Lloyds Metals and Energy Limited

Report on the Audit of the Standalone Financial StatementsOpinion

We have audited the accompanying Standalone Financial Statements of Lloyds Metals and Energy

Limited ("the Company”), which comprise the Balance Sheet as at 31^st March, 2026, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year ended on 31^st March, 2026, and a summary of the significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Financial Statements give the information required by the Companies Act, 2013 ("the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31^st March, 2026, the profit and loss total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor's Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the Standalone Financial Statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Standalone Financial Statements of the current period. These matters were addressed in the context of our audit of the Standalone Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

1. Capitalization of Property, Plant and Equipment

(Refer Note No. 4 of the standalone financial statements)

Given the company is in an expansion phase, the recognition and measurement of Property, plant and equipment are pivotal to the financial statements as it is crucial to support the growth strategy. These assets are capitalized once the assets are ready for use as intended by the management and are initially recorded at cost directly attributable for bringing the asset into its intended use. Subsequently, they are measured at cost less accumulated depreciation and impairment loss, if any. As a result, the aforesaid matter was determined to be a key audit matter.

How the matter was addressed in our audit:

Our audit procedures to assess the accounting for Property, Plant and Equipment (PPE) included the following.

1. Assessing the company's policies and procedure for the initial recognition and measurement of PPE to ensure compliance with IND AS 16 ‘Property, Plant and Equipment'.

2. Conducting detailed testing to verify the accuracy of PPE measurements. This included reviewing supporting documentation for verification of cost of acquisition or construction and ownership of PPE.

3. Assessing the appropriateness of depreciation methods and the reasonableness of useful lives applied to PPE.

4. Reviewing the disclosure requirements related to PPE in the financial statements, including accounting policies, depreciation methods and significant assumptions.

5. Assessing the requirement of impairment.

2. Capital Work- in-Progress

(Refer Note No. 4a of the standalone financial statements)

In the expansion phase, the company has made substantial investment in Capital work-in-progress (CWIP), which comprises projects currently under construction. The company has invested ^ 6,846.08 Crore during F.Y. 2025-26 which compared to last year was ^ 3345.10 Crore as per standalone financial statements for F.Y. 2024-25. Given the substantial magnitude and strategic importance of these CWIP investments, there are inherent challenges related to accurate recognition, measurement and disclosure of these assets in the financial statements.

How the matter was addressed in our audit:

Our audit procedures to assess the accounting for CWIP included the following.

1. Evaluation of the completeness and accuracy of the project cost capitalized as CWIP. This includes reviewing invoices, contracts, and other supporting documentation.

2. Ensuring the cost capitalized meets the recognition criteria as per IND AS 16 ‘Property, Plant and Equipment'.

3. Evaluation of effectiveness of internal controls over capitalization of project costs.

4. Reviewing the disclosure requirements for CWIP in the financial statements.

3. Guarantees Issued to Group Companies

(Refer Note No. 40 of Standalone Financial Statements)

During the financial year ended March 31, 2026, Lloyds Metals and Energy Limited (the Company) has provided financial guarantees to various banks and financial institutions to secure credit facilities for its related parties.

As of the balance sheet date, the total exposure under these financial guarantees is material to the financial statements. This includes significant individual exposures as follows:

How the matter was addressed in our audit:

Our audit procedures to assess the accounting for Financial Guarantees included the following:

1. Review contractual agreements: Obtained and reviewed the agreements and contracts that outline the terms and conditions of the guarantees issued by the company.

2. Assess the nature of the guarantee: Determine if the guarantee is a corporate guarantee, a performance guarantee, or a related party guarantee since different types may require different accounting treatment and disclosure.

3. Ensuring the treatment for recognition criteria is as per IND AS 109 ‘Financial Instruments'.

4. Reviewing the disclosure requirements for Financial Guarantee in the financial statements in accordance with Ind As 37.

4. Issuance of Non-Convertible Debentures (NCDs)

During the financial year 2025-26, the Company issued and allotted secured Non-Convertible Debentures (NCDs) totaling ^ 600 Crores at a face value of ^ 1,00,000 per debenture.

The issuance was approved by the Committee of the Board of Directors on January 23, 2026.

The offering, subscription, and allotment were completed within a condensed timeline.

How the matter was addressed in our audit:

1. Verified the approval of the Board of Directors and relevant committees, including review of resolutions passed for issuance of NCDs.

2. Examined the offer letters, placement memoranda, and debenture trust deed to understand the terms and conditions of the issuance.

3. Verified the receipt of funds against the issuance of NCDs through bank statements and other supporting documents.

4. We reviewed the financial statements to ensure they are appropriately disclosed, providing sufficient information for users to understand the transaction and its financial impact.

5. We have taken and reviewed Key Information Document and General Information document relating to NCD.

6. Obtained and verified the ISIN activation letters issued by depositories (CDSL/NSDL) to ensure that the Non-Convertible Debentures issued by the Company were duly admitted in dematerialised form.

7. Verified that the Company has filed the Return of Allotment (Form PAS-3) with the Registrar of Companies (ROC) within the prescribed timelines and examined the details filed therein with respect to the Non-Convertible Debentures issued during the year.

5. Conversion of Convertible Warrants into Equity Shares

During the financial year 2025-26, the Company completed the conversion of Convertible Warrants, which were issued in previous financial years (specifically allotments made on September 18, 2024, and September 25, 2024), into fully paid-up equity shares of face value ^ 1 each. This conversion was executed following the receipt of the balance 75% of the issue price (^ 555 per warrant) from the warrant holders, in accordance with the terms of the Private Placement Offer Cum Application Letter (Form PAS-4) and the provisions of Section

42 and 62 of the Companies Act, 2013. The conversion resulted in a significant increase in the Paid-up Equity Share Capital of ^ 3.68 Crores and Securities Premium Account of ^ 2,719.15 Crores of the Company.

How the matter was addressed in our audit:

1. We inspected the minutes of the meetings of the Board of Directors and the Stakeholders Relationship Committee to verify the formal approval for the allotment of equity shares upon the exercise of warrants.

2. We cross-referenced the conversion terms with the original Private Placement Offer Cum Application Letter (Form PAS-4) and the shareholder resolutions passed in the previous years to ensure the conversion price and ratio were applied correctly.

3. We inspected the Form PAS-3 (Return of Allotment) filed with the Registrar of Companies to ensure that the allotment was reported within the statutory timelines.

4. We evaluated the accounting treatment under Ind AS 32 (Financial Instruments: Presentation), ensuring the "Warrant Subscription Money" was appropriately reclassified to "Equity" upon the exercise of the option.

5. We reviewed the adequacy and accuracy of the disclosures made in the Notes to Accounts, specifically regarding the movement in share capital and the impact on the Diluted Earnings Per Share (EPS) as per Ind AS 33.

6. We performed a verification of bank statements to confirm the timely receipt of the balance amount from the warrant holders before the allotment of shares.

6. Acquisition of Thriveni Earthmovers and Infra Private Limited (TEIPL) by the Company

During the financial year 2025-2026, Lloyds Metals & Energy Ltd. (LMEL) completed the acquisition of 70 crore equity shares of Thriveni Earthmovers and Infra Private Limited (TEIPL), representing 79.82% of the total issued, subscribed, and paid-up share capital of TEIPL. The acquisition was

completed for a total consideration of ^ 70 crore. As a result of this transaction, goodwill amounting to ^ 1,166.16 crore has been recognised in the financial statements.

How the matter was addressed in our audit:

1. We examined the Board approval dated 18^th December, 2024, along with the corresponding Board Resolutions and the Share Purchase Agreement, to verify the formal terms and conditions of the acquisition. Our review focused on confirming the purchase consideration and the specific date of obtaining control. Additionally, we verified that the Company obtained the requisite shareholders' approval dated January 17, 2025, ensuring that the transaction was executed in full compliance with the statutory provisions of the Companies Act and relevant regulatory frameworks..

2. We evaluated the independent valuation report commissioned by the management to determine the fair value of the assets acquired and liabilities assumed.

3. We have verified the payment of the Purchase consideration through inspection of bank statements and other supporting documents.

4. We reviewed the disclosures in the financial statements related to the purchase of shares to ensure they are complete and accurate, providing sufficient information for users to understand the transaction and its financial impact.

5. During the year, Lloyds Metals and Energy Limited acquired 79.82% equity stake in Thriveni Earthmovers and Infra Private Limited (TEIPL), resulting in the entity becoming a subsidiary of the Group. Consequently, the remaining 20.18% equity interest held by other shareholders has been recognised as Non-Controlling Interest (“NCI”) in the consolidated financial statements on the date of acquisition. As on 31^st March 2026 issued holding percentage diluted from 79.82% to 75.62% due to further issue of equity share to outsider by TEIPL.

Information Other than the Standalone Financial Statements and Auditor's Report Thereon

The Board of Directors of the Company is responsible for the preparation of other information. The other information comprise the information included in the Management Discussion and Analysis, Board's Report including Annexures to Board's Report, Business Responsibility & Sustainability Report Corporate Governance and Shareholder’s Information but does not include the Standalone Financial Statements and our auditor’s report thereon.

Our opinion on the Standalone Financial Statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the Standalone Financial Statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Management's Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these Standalone Financial Statements that give a true and fair view of the financial position, financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified under section 133 of the Act. This responsibility also includes 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 frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant

to the preparation and presentation of the financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Standalone Financial Statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company's financial reporting process.

Auditor's Responsibility

Our objectives are to obtain reasonable assurance about whether the Standalone Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Standalone Financial Statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the Standalone Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls

system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the Standalone Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the Standalone Financial Statements, including the disclosures, and whether the Standalone Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the Standalone Financial Statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Standalone Financial Statements may be influenced. We consider quantitative materiality and qualitative factors (i) in planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the Standalone Financial Statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to

bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Standalone Financial Statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by section 143(3) of the Act, we

report that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.

b. In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c. The Company has no branch office and hence the company is not required to conduct audit under section 143 (8) of the Act;

d. The Balance Sheet, the Statement of Profit and Loss including other comprehensive income, the Cash flow statement and statement of changes in equity dealt with by this Report are in agreement with the books of account and returns (as per sub section 143(3));

e. I n our opinion, the aforesaid Standalone Financial Statements comply with the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act.

f. During our audit we did not come across any financial transaction or matters which might have an adverse effect on the functioning of the company.

g. On the basis of the written representations received from the directors as on 31^st March, 2026 taken on record by the Board of Directors, none of the directors is disqualified as on 31^st March, 2026 from being appointed as a director in terms of Section 164 (2) of the Act;

h. We do not have any qualification, reservation or adverse remark relating to the maintenance of accounts and other matters connected therewith.

i. In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

j. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure A.” Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company's Internal Financial Controls over financial Reporting;

k. With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us (As amended):

i. The Company has disclosed the impact of pending litigations on its financial position in Note 40 of the Standalone Financial Statements.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. During the year, no amounts were required to be transferred to the Investor Education and Protection Fund by the Company. So, the question of delay in transferring such sums does not arise.

iv. a. The management has represented that, to the best of its knowledge and belief, other than as disclosed in the notes to accounts to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entities ("Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

b. The management has represented that, to the best of its knowledge and belief, no funds have been received by the Company from any person or entity, including foreign entities ("Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

c. Based on such audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under subclause (a) and (b) contain any material misstatement; and

v. a. The company has paid dividend

during the year in accordance with Section 123 of the Act

b. As stated in Note No. 52 of the standalone financial statements, the Board of Directors of the company has proposed final dividend for the year which is subject to approval of the members in the ensuing Annual General Meeting. The amount of dividend declared is in accordance with section 123 of the Act to the extent it applies to declaration of dividend.

vi. Based on our examination, the Company hasusedaccountingsoftwareformaintainingtsoooks ofaccountforthefinancialyearendedMarch312026 whichhasafeatureofrecordingaudittrail(editlog) faci litya ndthesamehasoperatedth roug houttheyea r forallrelevanttransactionsrecordedinthesoftware. Further/duringthecourseofourauditwedidnotcome a c rossa nyi nsta n ceoft heaudittrailfeaturebeing tampered with.

2. As required by the Companies (Auditor's Report) Order, 2020 ("the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act 2013, we give in the ‘Annexure B', a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extend applicable.

For Todarwal & Todarwal LLP

Chartered Accountants

ICAI Firm Reg. no.: 111009W/ W100231

Sd/-

Sunil Todarwal

Partner

M. No.: 032512

UDIN: UDIN: 26032512KJKFKC1481

Date: 5^th May, 2026 Place: Mumbai