national boundaries as well to create productive assets. Presently, the Company is consolidating its gains out of creating additional production capabilities.

Competition in Steel industry is escalating and technological changes will spur or drag the forward march of individual units in steel industry. Supply side could also be an issue in next few years because of increase in production capacity by steel industry in India and expression of interest by foreign companies to set up new steel making units. However, coming years are also going to witness substantial additions particularly in the Asian regions. The Company’s thrust on improving productivity and reducing cost of production will, in such a scenario, help in forging ahead in globally competitive environment.

c) Segment-wise performance: The Company is operating two segments, Iron and Steel and Power Generation. Segment Wise results are given at Note No. 33 of significant accounting policies & notes to financial statements. The Company has no activity outside India.

d) Outlook: The basic aim of the Company is to be able to produce Sponge Iron and Steel Products as per market requirements and be able to manage market trends to its advantage. “Opportunities abound in growing economies and opening of economy in India has created opportunities for Indian enterprise to move beyond national boundaries as well to create productive assets”.

The Company is currently engaged in steel and steel related products activity and is looking for new avenues of business in various areas like infrastructure and trading. Since Infrastructure has linkages to other industries like cement, brick and steel through backward and forward linkages. The outlook for the industry looks reasonable, since India has good iron ore deposits, skilled manpower and growing demand for steel. The improved demand is expected to continue in the current fiscal as well on the back of ongoing government funded infrastructure projects. In spite of a downturn in the Global Steel demand, Indian steel demand could survive showing a upward trend, setting a road ahead for the growth of the domestic steel industry in the long run. The upward trend is expected to be continued on account of fiscal measures taken by the Government such as infusion of funds for development of infrastructure sector, introduction of stimulus packages for revival of industry besides factors like increase in consumption and production of steel, upcoming infrastructure and Greenfield projects, stabilization of prices etc. The National Steel Policy has a target for taking Indian Steel production upto 110 MT by 2019-20.

e) Risk and concerns: Global economic uncertainties have affected India’s economy, Key risks synonymous to industry include the global recessionary trend, economic slowdown, increase in financial charges, non-availability (or undue increase in cost) of raw materials, such as , iron ore, coal and labour etc., coupled with market fluctuations. The Company does not apprehend any inherent risk in the long run, with the exception of certain primary concerns that have afflicted the progress of our industry in general, like:

- Shortage of Labour

- Rising manpower and material costs,

- Approvals and procedural difficulties.

- Lack of adequate sources of finance.

Apart from this Industry is highly labour intensive and is subject to stringent labour laws. Your Company has identified the major thrust areas to concentrate on, which it believes to be critical to achievement of organizational goals. Company annually re-views the ‘List of Risk Area’ to identify potential business threats and suitable corrective actions are initiated. Confirmations of compliance with appropriate statutory requirements are obtained from the respective units/divisions. Corporate Governance Policy clearly laying down roles, duties and responsibilities of various entities in relation to risk management is in place.

f) Mitigation of Risks: The Company in order to mitigate the risks, threats and concerns, is taking necessary short term and long term steps like exploring Open Access Market for sale of power, expanding customer base, forward integration and energy management etc. The Company has already taken effective steps for raw material security in the long term.

g) Internal control system and Audit: The Company believes in systematic working and placing of proper checks. Proper systems are in place and regular reviews are held at higher levels to check efficacy and relevance of these systems. These reviews also prescribe changes wherever required. The internal auditors of the company conducts audit of various department and areas. Their reports are placed before the Audit Committee, which reviews these reports and comments/suggestions of the Internal Auditors. The Audit Committee also oversees financial systems/procedures and internal controls and is competent to call for any information/ document from any department.

h) Discussion on financial performance with respect to operating performance: The operating performance of the Company has been discussed in Directors Report under the head ‘Financial Performance’ & Operations and Overall Performance’ in the current year.

i) Human resources and industrial relations: Human Resources Department (“HRD”) works continuously for maintaining healthy working relationship with the workers and other staff members. The underlying principle is that workers and staff at all levels are equally instrumental in attaining the Company’s goals. Training programmes are regularly conducted to update their skills and apprise them of latest techniques. Senior management is easily accessible for counseling and redressal of grievances. The HR department continuously strives to maintain and promote harmony and co-ordination among workers, staff and members of the senior management. The total number of employees as on 31^st March, 2018 was 334.

Cautionary Statement: The Management Discussions and Analysis describe Company’s projections, expectations or predictions and are forward looking statements’ within the meaning of applicable laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company’s operations include economic conditions affecting demand and supply and price conditions in domestic and international market, changes in Government regulations, tax regimes, economic developments and other related and incidental factors.

5. DIVIDEND

With a view to conserve the resources in long run, your Directors have not recommended any dividend for the year ended 31^st March, 2018.

6. TRANSFER TO RESERVES

During the year under review, no amount was transferred to general reserves.

7. SHARE CAPITAL

During the financial year under review, there is no change in the Capital Structure of the Company and accordingly, the Issued, Subscribed and paid-up Share Capital of the Company stand at Rs. 22,25,82,580 as on 31^st March, 2018

8. NATURE OF BUSINESS ACTIVITIES AND CHANGES THEREOF

During the financial year 2017-2018 under review, the Board of Directors, though exploring addition to existing business and commercial activities, had neither been explored any change in nature of business and commercial activities for the Company nor there is a change in nature of business and commercial activities of the Company. As such, no specific details regarding change in nature of business activities are required to be given or provided.

9. PUBLIC DEPOSIT

Your Company has neither invited nor accepted public deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. As such, no specific details prescribed in Rule 8(1) of the Companies (Accounts) Rules, 2017 are required to be given or provided.

10. SUBSIDIARY & CONSOLIDATED FINANCIAL STATEMENTS

The Company is not having any subsidiary Company.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

There was no change in the composition of the Board of Directors during the reporting period, however, the Board has re-appointed Mr. Babulal Agarwal as Managing Director with revision/ modification in the existing remuneration with the consent of the shareholders accorded in last AGM held on 19^th September, 2017. Further, Mr. Rajesh R. Gupta (DIN: 00028379), Non-Executive and promoter Director of Company shall retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The following are the Key Managerial Personnel of the Company:

Mr. Babulal Agarwal - Managing Director

Mr. Riyaz Shaikh - Chief Financial Officer

Mr. Nitesh Tanwar - Company Secretary

During the year 2017-18, there were no changes in Key Managerial Personnel of the Company.

a) Declaration by Independent Directors: All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

b) 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, the business model of the Company etc. The details of the Familiarization Programmes as conducted by the Company during last fiscal are available on the website of the Company (www.lloyds.in). However during the year under review, there was no change in the nature of business of the company and its business vertical/ structure/ operational strategy, etc. which would have necessitated a fresh Familiarization Programme for Independent Directors.

12. ESOP /STOCK APPRECIATION RIGHTS SCHEMES

Lloyds Metals and Energy Limited Employee Stock Option Plan 2017 : The Members of the Company at their 40^th Annual General Meeting held on September 19, 2017 approved the Lloyds Metals and Energy Limited Employee Stock Option Plan 2017 (“the Scheme”) for the benefit to the present and /or future permanent employees of the Company including its holding and subsidiaries, in accordance with the applicable laws. The scheme will be implemented via Trust Route wherein the Company will issue and allot fresh 1,11,29,129 Equity Shares i.e 5% of current paid-up share capital of the Company as on 31^st March, 2017 to trust and the trust will transfer the shares to the Employees who successfully exercised their vested options.

Later on the scheme was ratified by the shareholder through Postal Ballot and result of same was announced on 08^th March, 2018. The scheme has become effective from date of approval of members of the Company for ratification of the scheme. The Nomination and Remuneration Committee (‘NRC’) of the Board of Directors of your Company is entrusted with the responsibility of administering the plan and during the financial year 2017-18 and the committee has not granted any stock option in pursuance thereof.

13. DISCLOSURE RELATED TO BOARD AND CORPORATE GOVERNANCE

a) Number of Meeting of the Board: The Board met 5 (Five) times during financial year 2017-18 viz. 12^th April, 2017; 18^th July, 2017; 07^th August, 2017; 25^th October, 2017 and 22^nd January, 2018. In respect of such meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes book maintained for the purpose. No circular resolutions were passed by the Company during the financial year under review.

b) Committees of the Board: The detailed information with regard to the composition of Board and its Committee(s) and their respective meetings etc. are stated in the Corporate Governance Report of Company, for sake of brevity, which forms part of this Annual Report.

c) 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. The report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is annexed hereto marked as ‘Annexure-D’ and forms part of this report.

d) Performance evaluation of the Board and it’s Committee(s): The Board has carried out an annual performance evaluation of its own performance and that of its Committees and individual Directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

e) Meeting of Independent Directors: During the year under review, the Independent Directors met on 22^nd January, 2018, 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 this meeting. The observations made by the Independent Directors have been adopted and put into force.

14. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGES 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-A’ and forms part of this report.

15. AUDITORS

The matters related to Auditor and their Reports are as under:

(A) Statutory Auditor: Pursuant to Section 139 of the Companies Act, 2013, rules made there under, the Board of Directors on the recommendation of the Audit Committee appointed M/s VSS & Associates, Chartered Accountants (Firm Registration No. 105787W), as the Statutory Auditors of the Company for the period of five financial years from the conclusion of 40^th Annual General Meeting till the conclusion of the 45^th Annual General Meeting of the Company to be held in 2022. Further the Shareholders approval has been accorded in last AGM held on 19^th September, 2017.

Further, the provision of ratification of appointment of Statutory Auditor every year has been omitted by the companies (Amendment) act, 2017. Therefore ratification of Auditor is not required, although your company is proposing ratification of auditor in ensuing Annual General Meeting for the financial year 2018-19.

(B) Audit Report: During the Financial Year 201718 there is 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 31^st March, 2018 are self explanatory and being devoid of any reservation(s), qualification(s) or adverse remark(s) etc 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.

(C) Secretarial Auditor: Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, The Board has re-appointed Mr. K. C Nevatia, Practicing Company Secretary (Membership No. FCS 3963 and Certificate of Practice No. 2348) as the Secretarial Auditor of your Company to conduct Secretarial Audit for the financial year 2018-19.

(D) Secretarial Audit Report: Secretarial Audit Report as issued by the Secretarial Auditor, in Form No. MR-3 for the financial year 2017-18 is annexed herewith vide ‘Annexure E’ and forms integral part of this Annual 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.

(E) 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. Manisha & Associates, Cost Accountants as Cost Auditor to audit the cost accounts of the Company for the financial year 2018-19 at a remuneration of Rs.30,000/- per annum and reimbursement of out of pocket expenses if any. 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. The cost audit report for the financial year 2016-17 was filed with the Ministry of Corporate Affairs.

16. DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors state that:

1. In the preparation of the annual accounts for the year ended 31^st March, 2018, 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 31^st March, 2018 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.

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

Particulars of loans, advances and investments made by Company during the financial year 2017-18 are stated in Note No. 5 to Standalone Audited Financial Statements of Company as annexed to this Annual Report. Company has neither made any investment nor provided any guarantee or Security during the reporting period.

18. PARTICULARS OF CONTRACT(S)/TRANSACTION(S)/ ARRANGEMENT(S) WITH RELATED PARTIES:

All Related Party Contract(s) / Transaction (s) /Arrangement(s) entered by Company during F.Y. 2017- 18 were in its ordinary course of business and on arm’s length basis. According to Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, there were no materially significant related party contract(s)/ transaction(s)/arrangements entered by the Company with the Related Parties 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, wherever required. Since all the Related Party Transactions (RPTs) entered into by the Company were in ordinary course of business and were on arm’s length basis, Form AOC -2 is not applicable. However the details of RPTs, as required pursuant to respective Accounting Standards, have been stated in Note No. 32 to the Standalone Audited Financial Statement of Company forming part of this Annual Report. The Policy on dealing with Related Party Transactions has been placed on the Company’s website and can be accessed at www.lloyds.in.

19. VARIOUS COMPANY’S 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 Company’s website (www.lloyds.in) under the Policies sub-caption of the Investor Caption. The policies are reviewed periodically by the Board and updated based on need and requirements.

Name of the Policy	Brief Description
Whistle Blower or Vigil Mechanism Policy	The policy is meant for directors, stakeholders and employees etc. of the Company to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct and ethics etc.
Policy for Related Party Transactions	The policy regulates all transactions taking place between the Company and its related parties in accordance with the applicable provisions.
Policy for preservation of documents	The policy deals with the retention of corporate records of Company.
Policy for determination of materiality of events	This policy applies for determining and disclosures of material events taking place in the Company.
Archival policy	The policy deals with the retention and archival of corporate records of Company for a particular period, as may be applicable.
Code of conduct for Director(s) and Senior Management Personnel	The Policy is aimed to formulate a Code of Conduct for the Directors and Senior Management Personnel to establish highest standard of their ethical, moral and legal conduct in the business affairs.
Nomination and Remuneration Policy	The 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 and other employees covered under the prescribed criteria, if any.
Corporate Social Responsibility Policy	The policy outlines the Company’s strategy to bring about a positive impact on society through its activities/ programmes relating to Health, Happy Childhood, Education, Social welfare activities, Hunger eradication, Environmental Sustainability, Promoting Gender Equality, Upliftment for deserving and underprivileged sections of society, Promotion of sport, Art & Culture etc.

Code of	The Policy provides framework for
Conduct for	dealing with the securities of Company
Prohibition	in mandated manner.
of Insider
Trading

20. LISTING OF SHARES

The Equity shares of the Company are continued to be listed and actively traded on the Bombay Stock Exchange Limited (BSE) and during the period under review the Company has listed its Equity Shares with the Metropolitan Stock Exchange India Limited (MSE) with effect from 18^th September, 2017 vide listing approval letter dated 14^th September, 2017. The listing fees payable for the financial year 2018-2019 will be paid to both the Stock Exchanges (BSE & MSE) within due dates.

21. DEMATERIALIZATION OF SHARES

As on 31^st March 2018, there were approximately 21,76,99,220 Equity Shares dematerialized through depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited, which represents about 97.81% of the total issued, subscribed and paid-up capital of the Company.

22. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Provision of Section 135(2) read with Schedule VII of the Companies Act, 2013, pertaining to Corporate Social Responsibility are applicable to our Company from financial year 2017-18 though the company is not required to spend 2% of average profit of last 3 years as the company has average net loss for last 3 Financial Years. Despite of that your Company has voluntarily spend some amount on the CSR activities during the period under review. The Details pertaining to the Corporate Social Responsibility (CSR) activities together with details of expenditure is enclosed herewith as ‘Annexure - B’ and the same is attached to this Report.

23. EXTRACT OF THE ANNUAL RETURN

The Extract of the Annual Return as on 31^st March, 2018 pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 (as amended) is furnished in the ‘Annexure-C’ attached to this report, which forms an integral part of this report.

24. PERSONNEL/PARTICULARS OF EMPLOYEES

Pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the requisite details are annexed herewith vide ‘Annexure-F’ and are also available at the Registered Office of the Company for inspection during its business hours upto the date of AGM and any member interested in obtaining such information may directly write to the Company Secretary of the Company and the same shall be provided on such request.

25. SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE

Your Director’s further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

26. INVESTOR SERVICES

The Company and its Registrar M/s. Bigshare Services Private Limited who is looking after the physical as well as Demat work and also shareholders correspondence in terms of SEBI direction for having a common Registrar and Share Transfer Agent, endeavored their best to service the Investors satisfactorily.

27. 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.

28. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate Internal Financial Controls with reference to Financial Statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

29. GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/ activities pertaining to these matters during F.Y. 2017-18:

a. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

b. I ssue of Equity Shares with differential rights as to dividend, voting or otherwise.

c. Issue of shares (including sweat Equity Shares and ESOP) to employees of the Company under any scheme.

d. Instances with respect to voting rights not exercised directly by the employees of Company.

e. Neither the Managing Director nor Chief Financial Officer of the Company receive any remuneration or commission from any other Company.

f. No significant or material orders were passed by the Regulators or Courts or Tribunals which can impact the going concern status and Company’s operations in future.

g. There was no revision of the financial statements of the Company during Financial Year 2017-18.

h. No fraud has been reported by the Auditor in their Audit Report for F.Y. 2017-18, hence the disclosure u/s 134(3) (ca) is not applicable.

30. ENCLOSURES

a) Annexure-A : Report on Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo;

b) Annexure-B : Annual Report on Corporate Social Responsibility (CSR) activities together with expenditure details;

c) Annexure-C: Extract of Annual Return as of 31^st March, 2018 in the prescribed Form No. MGT-9.;

d) Annexure-D : Corporate Governance Report;

e) Annexure-E: Secretarial Auditors Report in Form No. MR-3;

f) Annexure-F: Details of personnel/particulars of employees.

31. 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

For Lloyds Metals and Energy Limited

Date: 16^th April, 2018 Mukesh R. Gupta

Place: Mumbai Chairman

---

Mar 31, 2015

Dear Members,

The Directors are pleased to present the Thirty Eighth Annual Report and the Company's audited financial statement for the financial year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS (Rs in Lacs Current Year Previous Year 2014-15 2013-14

Sales ( Net ) 63,891.58 56,774.61

Other Income 2,242.46 1,667.66

Total Income 66,134.04 58,442.27

Profit before Interest, (395.02) (855.96)

Depreciation & Tax

Less : Finance Cost 619.63 715.86

Depreciation 1,067.19 2,672.75

Profit/(Loss) before tax (2,081.84) (4,244.57)

Less : Tax Provision - -

Net Profit/ (Loss) after Tax (2,081.84) (4,244.57)

DIVIDEND

In view of the losses incurred by the Company, your Directors have not recommended any dividend for the year ended 31st March, 2015.

OPERATIONS AND OVERALL PERFORMANCE

Global steel demand grows slower than the global GDP, as a result of the weakness in the emerging world. Global Steel demand grew at a moderate pace of 2% in spite of subdued economy worldwide on the back of improvement of output in the European market, United States and Japan which has partly set off the downturn in China, a world's largest steel maker, which moved from an investment to service-driven economy.

Steel imports by India surged by a whopping 71% to touch a record high of 9.31 million tonne in 2014-15, putting pressure on the already squeezed margins of domestic firms. Steelmakers in India, which remained a net importer of steel for the year, have been on the wrong foot for quite some time now, mainly due to dearer raw materials while their counterparts in China, Japan and Russia took advantage of lower iron ore prices and in some cases, sops offered by the Government. India had imported 7.38 MT of steel in 2009-10, 6.66 MT in 2010-11, 6.86 MT in 2011-12, 7.93 MT in 2012-13 and 5.45 MT in 2013-14.

Exports, however, have been at slower pace than imports, especially in more recent years. Shipments of steel stood at 3.25 MT in 2009-10 and 5.98 MT in 2013-14, only to plunge 8% to 5.5 MT last fiscal. Due to rising imports from countries like China, Japan and Russia, domestic steel industry is struggling to retain margins. Cost structure in these countries has significantly come down because of fall in the prices of iron ore and depreciation of their currencies against dollar. So in dollar terms, their cost of production has come down.

The problem of the domestic steel industry got compounded with the subdued demand. Though the last fiscal was better compared to the previous one, it still remains below potential. Real consumption of the alloy grew by 3.1% to stand at 76.35 MT in the last fiscal compared to 59.34 MT in 2009- 10, 66.42 MT in 2010-11, 71.02 MT in 2011-12, 73.48 MT in 2012-13, 74.09 MT in 2013-14.

However, pinning hopes of a better demand days ahead, they continue to raise their output. Production for sale saw a steady rise to 88.12 MT in 2014-15 from 60.62 MT in 2009-10, 68.62 MT in 2010-11, 75.69 MT in 2011-12, 81.68 MT in 2012-13 and 87.67 MT in 2013-14.

India remained to be the world's largest producer of Direct Reduced Iron (DRI) or sponge iron with a host of coal based units, located in the mineral - rich states of the country.

Steel Prices, Globally and Domestically witnessed a sustained downside mainly due to overcapacity, cheaper imports, economic conditions and shift towards other substitutes which significantly impacted the steel prices. Steel makers margins have consistently contracted since FY'11 due to overcapacity and demand-supply gap. Margins of steel producers would continue to be under pressure, given the high cost of production on the back of higher input costs and their limited ability to pass on hikes in costs. The credit profile of steel makers to remain weak next fiscal due to their large debt for working capital and capex coupled with modest EBITDA (earnings before interest, taxes, depreciation, and amortization) margins. Global steel prices will continue to trend downward which will inturn, exert tremendous pressure on global contract prices of raw materials such as iron ore and coal. The recovery in the world steel pricing momentum would be driven by a reviving economy, stabilization in the Euro-zone and a rebound in the construction industry in developed countries.

A robust and thriving Power sector is central to India's sustained economic growth. India's power sector has evolved substantially over the last few decades and is now witnessing unprecedented interest and investments across the value chain. With the global economic growth and industrialization, power consumption is escalating rapidly, creating demand for more power and compelling industry players to manage their power portfolio efficiently. In 2014-15 as a whole, total power generation in India grew by 8.5% and it is expected to grow by 8.4% in 2015-16. The power transmission sector in India has not been able to keep pace with the rising power demand and generation capacity in the country. The Indian Power Sector faced a challenging year under review as it juggled with increasing power demand, the poor paying capability of power distribution Companies, inadequate domestic coal/gas availability, an inefficient power tariff mechanism and rising financing costs.

The Total Income of the Company was Rs661.34 Crores during the year as against Rs.584.42 Crores in the previous year, showed increase of 13.16%. The Company has reported Net Loss of Rs.20.82 Crores during the year under review as against loss of Rs.42.45 Crores in the previous year.

The production of Sponge Iron Division during the year under review was 143384 MT against 165631 MT in the previous year showing decrease of 13.43%. The total income of the division was Rs.599.58 Crores (including trading) as against Rs.528.87 Crores during the previous year, showing increase of 13.37% as a result of increase in trading of Steel and realization of higher price of sponge iron.

POWER DIVISION

During the financial year 2010-11, in order to utilize the waste heat and convert into productive energy, the Company has commissioned it's 30 MW co-generation Waste Heat Recovery Based (WHRB) Power Plant, at Ghugus, Maharashtra. The production of the division was 17.10 MWH during the year under review as compared to 17.05 MWH for the previous year. The total income of the division was Rs.39.34 Crores during the year under review as against Rs.38.88 Crores during the previous year showing an increase of 1.17%.

By virtue of issuance of Commercial Circular No. 154 & 156 dated 23rd January, 2012 by Maharashtra State Electricity Distribution Company Limited and other laws and circulars of authority, the scope of distribution/supply/utilization of electricity through Open Access has been expanded. Due to this, the prospectus of the industry is expected to improve in the nearest future. The Company is exploring all the possibilities, strictly adhering to and complying with the parameters and conditions laid down in the said circulars & other laws to utilize the power generated by its power generation unit.

In respect of Iron ore mining activities, the Company has received all statutory permissions and necessary sanctions from the concerned authorities to commence mining operations. However, due to insurrection by Naxals near Surjagarh Iron Ore Mine in which one of the official of the Company was killed, the Mining Operations of the Company at Surjagarh Iron Ore Mine at Surjagarh Village, Gadchiroli District, Maharashtra has been temporarily discontinued w.e.f. July, 2013 and the same facts has been informed to the concerned Govt. Authority. The Company is taking adequate steps to commence mining operations.

ENVIRONMENT & SOCIAL OBLIGATION

The Company maintains the pollution free environment in and around its plants. The Company's' plants comply with all norms set up for clean & better environment by Competent Authorities.

UNFCCC REGISTRATION

The Waste Heat based power plant of the Company has been accorded final registration with UNFCCC as a 'Clean Development Mechanism' (CDM) project activity. The waste heat based power plant generates power using waste heat from flue gases coming out of 4 numbers 100 TPD and 1 number 500 TPD Sponge Iron Kilns. The project involves 5 numbers waste heat recovery boilers.

The reduction in CO2 emission from project facility arises from the displacement of an equivalent amount of electricity to the extent of electricity generated from project activity which would have been otherwise generated and supplied by grid.

The project shall be eligible for 109660 Carbon Emission Reductions (CER) Certificates every year for 10 years duration from 2013-2023.

As per the records of UNFCCC, this is the first large scale project from Sponge Iron industry to be accorded the registration by UNFCCC as per the new methodology ACM 0012 introduced by UNFCCC.

SUBSIDIARY & CONSOLIDATED FINANCIAL STATEMENTS

The Company is not required to consolidate it's Financial Statements for the year ended 31st March, 2015 as Company do not have any subsidiary.

The Company and its Registrar M/s. Bigshare Services Private Limited who is looking after the physical as well as Demat work and also shareholders correspondence in terms of SEBI direction, for having a common Registrar and Share Transfer Agent, endeavored their best to service the Investors satisfactorily.

RESERVES

The Company did not propose to transfer any amount to any reserves.

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.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, there are no changes in the nature of the business of the Company.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state that:

1. in the preparation of the annual accounts for the year ended 31st March, 2015, 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 judgements 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, 2015 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.

BOARD MEETINGS

The Board of Directors duly met 4 (four) times respectively on 26th May, 2014, 8th August, 2014, 27th October, 2014 and 21st January, 2015 in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. No circular resolutions were passed by the Company during the financial year under review.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Mukesh R. Gupta (DIN 00028347)

In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company, Mr. Mukesh R. Gupta (DIN 00028347), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Mr. Babulal Agarwal (DIN 00029389)

Mr. Babulal Agarwal (DIN 00029389) was reappointed as a Managing Director for a period of three years with effect from 1st January, 2015.

Mr. Jagannath Dange (DIN 01569430)

Mr. Jagannath Dange (DIN 01569430) was appointed as Additional Non Executive Independent Director of the Company w.e.f. 26th May, 2014, subsequently the approval of the shareholders was sought at the Annual General Meeting held on 30th July, 2014.

Dr. B.R. Singh (DIN 02843001) and Mrs. Bhagyam Ramani (DIN 00107097)

Dr. B.R. Singh (DIN 02843001) and Mrs. Bhagyam Ramani (DIN 00107097) were appointed as Additional Non Executive Independent Directors of the Company w.e.f. 27th October, 2014 subsequently approval of the shareholders was accorded through postal ballot, result of which was announced on 29th December, 2014.

Mr. Sonam Bodh (DIN 06731687)

Mr. Sonam Bodh (DIN 06731687), IDBI Nominee Director was withdrawn as Nominee with effect from 25th November, 2014. The board hereby places on record its sincere appreciation for the valuable guidance and meaningful contribution made by Mr. Sonam Bodh as member of the Board/Committees during the period of his association with the Company.

Mr. Nitesh Tanwar

Mr. Nitesh Tanwar was appointed Company Secretary and Compliance Officer of the Company with effect from 21 st January, 2015 in place of Mr. Shyamal Padhiar who resigned with effect from 25th December, 2014.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted the Declaration of Independence, as required pursuant to section 149(7) of the Companies Act, 2013 and revised clause 49 of the listing agreement, stating that they meet the criteria of independence as provided in section 149(6) of Companies Act, 2013.

PERFORMANCE EVALUATION OF THE DIRECTORS

The Nomination and Remuneration Committee has laid down the criteria for performance evaluation of the individual Directors and the Board.

The framework of performance evaluation of the Independent Directors captures the following points:

A. Key attributes of the Independent Directors that justify his/ her extension/continuation on the Board of the Company;

B. Participation of the Directors in the Board proceedings and his/ her effectiveness;

The evaluation was carried out by means of the replies given/ observations made by all the Directors on the set of questions developed by them which brought out the key attributes of the Directors, quality of interactions among them and its effectiveness.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The Company does not have any employee, whose particulars are required to be given pursuant to the provisions of section 197 of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed hereto marked as Annexure "D" and forms part of this report.

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

Particulars of Investments made pursuant to Section 186 of the Companies Act, 2013 are provided in Note 10 to the Financial Statements. The Company has not given any loan or guarantee or provided any security during the year under review.

The Company, by passing a Special Resolution through Postal Ballot on 29th December, 2014, has taken a limit of Rs. 2000 Crores for making investments, giving loans to any person or other body corporate, giving any guarantee or providing any security in connection with any loan to any person or other body corporate and acquiring by way of subscription, purchase or otherwise the securities of any other body corporate.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTY

Pursuant to Section 188 of the Companies Act, 2013, the Company did not enter into any contracts, transactions or arrangement with any of the related party during the financial year ended 31st March, 2015.

COMMITTEES AND POLICIES

Audit Committee

The Audit Committee was reconstituted as per the requirement of the Companies Act, 2013 and revised clause 49 of the listing agreement. The Committee comprises of Mr. Shantanu Mohapatra as the Chairman and Mr. Mukesh R. Gupta, Mr. B.B. Chadha, Dr. B.R. Singh and Mr. Devidas Kambale as the Members.

All the recommendations made by the Audit Committee are accepted and implemented by the Board of Directors. More details on the committee are given in the Corporate Governance Report.

Nomination and Remuneration Committee

The Company has a Remuneration Committee which is renamed as Nomination and Remuneration Committee as per revised Clause 49 of the Listing Agreement. The Committee comprises of 1 non-executive promoter and 3 Non-executive Directors namely Mr. Mukesh R. Gupta, Mr. B.B. Chadha, Mr. Devidas Kambale and Dr. B.R. Singh. During the financial year 2014-2015, two meetings of Nomination and Remuneration Committee were held i.e. on 26th May, 2014 and 21st January, 2015.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee (formerly known as Stakeholders' / Investors' Grievance Committee) is reconstituted on 27th October, 2014 in terms of revised clause 49 of Listing Agreement and is entrusted with the responsibility of redressing the shareholders'/ investors' complaints with respect to transfer of shares, non-receipt of Annual Report, non-receipt of dividend etc. The Committee comprises of Mr. Mukesh R. Gupta as the Chairman and Mr. Devidas Kambale and Dr. B.R. Singh as the Members.

Risk Management Committee

The Risk Management Committee of the Company is constituted on 27th October, 2014 in terms of revised clause 49 of the listing agreement. The Committee comprises of Mr. Mukesh R. Gupta as the Chairman and Mr. Babulal Agarwal, Mr. Rajesh R. Gupta and Mr. Jagannath Dange as the Members.

Corporate Social Responsibility Committee

Pursuant to Section 135(2) read with Schedule VII of the Companies Act, 2013, the Board of your Company has constituted a CSR Committee. The Committee comprises of Mr. Mukesh R. Gupta as the Chairman and Dr. B.R. Singh and Mr. Rajesh R. Gupta as the members. Your Company has developed a CSR Policy. The CSR Policy has been uploaded on the Company's website at the web link: http://www.llovds. in/policies.html.

Risk Management Policy

The Risk Management policy is formulated and implemented by the Company in compliance with the provisions of the new Companies Act, 2013 and revised listing agreement. 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 as approved by the Board is uploaded on the Company's website at the web link: http://www.lloyds.in/policies.html.

Remuneration Policy

The Nomination and Remuneration Committee has formulated and implemented "Remuneration policy" in compliance with section 178 of the Companies Act, 2013 read with applicable rules thereto and revised clause 49 of the listing agreement. The policy provides guidelines to the Nomination & Remuneration Committee relating to the Appointment, Removal & Remuneration of Directors and KMP. It also provides criteria for determining qualifications, positive attributes and independence of a director.

The Nomination and Remuneration policy as approved by the Board is uploaded on the Company's website at the web link: http://www.lloyds.in/policies.html.

Whistle Blower Policy & Vigil Mechanism

Pursuant to Section 177(9) of the Companies Act, 2013 and revised clause 49 of the Listing Agreement, the Company has formulated Whistle Blower Policy & established Vigil Mechanism for the directors and employees of the Company to report, serious and genuine unethical behaviour, actual or suspected fraud and violation of the Company's 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.

Mr. Nitesh Tanwar, Company Secretary and Compliance officer of the Company, has been designated as Vigilance and Ethics Officer for various matters related to Vigil Mechanism.

The Policy on Vigil Mechanism and Whistle Blower Policy as approved by the Board is uploaded on the Company's website at the web link: http://www.lloyds.in/policies.html.

CORPORATE GOVERNANCE

Pursuant to the revised Clause 49 of the Listing Agreement, your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the Listing Agreement of the Stock Exchange with which the Company is listed are complied with. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

AUDITORS AND AUDITORS' REPORT

Statutory Auditor

Pursuant to Section 139 of the Companies Act, 2013, rules made thereunder and subject to approval of the members of the Company at the Annual General Meeting, the Board of directors on the recommendation of the Audit Committee appointed M/s Todarwal & Todarwal, Chartered Accountants (Firm Registration No.111009W), as the Statutory Auditors of the Company for the period of three financial years commencing from 1st April, 2014 to 31st March, 2017.

The Board based on the recommendation of the Audit Committee, recommends the ratification of the appointment of M/s Todarwal & Todarwal, Chartered Accountants (Firm Registration No.111009W) as the Statutory Auditors. The members are thus requested to ratify the appointment of aforesaid Statutory Auditors for the next financial year 2015- 2016 at the ensuing Annual General Meeting.

As regards Auditors' observation in Point No. 10 of annexure to the Auditors' Report in respect of cash losses and accumulated losses, it is factually correct that the Company has incurred cash losses and the accumulated losses are more than fifty percent during the year due to adverse market conditions.

Cost Auditor

In terms of provisions of Section 148 of the Companies Act, 2013 and in accordance with notification issued by the Ministry of Corporate Affairs, F.No.52 /26/ CAB - 2010 dated 2nd May, 2011, M/s Manisha & Associates, Nagpur, Cost Accountants were appointed as Cost Auditor of the Company for the financial year 2014-15 and they have offered themselves for re-appointment for the financial year 2015-16. The Company has filed Cost Audit Report for the financial year ended 31 st March, 2014 with the Central Government within the time limit prescribed under the Companies Act, 2013.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Mr. K. C Nevatia of K. C Nevatia & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year ended March, 2015. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. The Secretarial Audit Report is annexed hereto marked as Annexure 'B' and forms part of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS 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(3) of Companies (Account) Rules, 2014 is annexed hereto marked as Annexure 'A' and forms part of this report.

EXTRACT OF THE ANNUAL RETURN

The Extract of the Annual Return pursuant to section 92(3) of the Companies Act, 2013 for the financial year 2014-15 is annexed hereto marked as 'Annexure C' and forms part of this report.

PAYMENT OF ANNUAL LISTING FEES

Shares of the Company are presently listed at BSE Limited, P.J.Towers, Dalal Street, Mumbai and the Company has paid listing fee upto 31st March, 2016 in respect of above stock exchange.

GENERAL DISCLOSURE

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save or ESOS.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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

Date : 10th April, 2015 Mukesh R. Gupta Place : Mumbai Chairman

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Mar 31, 2013

The Directors present their 36th Annual Report on the business and operations of your Company and Audited Statement of Accounts for the year ended 31st March, 2013.

FINANCIAL HIGHLIGHTS

(Rs. in Lacs) Current Year Previous Year 2012-13 2011-12

Sales ( Net ) 75,920.22 100,680.39

Other Income 1,626.29 1,718.94

Total Income : 77,546.51 102,399.33

Profit before Interest, 3,693.33 4,468.97

Depreciation & Tax

Less : Finance Cost 849.93 1,494.59

Depreciation 2,651.85 2,601.15

Profit/(Loss) before tax 191.55 373.23

Less : Tax Provision - -

Net Profit/ (Loss) after Tax 191.55 373.23

DIVIDEND

With a view to conserve the resources in long run, your Directors have not recommended any Dividend for the year ended 31st March, 2013.

OPERATIONS & OVERALL PERFORMANCE

Global apparent Steel consumption increased 1.7 % in 2012, down sharply from 7.4 % growth in 2011. The growth in the Indian Steel Industry remained muted during the year under review. The total Indian finished Steel consumption registered a marginal growth of 3.7 % compared to last year mainly due to lower demand from steel using industries like automobiles, infrastructures, construction, regulatory hurdles, delays in project execution and weak sentiment through the steel industry globally and in the domestic market. India remained to be the world''s largest producer of Direct Reduced Iron (DRI) or sponge iron with a host of coal based units, located in the mineral - rich states of the country.

Globally, Steel prices improved in the first half of 2012, but declined in the back half due to a glut in imports, oversupply in the market, weak demand and tempering growth in Asia. A sustained downside in steel prices has materially and adversely affected margins of the Steel Companies. High input costs coupled with lower operating margins and high capital charges dented the net margins of the Steel Producers and trend is expected to continue during the current year as well. With the general expectation of modest growth globally and sustained raw material prices, the steel prices would firm up and remain stable in the year ahead.

The Indian Power sector has achieved a lot over the last decade in the areas of policy reforms, private sector participation in generation and transmission, new manufacturing technology and capabilities, but there is still much to achieve and a number of challenges to overcome before the opportunities can be leveraged. The last decade has seen a sea change in India''s Electricity sector, from being 10th largest in the world to 5th largest now..The Power Sector is high on India''s priority as it''s offers tremendous potential for investing companies based on the sheer size of the market and the returns available on investment capital. The challenges in the domestic power sector continued during the year under review. India is facing a Power deficit of around 9 % and this is likely to continue over the next few years. India faced massive power black- outs during the first half of the year due to overdrawing and grid indiscipline. The High fuel prices and low merchant realization has put pressure on operating margins of the power companies, however, the trend is expected to change in the coming years backed by production of renewable energy, revision in tariff structure, coal linkages and reforms announced by the Government to revive power sector.

The Total Income of the Company was Rs. 775.46 crores during the year as against Rs. 1,024.00 crores in the previous year, showed decrease of 32 %. The Company has reported Net profit of Rs. 1.91 crores during the year under review as against Rs. 3.73 crores in the previous year.

SPONGE IRON DIVISION

The production of Sponge Iron Division during the year under review was 151066 MT against 156698 MT in the previous year showing decrease of 4 %. The total income of the division was Rs. 686.63 Crores as against Rs. 934.15 Crores during the previous year, showing decrease of 36 %.

POWER DIVISION

During the financial year 2010-11, in order to utilize the waste heat and convert into productive energy, the Company has commissioned it''s 30 MW co-generation Waste Heat Recovery Based (WHRB) Power Plant, at Ghugus, Maharashtra. The production of the division was 23.96 MWH during the year under review as compared to 24.54 MWH for the previous year. The total income of the division was Rs. 72.57 Crores during the year under review as against Rs. 72.65 Crores during the previous year.

By virtue of issuance of Commercial Circular No. 154 & 156 dated 23.01.2012 by Maharashtra State Electricity Distribution Company Limited and other laws and circulars of authority, the scope of distribution/supply/utilization of electricity through Open Access has been expanded. The company is exploring all the possibilities, strictly adhering to and complying with the parameters and conditions laid down in the said circulars & other laws to utilize the power generated by its power generation unit.

In respect of Iron ore mining activities, the company has received all statutory permissions and necessary sanctions from the concerned authorities to commence mining operations and the mining operations have commenced on trial basis.

ENVIRONMENT & SOCIAL OBLIGATION

The Company maintains the pollution free environment in and around its plants. The Company''s'' plants comply with all norms set up for clean & better environment by Competent Authorities.

MANAGEMENT DISCUSSION AND ANALYSIS

The core business of the Company is manufacturing / marketing of Iron and Steel and generation / distribution of Power. The Management discussions and analysis is given hereunder :-

a) Industry structure and development: The growth of the Domestic Steel Industry remained subdued on account of slow down in demand from the key consuming sectors and limited iron ore availability. The demand for the steel in domestic industry is expected to remain modest. Global steel demand is also expected to improve gradually as compared to previous year levels. Being one of the fastest growing economics and the second largest populated country, India represents an attractive destination for the Power industry. The working age population is increasing at a rapid pace, thereby creating a strong demand for electricity. India will continue to need large new investments in electricity to meet demands of a fast developing economy, and a population that is growing in size, income and expectations.

b) Opportunities and threats: The growth potential in the Indian Steel industry is optimistic in years to come riding on factors such as High Growth of Economy, availability of Iron Ore and Coal, availability of technical expertise at a cheaper cost, availability of metallurgical knowledge and untapped potential in the rural markets. The main challenges to the industry are Land Acquisition issues, Mineral Security, Environmental Issues and Technological challenges.

Reforms such as the Electricity Act and National Electricity Policy will provide the necessary impetus to the Indian Power Sector. The new tariff norms for power utilities announced by the Central Electricity Regulatory Commission ( CERC) for the period FY 2009-14 will have an overall positive impact on the profitability of the power sector.The key problems hindering the growth of the power sector are lack of land availability, Coal shortages, fuel availability, environment, forest clearances.

c) Segment-wise performance: The Company is operating two segments, Iron and Steel and Power Generation. Segment Wise results are given at Note No. 15 under ''Notes to the Accounts'' forming part of balance sheet. The Company has no activity outside India.

d) Outlook: With a series of mega projects, either being implemented or at the proposal stage and domestic economy carrying forward the reform process further, the future of the Indian Steel industry looks optimistic.

There is strong growth opportunity in power generation led by exponential growth in economy, increasing prosperity for electricity consumption and urbanisation.

e) Risk and concerns: Steel Industry always runs risk of Industry cycle. The Company is continuously monitoring the supply management practices, Technological obsolescence, input prices, price sensitivity and demand volatility are an inherent business risks. The Company undertakes continuous development, training and modernization programme to keep its business efficient. The risks faced by the Power sector are irregular tariff structures, fuel availability, project execution, land acquisition, financial assistance and environment clearance etc. The Company is taking proper actions against the possible industry risks which may affect the business activities of the Company.

f) Mitigation of Risks: The Company in order to mitigate the risks, threats and concerns, is taking necessary short term and long term steps like exploring Open Access Market for sale of power, expanding customer base, forward integration and energy management etc. The Company has already taken effective steps for raw material security in the long term.

g) Internal control system: The Company maintains adequate internal control systems, which provide adequate safeguards and proper monitoring of the transactions. The Company has appointed an Internal Auditor who reports to the Managing Director and Audit Committee of the Board. The Internal Auditor conducts quarterly audits to ensure that the Company''s control systems are adequately followed and all statutory requirements are complied with.

h) Discussion on financial performance with respect to operating performance : The operating performance of the Company has been discussed in Directors Report under the head ''Financial Highlights'' & ''Operations and Overall Performance'' in the current year.

i) Human resources and industrial relations : During the year under review the Employee/ Industrial relations remained harmonious. Steps were taken continuously by the Company for training its employees in various disciplines. Number of employees as on 31st March, 2013 was 444.

j) Cautionary Statement : The Management Discussions and Analysis describe Company''s projections, expectations or predictions and are forward looking statements'' within the meaning of applicable laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company''s operations include economic conditions affecting demand and supply and price conditions in domestic and international market, changes in Government regulations, tax regimes, economic developments and other related and incidental factors.

SUBSIDIARY & CONSOLIDATED FINANCIAL STATEMENTS

The Statement required Under Section 212 of the Companies Act, 1956, including the Financial Information relating to subsidiary Company M/s. Gadchiroli Metals and Minerals Limited, wholly owned subsidiary is attached herewith. In accordance with the Accounting Standard AS -21, the Consolidated Financial Statements are attached herewith which forms part of the Annual Report and Accounts.

INVESTOR SERVICES

The Company and its Registrars M/s. Bigshare Services Private Limited who is looking after the physical as well as Demat work and also shareholders correspondence in terms of SEBI direction, for having a common Registrar and Share Transfer Agent, endeavored their best to service the Investors satisfactorily.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public during the year.

DIRECTORS

Shri Shantanu Mohaoatra and Shri Mukesh Gupta, Directors of your Company, retires by rotation and being eligible, offers themselves for reappointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

1. In the preparation of annual accounts for the financial year ended 31st March 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. The directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

3. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. Final accounts have been prepared on going concern basis.

CORPORATE GOVERNANCE

Pursuant to the revised Clause 49 of the Listing Agreement your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the Listing Agreement of the Stock Exchange with which the Company is listed are complied with.

A separate report on Corporate Governance and the Auditor''s Certificate on its compliance are annexed hereto and forms part of this Annual Report.

STATUTORY AUDITORS & AUDITORS'' REPORT

The members are requested to appoint Auditors for the next financial year 2013-2014.

COST AUDITORS

In terms of provisions of Section 233B(2) of the Companies Act,1956 and in accordance with notification issued by the Ministry Of Corporate Affairs, F.No.52 /26 / CAB - 2010 dated 02.05.2011, M/s Manisha & Associates, Nagpur, Cost Accountants was appointed as Cost Auditor of the Company for the financial year 2012-13 and offered themselves for re- appointment for the financial year 2013-14 subject to approval of the Central Government. The Company has filed Cost Audit Report for the financial year ended 31.03.2012 with the Central Government within the time limit prescribed under the Companies Act,1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

Information in accordance with Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in Annexure ''A'' forming part of this report.

PARTICULARS OF EMPLOYEES

The Company does not have any employees, whose particulars are required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended by MCA vide i''ts Circular No. 23/2011 dated 03.05.2011.

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, Vendors and Members 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

Dated : 21.05.2013 Mukesh R Gupta

Place : Mumbai Chairman

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Mar 31, 2011

The Directors present their 34th Annual Report on the business and operations of your Company and Audited Statement of Accounts for the year ended 31st March, 2011.

FINANCIAL HIGHLIGHTS (Rs. in Lacs)

Current Year Previous Year 2010-11 2009-10 Sales ( Net ) 68999.73 56789.42

Other Income 2325.73 917.89

Total Income : 71325.46 57707.31

Profit before Interest, Depreciation & Tax 4542.86 4351.97

Less : Interest & Finance Charges 689.57 883.05

Depreciation 1991.80 1680.05

Profit/(Loss) before tax 1861.49 1788.87

Less : Tax Provision - -

Profit/(Loss) after Tax 1861.49 1788.87

Less : Prior Period Expenses 1.01 2.10

Net Profit/ (Loss) 1860.48 1786.77

Profit / (Loss) b/f from previous year 60.38 (1726.39)

Balance Carried Forward 1920.86 60.38

DIVIDEND

With a view to conserve the resources in long run, your Directors have not recommended any Dividend for the year ended 31st March, 2011.

OPERATIONS & OVERALL PERFORMANCE

World Steel consumption has shown a remarkable recovery during the last year. The Indian Steel Industry has been on a high growth trajectory led by buoyancy in sectors such as infrastructure and construction, oil and gas and automobiles during the year under review on back of finished steel consumption showing an increase of around 8 %. India has maintained its position as the worlds largest producer of DRI / Sponge Iron. During the last few years, the demand growth has been more then supply growth. The lag in supply growth was mainly due to delay in statutory clearances, land acquisition issues and lack of new raw material linkages. Globally, the Steel prices has softened during the first quarter due to increase in supply and slowdown in inventory restocking but showed a rising trend during the last quarter. The High raw material cost coupled with increasing operational cost has put pressure on operating margins of the Steel Companies in the later half and trend is expected to continue during the current year as well.

The Total Income of the Company was Rs. 713.25 crores during the year as against Rs.577.07 crores in the previous year, showed an increase of 24 %. The Company has reported Net profit of Rs.18.61 crores during the year under review as against Rs. 17.87 crores in the previous year.

SPONGE IRON DIVISION

The production of Sponge Iron Division during the year under review was 186882 MT against 168144 MT in the previous year showing a growth of 11%. The total income of the division was Rs.656.95 Crores as against Rs. 567.89 Crores during the previous year, showing an increase of 16 %.

POWER PLANT

As part of manufacturing process, the Company is using coal to produce Sponge Iron and during the process, the hot waste gases are

being generated which were earlier being released in atmosphere after cooling down and passing through Electrostatic Precipitator for removal of dust particles.

During the third quarter of the year, in order to utilize the waste heat and convert it into productive energy, the Company has commissioned its 30 MW co-generation Waste Heat Recovery Based (WHRB) Power Plant, at Ghugus, Maharashtra. The project has received all statutory clearances. The project has also been registered under Carbon Development Mechanism (CDM) and expected to get CDM certification. The total income of the division was Rs.33.04 Crores during the year under review.

With the commissioning of the said plant, the Company will entail a reduction in power cost in the cost of production and may be in a position to produce and sell additional / surplus power to the Power Distribution Companies which may generate savings / earnings to the Company. The generation of the above revenue will entail the additional source of income for the company in addition to conducting manufacturing of Sponge Iron activities.

In respect of Iron ore mining activities, the company has received all statutory permissions and necessary sanctions from the concerned authorities to commence mining operations and the mining operations are expected to commence in due course.

CHANGE OF NAME / ALTERATION OF OBJECT CLAUSE

In view of the commencement of the power generation activities by the Company, it was proposed to alter the Main Object clause of the Company by addition of power generation Clause in the Memorandum of Association of the Company and to change the name of the Company from ‘‘Lloyds Metals and Engineers Limited to ‘Lloyds Metals and Energy Limited by obtaining members approval through Postal Ballot. Accordingly, the Postal Ballot process was conducted and Special Resolutions approving the above alterations with requisite majority were passed on 11th April,2011. The Registrar Of Companies, Maharashtra, Mumbai has approved the above changes and issued fresh certificate of Incorporation for change of name of the Company w.e.f. 25th April,2011.

ENVIRONMENT & SOCIAL OBLIGATION

The Company maintains the pollution free environment in and around its plants. The Companys plants comply with all norms set up for clean & better environment by Competent Authorities.

SUBSIDIARY & CONSOLIDATED FINANCIAL STATEMENTS

The Statement required Under Section 212 of the Companies Act, 1956, the Audited Accounts and the Reports of the Directors and Auditors of M/s. Gadchiroli Metals and Minerals Limited, wholly owned subsidiary is attached herewith. In accordance with the Accounting Standard AS -21, the Consolidated Financial Statements are attached herewith which forms part of the Annual Report and Accounts.

INVESTOR SERVICES

The Company and its Registrars M/s. Bigshare Services Private Limited who is looking after the physical as well as Demat work and also shareholders correspondence in terms of SEBI direction, for having a common Registrar and Share Transfer Agent, endeavored their best to service the Investors satisfactorily.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public during the year.

DIRECTORS

Shri Mukesh Gupta and Shri B.B.Chadha, Directors of your Company, retires by rotation and being eligible, offers themselves for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed that:

1. In the preparation of annual accounts for the financial year ended 31st March 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. The directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

3. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. Final accounts have been prepared on going concern basis.

CORPORATE GOVERNANCE

Pursuant to the revised Clause 49 of the Listing Agreement your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the Listing Agreement of the Stock Exchange with which the Company is listed are complied with.

A separate report on Corporate Governance and the Auditors Certificate on its compliance are annexed hereto and forms part of this Annual Report.

AUDITORS & AUDITORS REPORT

The members are requested to appoint Auditors for the next financial year 2011-2012.

Auditors observations in Clause No. 9 (b) in the Annexure to Audit Report (CARO Report) are self explanatory and do not require further explanation.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

Information in accordance with Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in Annexure ‘A forming part of this report.

PARTICULARS OF EMPLOYEES

The Company does not have any employee, whose particulars are required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended by MCA vide its Circular No. 23/ 2011 dated 03.05.2011.

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, Vendors and Members 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

Mukesh R Gupta Chairman

Dated: 18th May,2011 Place: Mumbai

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Mar 31, 2010

The Directors present their 33rd Annual Report on the business and operations of your Company and Audited Statement of Accounts for the year ended 31s! March, 2010.

FINANCIAL HIGHLIGHTS (Rs. in Lacs)

Current Year Previous Year 2009-10 2008-2009 Sales (Net) 56789.42 52347.23 Other Income 917.89 429.00 Total Income: 57707.31 52776.23 Profit before Interest, Depreciation, 4351.97 5338.00 Exceptional Items & Tax Less: Finance Charges 883.05 560.80 Depreciation 1680.05 1920.96 Profit / (Loss) before exceptional 1788.87 2856.24 items & taxes Profit/(Loss) before tax 1788.87 2856.24 Less . Tax Provision - 17.61 Profit/(Loss) after Tax 1788.87 2838.63 Add/(Less): Prior Period Income / (2.10) 5.45 (Expenses) Net Profit/(Loss) 1786.77 2844.08 Profit / (Loss) b/f from previous year (1726.39) (17742.32) Add : Balance Transferred from 60.38 (14898.24) Capital Reserve - 1247.04 Share Premium Account - 11909.81 Debenture Redemption Reserve - 15.00 Balance Carried Forward 60.38 (1726.39)

DIVIDEND

With a view to conserve the resources in long run, your Directors have not recommended any Dividend for the year ended 31s' March, 2010.

OPERATIONS & OVERALL PERFORMANCE

After being hit back by the economic slow down during the previous year, steel companies had recovered well registering remarkable growth during the year under review. The increase in the demand was mainly caused on the back of growth of various sectors such as automobile, construction, infrastructure and consumer durables. The domestic production of finished steel reported increase of about 4 % during the last year. The steel prices depressed during the first half of the year under review and picked up during the last quarter. Increase in demand and better price realizations had a good impact on the operating margins and profitability of the steel companies in the later half and trend is expected to continue during the current year as well.

During the year under review, the production of Sponge Iron was 168144 MT against 173000 MT in the previous year. The Total Income of the Company was Rs. 577.07 crores during the year as against Rs.527.76 crores in the previous year, showed an increase of 9 %. The Company has reported Net profit of Rs.17.87 crores during the year under review as against Rs. 28.44 crores in the previous year.With this, brought forward losses of Rs. 17.26 Crores has been wiped out. The figures of Total Income and Net Profit for the year under review are not comparable as previous year's figures includes 7 months operations of Steel Pipe & Tube Unit - since demerged.The reduction in the Net Profit is also attributed to increase in cost of raw materials, plant shut down during some part of the year. In order to utilize and harness the

Waste gases generated while producing Sponge Iron, the Company is setting up a 30 MW co-generation power plant at its Sponge Iron plant site which is under commissioning stage.

During the year 2004-05, the company floated a wholly owned subsidiary for the purpose of Iron ore mining activities. As per the order of Mines Tribunal, the revised letter issued by Government of Maharashtra (GoM) in favour of subsidiary has been set aside. Subsequently the original status has been restored by GoM and a lease has been granted in favour of the company. A case filed by a competitor before Delhi High Court in this matter has been dismissed. In the meanwhile, the company has received all statutory permissions and necessary sanctions from the concerned authorities to commence mining operations and the mining operations are expected to commence in due course.

ENVIRONMENT & SOCIAL OBLIGATION

The Company maintains the pollution free environment in and around its plant. The Companys' plant comply with all norms set up for clean & better environment by Competent Authorities.

MANAGEMENT DISCUSSION AND ANALYSIS

The core business of the Company is manufacturing and marketing Iron and Steel. The Management discussions and analysis is given hereunder :-

a) Industry structure and development: After facing severe beating in terms of price and demand of steel during the previous year, the steel industry has shown good signs of recovery during the current year led by increase in demand and capacity addition by domestic steel companies.

b) Opportunities and threats: The Steel industry has a very good growth potential in years to come with rising domestic as well as global consumption on back of growing demand by sectors like automotive, infrastructure and consumer durable sectors. The constant increase in prices on the back of hike in raw material cost may affect the steel industry.

c) Segment-wise performance: The Company is operating on only one broad segment, Iron and Steel and hence separate segmental reporting is not applicable. The Company has no activity outside India.

d) Outlook: The Steel Industry outlook in immediate future looks reasonably well due to stability in the domestic as well as global steel industry.

e) Risk and concerns: Steel Industry always runs risk of Industry cycle. The Company is continuously monitoring the supply management practices, Technological obsolescence, input prices, price sensitivity and demand volatility are an inherent business risks. The Company undertakes continuous development, training and modernization programme to keep its business efficient.

f) Internal control system: The Company maintains adequate internal control systems, which provide adequate safeguards and proper monitoring of the transactions. The Company has appointed an Internal Auditor who reports to the Managing Director and Audit Committee of the Board. The Internal Auditor conducts quarterly audits to ensure that the Company's control systems are adequately followed and all statutory requirements are complied with.

g) Discussion on financial performance with respect to operating performance : The operating performance of the Company has

been discussed in Directors Report under the head 'Financial Highlights' & 'Operations and Overall Performance' in the current year.

h) Human resources and industrial relations : During the year under review the Employee/ Industrial relations remained harmonious. Steps were taken continuously by the Company for training its employees in various disciplines. Number of employees as on 31st March, 2010 was 302.

i) Cautionary Statement : The Management Discussions and Analysis describe Company's projections, expectations or predictions and are forward looking statements' within the meaning of applicable laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company's operations include economic conditions affecting demand and supply and price conditions in domestic and international market, changes in Government regulations, tax regimes, economic developments and other related and incidental factors.

SUBSIDIARIES & CONSOLIDATED FINANCIAL STATEMENTS

The Statement required Under Section 212 of the Companies Act, 1956, the Audited Accounts and the Reports of the Directors and Auditors of M/s. Gadchiroli Metals and Minerals Limited, wholly owned subsidiary is attached herewith. In accordance with the Accounting Standard AS -21, the Consolidated Financial Statements are attached herewith which forms part of the Annual Report and Accounts. During the year under review, M/s Lloyds Line Pipes Ltd ceased to be a Wholly owned Subsidiary of the company.

INVESTOR SERVICES

The Company and its Registrars M/s. Bigshare Services Private Limited who is looking after the physical as well as Demat work and also shareholders correspondence in terms of SEBI direction, for having a common Registrar and Share Transfer Agent, endeavored their best to service the Investors satisfactorily.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public during the year.

DIRECTORS

Shri Rajesh Gupta and Shri Shantanu Mohapatra, Directors of your Company, retires by rotation and being eligible, offers themselves for reappointment.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed that:

1. In the preparation of annual accounts for the financial year ended 31" March 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. The directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

3. The directors Jiave taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. Final accounts have been prepared on going concern basis.

CORPORATE GOVERNANCE

Pursuant to the revised Clause 49 of the Listing Agreement your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the Listing Agreement of the Stock Exchanges with which the Company is listed are complied with.

A separate report on Corporate Governance and the Auditor's Certificate on its compliance are annexed hereto and forms part of this Annual Report.

AUDITORS & AUDITORS' REPORT

The members are requested to appoint Auditors for the next financial year 2010-2011.

Auditors' observations in Clause Np. 9 (b) in the Annexure to Audit Report (CARO Report) are self explanatory and do not require further explanation.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

Information in accordance with Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in Annexure 'A' forming part of this report.

PARTICULARS OF EMPLOYEES

A statement pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the Annexure B to the Directors Report.

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, Vendors and Members 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 Dated : 24th May, 2010 Mukesh R Gupta Place : Mumbai Chairman