To,

The Members,

Lloyds Enterprises Limited

Your Director's are pleased to present the Company's Fortieth ( 40 th ) Annual Report of Lloyds Enterprises Limited (the " Company " ) along with the Audited Financial Statements (Standalone and Consolidated) and the Auditors' Report for the Financial Year (" FY ") ended 31 st March, 2026.

FINANCIAL PERFORMANCE AND THE STATE OF THE COMPANY'S AFFAIRS

The Audited Financial Statements of your Company as on 31 st March, 2026, are prepared in accordance with the relevant applicable Indian Accounting Standards (" Ind AS ") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (" SEBI Listing Regulations ") and the provisions of the Companies Act, 2013 (" Act ").

The summarized financial highlights are depicted below:

(Rs. in Crores)

On Standalone Basis

The Company has a net profit of ' 268.09 Crores for the year under review as against ' 16.43 Crores profit in the last year. The total Income of the Company for the year under review was ' 812.09 Crores as against ' 626.76 Crores during the last year.

On Consolidated Basis

The Company has consolidated net profit of ' 416.96 Crores for the year under review as against ' 123.39 Crores profit in the last year. The total consolidated income of the Company was ' 2,183.71 Crores for the year under review as against ' 1,570.93 Crores during the last year.

LISTING ON 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 ").

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to the provisions of Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Schedule V of the Regulations, a separate section on the Management Discussion and Analysis Report (" MDAR "), which includes details on the state of affairs of the Company forms part of this Annual Report.

COMPOSITE SCHEME OF ARRANGEMENT

Based on the recommendation of Independent Directors and the Audit Committee the Board accorded its approval in its meeting held on 22 nd December, 2025, had approved the Composite Scheme of Arrangement between Lloyds Realty Developers Limited (" LRDL " or " Transferor Company 1 "), Indrajit Properties Private Limited (" IPPL " or " Transferor Company 2 "), Lloyds Enterprises Limited (" LEL " or " Transferee Company " or " Demerged Company " or " Company ") and Lloyds Realty Limited (" LRL " or " Resulting Company "), and their respective shareholders (" Scheme "). The Company received listing approval from BSE Limited and National Stock Exchange of India Limited and pending before the SEBI for No objection letter.

Salient features of the Scheme:

Amalgamation of Lloyds Realty Developers Limited and Indrajit Properties Private Limited with Lloyds Enterprises Limited to streamline operations and create operational synergies.

Demerger of consolidated real estate business into Lloyds Realty Limited, creating an independent, publicly-listed entity focused exclusively on high-growth real estate opportunities.

To streamline the pre-demerger structure, Lloyds Enterprises Limited will first merge its existing interests: Lloyds Realty Developers Limited & Indrajit Properties Private Limited.

Lloyds Realty Developers Limited shareholders will receive 51 equity shares of Lloyds Enterprises Limited against 400 equity shares held in Lloyds Realty Developers Limited.

Lloyds Enterprises Limited shareholders will receive 1 equity share of Lloyds Realty Limited (face value: ' 1) against 2 equity shares held in Lloyds Enterprises Limited.

The Scheme is subject to the receipt of approval of shareholders and creditors, approvals from the jurisdictional Hon'ble National Company Law Tribunal, and such other approvals, permissions, and sanctions of regulatory and other authorities as may be necessary.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to the provisions of Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (hereinafter "SEBI (LODR) Regulations") , for the FY 2025-26, Business Responsibility and Sustainability Report (" BRSR ") describing the various initiatives taken by the Board of Directors of the Company forms part of this Annual Report.

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 Act read together with Companies (Indian Accounting Standards) Rules, 2015 (as amended) and forms part of this annual report. In accordance with Section 136 of the Act the Audited Financial Statements including Consolidated Financial Statements and related information of the Company and audited accounts of each of subsidiaries are available on the website of the Company at www.llovdsenterprises.in .

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

Details of Companies which are Subsidiaries, Joint Ventures, or Associate Companies as on 31 st March, 2026:

Subsidiary Companies:

Lloyds Engineering Works Limited

Lloyds Realty Developers Limited

Indrajit Properties Private Limited Step down Subsidiary Companies :

Simon Developers and Infrastructure Private Limited

Techno Industries Private Limited

Metalfab Hightech Private Limited

Lloyds Advance Defence Systems Limited Associate Companies :

Cunni Realty and Developers Private Limited

Adithyapower Refractories and Insulation Private Limited

Details of Companies which have become or ceased to be its Subsidiaries, Joint Ventures or Associate Companies during the year:

During the year, there were no changes regarding ceasing of Subsidiaries/Associates/Joint Ventures of the Company as on 31 st March, 2026.

ACCOUNTS OF SUBSIDIARIES

In accordance with Section 129(3) of the Act and Regulation 34(2) of SEBI Listing Regulations, we have prepared the consolidated financial statements of the Company, which form part of this Annual Report.

The Board of Directors of the Company reviewed the affairs of the Subsidiaries/ Associate of the Company. Pursuant to the provisions of Section 129(3) of the Act and the Companies (Accounts) Rules, 2014, the salient features of the Financial Statement of each of our Subsidiaries/ Associate in the prescribed format AOC-1 is appended as " Annexure A " to the Board's report, which forms a part of the Financial

Statements section of this Annual Report and hence not repeated here for the sake of brevity. These documents will also be available for inspection during business hours at the registered office till date of annual general meeting.

SHARE CAPITAL

The paid-up equity capital of the Company as on 31 st March, 2026 was ' 151.04 crores. The said shares are listed on BSE Limited (" BSE ") and National Stock Exchange of India Limited (" NSE ").

i. Authorised Share Capital

During the year under review, there was no change in the authorised share capital of the Company. The authorised share capital of your Company is ' 750 crores.

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. Preferential issue of Equity Shares

Your Company has not issued any Preferential issue of Equity Shares.

v. ESOP Allotment

During the year under review, Your Company has not made any allotment of Equity Shares to its ESOP Trust under its ESOP Policy (i.e. "Lloyds Enterprises Limited Employee Stock Option Plan - 2025") . Further during the Financial Year under review, the Nomination and Remuneration Committee of the Board of Directors of your Company has granted 16,35,840 Employee Stock Option at an Exercise Price of ' 2/- to all the eligible employees.

vi. Rights Issue

Your Company has raised funds via Rights Issue for Subscription to secured Non-Convertible Debentures ("NCDs") of our subsidiary, Lloyds Realty Developers Limited ("LRDL") , General Corporate Purpose and Issue expenses. The letter of offer approved by Right Issue Committee of the Board of Directors of the Company at meeting held on 11 th August, 2025.

The Company has made allotment of 25,44,25,324 Rights Equity Shares, each at ^ 39 per Rights Equity Share (including a premium of ^ 38 per Rights Equity Share).

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

India Ratings and Research Private Limited appointed as the Monitoring Agency for monitoring the utilization of proceeds from the fund raising through Rights Issue undertaken by the Lloyds Enterprises Limited.

The Monitoring Agency have not observed any deviation in the utilization of proceeds from the aforesaid Fund Raise. Accordingly, pursuant to Regulations 32 of the Listing Regulations, the Company has filed NIL deviation reports along with the Monitoring Agency Report on a quarterly basis with BSE Limited and National Stock Exchange of India Limited within the prescribed timelines.

The Monitoring Agency Reports are available on the website of the Company at www.llovdsenterprises.in/index.php/ other-disclosures .

DEMATERIALIZATION OF SHARES

As on 31 st March, 2026, there are 1,52,62,23,655 Equity Shares dematerialized through depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited, which represents about 99.98% of the total issued, subscribed and paid-up capital of the Company.

DISCLOSURE RELATING TO EMPLOYEE STOCK OPTION SCHEME AND EMPLOYEE STOCK PURCHASE SCHEME

During the year under review the Board of Director of your Company has approved Lloyds Enterprises Limited Employee Stock Option Plan - 2025 on 13 th February, 2025 and subsequently the scheme was approved by the members of the Company by way of Postal Ballot through remote E-voting process by members on 06 th July, 2025 and results which were declared on 08 th July, 2025.

The Plan will be implemented through the Trust route. The scheme is designed with primary objectives of alignment of personal goals of the Employees with organizational objectives by participating in the ownership of the Company, to reward the employees for their association and performance as well as to motivate them to contribute to the growth and profitability of the Company.

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

During the Financial Year under review, the Nomination and Remuneration Committee of the Board of Directors of your Company has granted 16,35,840 Employee Stock Option at an Exercise Price of ' 2/- to all the eligible employees.

In compliance with the Regulation 13 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (" SBEBSE Regulations "), a certificate from Secretarial Auditor of the Company, confirming implementation of " Lloyds Enterprises Limited Employee Stock Option Plan - 2025 " in accordance with the said regulations will be available electronically for inspection by the Members during the AGM of the Company.

In compliance with the 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 www.llovdsenterprises.in .

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.

Members are requested to note that pursuant to Section 124 of the Act read with the Rules framed thereunder dividends if not encashed or claimed for a period of 7 (seven) years from the date of transfer to the Unpaid Dividend Account of the Company, will be transferred to the Investor Education and Protection Fund ("IEPF") . Further, all the shares in respect of which dividend has remained unclaimed for 7 (seven) consecutive years or more from the date of transfer to unpaid dividend account shall also be transferred to IEPF. In view of this, Members are requested to claim their dividends from the Company, within the stipulated timeline.

Members who wish to claim their dividend declared in past and which remains unclaimed, are requested to contact, Bigshare Services Private Limited S6-2, 6 th Floor, Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road, Andheri (East), Mumbai- 400093 or write to the Company at its Registered office.

DIVIDEND

Your Directors are pleased to recommend the Final Dividend of ' 0.05/- (5%) per equity share of face value of ' 1/- each for the FY 2025-26. The Dividend is subject to the approval of Members at ensuing Annual General Meeting (" AGM "). Pro-rata dividend shall be paid in proportion to the paid-up value of partly paid shares.

During the year the Company has declared and paid interim dividend of ' 0.10/- (10%) per equity share of face value of ' 1/- each for the FY 2025-26.

The Final Dividend shall be paid within a period of 30 (Thirty) days from the date of the 40 th 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 SEBI Listing Regulations as amended and the same is available on the website of the Company at https ://www. llovdsenterprises.in/index.ph p/co rp orate- policies/ and is set out as Annexure B of Directors' Report and forms part of this Annual Report.

TRANSFER TO RESERVES

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

REGISTERED OFFICE

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

A2, 2 nd Floor, Madhu Estate, Pandurang Budhkar Marg, Lower Parel, Mumbai, Maharashtra, 400013.

CHANGE IN THE NATURE OF BUSINESS ACTIVITIES

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

ALTERATION OF ARTICLE OF ASSOCIATION:

During the year under review, the Members of the Company approved the adoption of a new set of Articles of Association of the Company through Postal Ballot Notice dated 08 th December, 2025. The Special Resolution for the same was passed by the Members on 09 th January, 2026, and the results of the Postal Ballot were declared on 12 th January, 2026.

BOARD OF DIRECTORS

As of 31 st March, 2026, your Company's Board had eight members comprising of two Executive Directors, one NonExecutive Non-Independent Director and five Non-Executive Independent Directors including one Woman Director. The details of Board and Committee composition, tenure of Directors, and other details are available in the Corporate Governance Report, which forms part of this Annual Report. In terms of the requirement of the SEBI Listing Regulations, your Board has identified core skills, expertise, and competencies of the Directors in the context of your Company's business for effective functioning. The key skills, expertise and core competencies of your Board are detailed in the Corporate Governance Report, which forms part of this Annual Report.

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

Appointment

During the year under review, there was no appointment of Directors in the Company.

Re-appointment

During the Financial Year 2025-26, Rajesh Gupta (DIN: 00028379), who were liable to retire by rotation, were re-appointed as Executive Director at the 39 th Annual General Meeting of the Company.

However, based on the recommendation of the Nomination and Remuneration Committee, and pursuant to the provisions of Section 149, 150 and 152 read with Schedule IV of the Companies Act, 2013 ( "the Act" ) read with the Articles of Association of the Company, the Board of Directors of the Company at their meeting held on 08 th May, 2026 had recommended the reappointment Mr. Sandeep Suhas Aole (DIN: 01786387), aged 52 years, as a Non-Executive- Independent Director of the Company for a second term of 5 (Five) consecutive years commencing from 27 th May, 2027 to 26 th May, 2032 (both days inclusive) subject to the approval of the Members of the Company by way of a special resolution.

The detailed profile of Mr. Sandeep Suhas Aole, 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 Annual General Meeting which forms an integral part of this Annual Report.

Retire by Rotation

Mr. Babulal Agarwal, Director (DIN: 00029389)

In accordance with the provisions of the Section 152 of the Act, and the Articles of Association of the Company, Mr. Babulal Agarwal, Director (DIN: 00029389) of the Company retires by rotation and being eligible offers himself for reappointment at 40 th AGM of the Company.

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

Cessation

During the year under review, there was no cessation of Directors in the Company.

Accordingly, none of the Directors of the Company resigned, retired, or otherwise ceased to hold office during the financial year.

KEY MANAGERIAL PERSONNEL

During the year under review, there was no change in the Key Managerial Personnel (" KMPs ") of your Company.

As on the date of this report, the following are KMPs of the Company as per Sections 2(51) and 203 of the Act:

i. Mr. Babulal Agarwal, Chairman & Managing Director

ii. Mr. Viresh Sohoni, Chief Financial Officer

iii. Ms. Pranjal Mahapure, Company Secretary & Compliance Officer

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. in the preparation of the Annual Financial Statements for the year ended 31 st March, 2026, the applicable accounting standards have been followed and there are no material departures from the same;

ii. the directors have selected such accounting policies and applied them consistently and judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31 st March, 2026 and of the profit of your Company for that period;

iii. 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;

iv. the Directors have prepared the annual financial statements on a 'going concern' basis;

v. 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

vi. 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.

DISCLOSURES RELATED TO BOARD AND COMMITTEES Board Meetings

During the year under review, the Board met 09 (Nine) times i.e on 09 th May, 2025, 28 th May, 2025, 04 th July, 2025, 21 st July, 2025, 14 th August, 2025, 11 th November, 2025, 08 th December, 2025, 22 nd December, 2025 and 09 th February, 2026. The details of the meeting are provided in the Corporate Governance Report, which forms part of this Annual Report. The maximum interval between any two consecutive meetings did not exceed 120 days as required under Regulation 17 of the SEBI Listing Regulations, Section 173 of the Act and Secretarial Standard on Meetings of the Board of Directors.

Committees of the Board

As on 31 st March, 2026, the Board had 05 (Five) Committees which are mandatory under the Companies Act, 2013 and the SEBI (Listing Regulations and Disclosure Requirements), 2015, viz: Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee, Corporate

Social Responsibility Committee and Risk management Committee. Also, for the purpose of ensuring that the Company's investments are managed in a way that aligns with the organization's goals and objectives, the Company has Investment Committee. Furthermore, the Company also formed the Rights Issue Committee meeting for the purposes of issue, offer and allotment of Equity Shares, and other matters in connection with or incidental to the Rights Issue. 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 Act and the SEBI Listing Regulations, the annual evaluation of the Board of Directors, individual directors and Committees was conducted.

The exercise for evaluation was carried out through a structured questionnaire specifically designed for the Board, Committees and Individual Directors. The Board's functioning was evaluated on various aspects, inter alia, including its structure, strategic direction, meeting effectiveness, stakeholder value and responsibility, performance management, information management, governance, compliance and overall performance metrics. The Directors were evaluated on aspects such as strategy, function, ethics and values, team player, self-development and other general criteria.

The performance of the Committees was evaluated by the Board after seeking inputs from the committee members based on criteria. The criteria are broadly based in line with the Guidance note on Board Evaluation issued by the Securities and Exchange Board of India vide its circular dated 5 th January, 2017.

In a separate meeting of Independent Directors, performance of non-independent directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of other directors. The Directors were satisfied with the evaluation results, which reflected the overall functioning of the Board and its Committees. The performance evaluation of all the Independent Directors was done by the entire Board of Directors of the Company, excluding the independent director being evaluated.

Declaration by Independent Directors

The Company has received declarations from the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act read with Regulation 16(1)(b) of the SEBI Listing Regulations. In terms of Regulation 25(8) of the SEBI 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 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 by the Indian Institute of Corporate affairs.

The Board is of the opinion that all the Independent Directors including Independent Directors appointed during the year, if any, are persons possessing integrity and have relevant expertise and experience in their fields.

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, 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 conducted during the FY 2025-26 is available on the Company's website at https://www.llovdsenterprises.in/ .

Meeting of Independent Directors

During the year under review, the Independent Directors met two times i.e. on 22 nd December, 2025 and 27 th March, 2026 without the attendance of Non-Independent Directors and members of the management.

All the Independent Directors were present at these meetings. 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 Regulations and the Act, the Company has formulated and implemented the following policies. All the Policies are available on Company's website (https://www.llovdsenterprises.in/index.php/corporate- policies/) under the heading " Corporate Policies ." The policies are reviewed periodically by the Board and updated based on need and requirements.

Whistle Blower & Vigil Mechanism Policy

Your Company has established a whistle blower policy/ vigil mechanism as per 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 SEBI Listing Regulations, for the directors and employees of the Company, to report their unethical or improper activities and financial irregularities. The policy also provides for adequate safeguards against victimization of directors, or employees or any other person who has availed the mechanism and provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. No person has been denied access to the Chairperson of the Audit Committee. The Audit Committee monitors and reviews the investigations of the whistle blower complaints.

Mr. Rajesh Gupta, Director of the Company, has been designated as the " Whistle Blowing Officer " for various matters related to Vigil Mechanism.

During the year under review, your Company has not received any complaint under the vigil mechanism.

The Whistle Blower & Vigil Mechanism policy can be accessed on the Company's website at https://www. llovdsenterprises.in/index.php/corporate-policies/.

Policy for Related Party Transactions

All related parties' transactions were placed before the Audit Committee for its approval. An omnibus approval from Audit Committee was obtained for the related party transactions which are repetitive in nature.

All the transactions with the related parties entered during the year under review, were on arm's length basis and in ordinary course of business.

In accordance with the requirements of Act and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions for identification and monitoring of such 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 is available on the Company's website can be accessed on the Company's website at https://www.llovdsenterprises.in/index.php/

corporate-policies/

Code of conduct for Director(s) and Senior Management Personnel

The Company has laid down a Code of Conduct for all the Directors and the Senior Management of the Company which is available at https://www.llovdsenterprises.in/index. Dhp/corporate-policies/ .

All the Directors and Senior Management of the Company have affirmed compliance with the Code for the FY ended 31 st March, 2026. A declaration to this effect signed by the Managing Director of the Company is annexed to the Report.

Risk Management Policy

The Company has formulated the Risk Management policy in compliance with the provisions of the Act and the SEBI Listing Regulations, to identify risks and minimize their adverse impact on business and strive to create transparency.

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 Company employs a structured approach to risk management, which encompasses risk identification, risk evaluation, risk mitigation, and risk monitoring.

The Risk Management Policy can be accessed on the Company's website at https://www.llovdsenterprises.in/ index.php/corporate-policies/ .

Nomination and Remuneration Policy

In line with the requirements of Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations, the Company has in place a Nomination & Remuneration Policy which provides for the processes relating to selection, appointment and remuneration of directors, key managerial personnel and senior management employees including other matters as provided. It also provides for effective evaluation of performance of the Board, its committees and individual directors.

Kindly refer to the section on Corporate Governance, under the head, 'Nomination and Remuneration Committee' for matters relating to constitution, meetings, functions of the Committee and the remuneration policy formulated by this Committee.

The Nomination and Remuneration Policy can be accessed on the Company's website at https://www.llovdsenterprises. in/index.DhD/corDorate-Dolicies/ .

Policy for Determination of Materiality of an Event or Information

As per the requirements of the SEBI Listing Regulations, the Company has formulated a policy for determination of materiality-based events.

The Policy for Determination of materiality of an event or information can be accessed on the Company's website at https://www.lloydsenterprises.in/index.php/corporate-policies/ .

Policy on Preservation of Documents

In line with the requirements of Regulation 9 of the SEBI Listing Regulations, 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://www.lloydsentemrises. in/index.Dhp/comorate-policies/ .

Insider Trading -Code of Conduct

Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, (hereinafter " SEBI PIT Regulations ") the Company has adopted the Insider Trading Code. The Code provides framework for dealing with the securities of Company in a mandated manner.

The above Insider Trading-code of conduct can be accessed on the Company's website at https://www.lloydsentemrises. in/index.php/corporate-policies/ .

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

Pursuant to SEBI PIT Regulations, the Company has formulated a written policy and procedure for:

1. inquiry in case of leak of unpublished price sensitive information for initiating appropriate action on becoming aware of leak of unpublished price sensitive information;

2. informing the Board promptly of such leaks, inquiries and results of such inquiries.

Pursuant to this regulation, the Company has adopted the Policy for Procedure of Inquiry in Case of Leak of Unpublished Price Sensitive Information (" UPSI "), which can be accessed on the Company's website at https://www.lloydsenterprises. in/index.php/corporate-policies/ .

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

Pursuant to SEBI PIT Regulations, the Company has formulated the 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 https://www.lloydsenterprises. in/index.Dhp/comorate-policies/ .

Policy on Material Subsidiary

The Company had formulated a policy for determining material subsidiaries in accordance to SEBI Listing Regulations which can be accessed on the Company's website at https://www.lloydsenterprises.in/index.php/

corporate-policies/ .

Corporate Social Responsibility Policy

The Company has constituted the 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(" CSR Rules "). The brief details of CSR Committee are provided in the Corporate Governance Report, which forms part of this Annual Report.

The Corporate Social Responsibility Policy (hereinafter " CSR Policy ") of the Company has been prepared pursuant to Section 135 of the Act and the CSR Rules. The CSR policy serves as a 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 to the Companies Act, 2013.

The CSR Policy can be accessed on the Company's website at httDs://www.lloydsenterDrises.in/index.DhD/

corporate-policies/ .

The disclosures with respect to CSR activities are given in "Annexure C" .

Succession Planning Policy

In compliance with Regulation 17(4) of the SEBI Listing Regulations, the Company has established a comprehensive Succession Planning Policy. This policy ensures that appropriate plans are in place to facilitate the orderly succession of appointments to the positions of Chairman, Board of Directors, Key Managerial Personnel, and Senior Management. The policy is designed to support seamless transitions and maintain organizational stability.

Dividend Distribution Policy

The dividend recommended is in accordance with the Company's Dividend Distribution Policy. The Dividend Distribution Policy, in terms of Regulation 43A of SEBI Listing Regulations is available on the Company's website on https://www.llovdsenterprises.in/index.php/corporate- policies/

CORPORATE GOVERNANCE REPORT AND CERTIFICATE

The Company has taken adequate steps to ensure that all the mandatory provisions of Corporate Governance as prescribed under SEBI Listing Regulations are complied with. As per Regulation 34(3) Read with Schedule V of SEBI Listing Regulations, a separate section on corporate governance, together with a certificate from the Company's Secretarial Auditors, forms part of this Report.

AUDITORS Statutory Auditor

Pursuant to Section 139 of the Act and the Rules made there under, the members at the 35 th Annual General Meeting of the Company held on Wednesday, 29 th September, 2021 had re-appointed M/s. Todarwal & Todarwal LLP, Chartered Accountants (Firm Registration No. 111009W/W100231) as the Statutory Auditors of the Company for a period of

05 (Five) Years from the conclusion of the 35 th AGM till the conclusion of the 40 th AGM of the Company to be held in the Year 2026.

The Auditors' Report provided by M/s. Todarwal & Todarwal LLP for the financial year ended 31 st March, 2026, is enclosed along with the financial statements in the Annual Report. The Auditors' Report does not contain any qualifications, observations or adverse remarks.

As the term of M/s. Todarwal & Todarwal LLP as the Statutory Auditors of the Company, expires at the conclusion of 40 th AGM, the Board of Directors of the Company at their meeting held on 08 th May, 2026, based on the recommendation of the Audit Committee, has recommended to the Members the appointment of M/s. V K Beswal & Associates, Chartered Accountants (Firm Registration No. 101083W), as Statutory Auditors of the Company, for a term of 5 (five) consecutive years from the conclusion of 40 th AGM till the conclusion of the 45 th AGM.

Accordingly, an Ordinary Resolution, proposing appointment of M/s. V K Beswal & Associates, as the Statutory Auditors of the Company for a term of five consecutive years pursuant to Section 139 of the Act, forms part of the Notice of the 40 th AGM of the Company. The Company has received the written consent and a certificate that M/s. V K Beswal

6 Associates satisfy the criteria provided under Section 141 of the Act and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder. M/s. V K Beswal & Associates is a firm of Chartered Accountants registered with the Institute of Chartered Accountants of India. It was established in 1983. It has its registered office at 4th Floor Rewa Chambers, Behind Income Tax Building, 31, New Marine Lines, Mumbai - 400020. The Firm primarily engaged in providing services of Statutory & Tax Audit, internal audit, consultation & representation in direct & international taxation, company law advisory, and transfer pricing auditing. The operating over last four decades has built up a strong client base of more than 200 organizations in industries from retail, service, real estate, hospitality, manufacturing, finance, and not-for-profit.

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

Statutory Audit Report

During the FY 2025-26, 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 FY ended 31 st March, 2026 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 Act.

Secretarial Auditor

Pursuant to Section 204 of the Act and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 read with Regulation 24A of the SEBI Listing Regulation, Members of the Company at the Annual General Meeting held in the previous financial year i.e., FY 2024-25, had approved the appointment of M/s. Mitesh Shah & Co., Company Secretaries (Firm Registration No.: P2025MH104700) as the Secretarial Auditors of the Company for a term of five (5) consecutive years, commencing from the financial year 2025-26 up to 2029-30, at such remuneration as may be determined by the Board of Directors.

Accordingly, M/s. Mitesh Shah & Co. continue to act as the Secretarial Auditors of the Company for the FY 2025-26.

The Company has complied with the applicable provisions of the Companies Act, 2013, SEBI LODR Regulations, circulars issued thereunder and the Secretarial Standards issued by the Institute of Company Secretaries of India.

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 Shah & Co., Practicing Company Secretary (Firm Registration No.: P2025MH104700), in Form MR-3 for the FY 2025-26 is annexed hereto marked as "Annexure D" 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 Act.

Internal Auditor

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.

The Board of Directors of the Company appointed M/s. R. D. Nagvekar & Co. to conduct Internal Audit of the Company for the period under review. The Internal Auditor has conducted audit of FY 2025-26 and submitted report thereof to the management of the Company.

Internal Audit Report

The Internal Auditor's Report does not contain any qualification, reservation or adverse remark requiring any explanations / comments by the Board of Directors.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors of the Company have reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Act including rules made thereunder.

MAINTENANCE OF COST RECORDS

The maintenance of cost accounts and records as prescribed under section 148(1) of the Act is not applicable to the Company.

INTERNAL FINANCIAL CONTROLS

Risk is an inherent aspect of a dynamic business environment. The Risk Management Policy helps the management and Board of Directors to put in place an effective framework for taking informed decisions about the internal and external risks of the Company. To minimize the adverse consequence of risks on business objectives, the Company has framed this Risk Management Policy (" Policy/RMP "). The Policy provides a route map for risk management, mitigation measures and guidance from the Risk Management Committee and the Board of Directors.

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 observations 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

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://www.llovdsenterprises.in/ index.php/corporate-policies/ .

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

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. 35 to the Audited Standalone Financial Statements of the Company which form a part of this Annual Report.

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

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required under Section 197 of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel to the median of employees' remuneration have been appended as an "Annexure F" to this Annual Report.

The statement containing particulars of employee remuneration as required under provisions of Section 197(12) of the Act and Rule 5(2) and 5(3) of the Rules, forms part of this Report. In terms of Section 136(1) of the Act, the Annual Report is being sent to the Shareholders, excluding the aforesaid statement. The statement is open for inspection upon request by the Shareholders, and any Shareholder desirous of obtaining the same may write to the Company at llovdsenterprises@llovds.in .

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 OF ICSI

In terms of Section 118(10) of the Act, the Company states that the applicable Secretarial Standard 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.

DEPOSITS

During the year under review, the 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 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 Act 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

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has laid down a Prevention of Sexual Harassment (POSH) Policy and has constituted Internal Complaints Committees (ICs). The ICs includes external members with relevant experience. Your Company has zero tolerance on sexual harassment at the workplace. The employees are required to undergo a mandatory training/ certification on POSH to sensitise themselves and strengthen their awareness.

Number of complaints received and resolved in relation to Sexual Harassment of Women at Workplace (Prevention, Protection, and Redressal) Act, 2013: during the year under review and their breakup is as under:

MATERNITY BENEFIT ACT, 1961

The Company is committed to providing a safe, inclusive and supportive work environment for all employees, including women employees. The Company complies with the provisions of the Maternity Benefit Act, 1961 and the rules framed thereunder, as amended from time to time. All eligible female employees are provided maternity benefits in accordance with the statutory requirements, including paid leave, and other related entitlements. The Company remains committed to creating a supportive and inclusive work environment for its women employees and ensures strict adherence to all applicable labour laws, including the Maternity Benefit Act.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Act read with the Rule 8 (3) of the Companies (Accounts) Rules, 2014, is furnished as "Annexure G" , forming part of this Report.

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 & Rule 12 of the Companies (Management and Administration) Rules, 2014 are placed on the website of the Company and is accessible on the website of the Company

i.e. https://www.llovdsenterprises.in/ .

LISTING FEES

The listing fees payable for the FY 2025-26 has been duly paid to BSE Limited and National Stock Exchange of India Limited.

CYBER SECURITY

In view of increased cyberattack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in-line with the threat scenarios. The Company's technology environment is enabled with real time security monitoring with requisite controls at various layers starting from end user machines to network, application and the data.

During the year under review, your Company did not face any incidents or breaches or loss of data breach in cyber security.

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/Indirect 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.

GENERAL DISCLOSURE

During the FY under review:

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

b) The Company has not failed to implement any corporate action, except for the Rights Issue corporate action due to technical/reconciliation issues. Necessary steps has been taken by the Company, the Registrar and Share Transfer Agent, and the Depositories to resolve the issue and complete the implementation of the corporate action.

c) 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.

d) There was no revision of financial statements and Board's Report of the Company.

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

f) The Managing Director of the Company has not received any remuneration or commission from any of its Subsidiaries or Associates.

g) 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 FY is not applicable.

h) 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.

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

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

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

l) There was no delay, in holding AGM.

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

n) The financial statements of the Company and its subsidiaries are placed on the Company's website https://www.llovdsenterDrises.in/ .

o) The Cash Flow Statement for the FY 2025-26 is attached to the Balance Sheet which forms part of this Annual Report.

p) During the year, the Company had not made any onetime settlement with banks or financial institutions.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation and gratitude for the assistance and generous support extended by all Government authorities, Stock exchange, Depositories, Financial Institutions, Banks, Customers and Vendors during the year under review. We would also like to thank our members for their continued trust and investment in the Company. We also wish to express immense appreciation for the devotion, commitment and contribution shown by the employees of the Company while discharging their duties.