LLOYDS ENGINEERING WORKS LIMITED — Proxy Solicitation & Information Statement 2021

Oct 29, 2021

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LLOYDS STEELS INDUSTRIES LIMITED

Corporate Office : A-2, Madhu Estate, 2[nd] Floor, Pandurang Budhkar Marg, Lower Parel (W), Mumbai 400 013. Tel: 91-22-6291 8111 email : infoengg@lloyds.in, website: www.lloydsengg.in CIN : L28900MH1994PLC081235

MP/LSIL/ BSEL-NSEL/2021/83

29.10.2021

The Department of Corporate Services, BSE Limited 27th Floor, P.J. Towers, Dalal Street, Mumbai - 400 001	The National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex, Bandra (East), Mumbai - 400 051
Scrip Code : 539992	Symbol: LSIL

Dear Sir/Madam,

Sub: Addendum to the Notice of Extraordinary General Meeting (EGM) of Lloyds Steels Industries Limited.

This is with reference to our earlier submission of Notice dated 14[th] October 2021 for convening the Extraordinary General Meeting (‘EGM’) of the members of the company Scheduled to be held on Friday,12th November 2021 at 11.30 a.m., through Video Conferencing/ Other Audio Video Means. The EGM notice has been already dispatched to the shareholders of the Company in due compliance with the provisions of the Companies Act, 2013 read with the Rules made thereunder (“the Act").

Subsequent to the issuance of the EGM Notice, the Board of the Directors of the Company at their meeting held on 28th October, 2021 have considered and approved the allotment to “Aeon Trading LLP” as one of the allottees instead of “Plutus Trade and Commodities LLP” from the list of the Proposed Allottees for Item No. 6- Preferential Issue of Convertible Warrants and its Explanatory Statement pursuant to Section 102 (1) of the Companies Act, 2013 contained in the EGM Notice. Accordingly, this addendum is being issued to the shareholders of the Company. This Addendum shall form an integral part of and should be read in conjunction with the Notice of EGM dated 14th October, 2021.

The Addendum to the Notice of the Extraordinary General Meeting of the Company is attached herewith, the same is also available on the website of the Company i.e www.lloydsengg.in.

The schedule of the EGM is set out below as intimated earlier also:

Event	Date	Time
Cut-off date to vote on EGM resolutions	5thNovember ,2021	N.A.
Commencement of e-voting	8thNovember,2021	09:00 AM IST
End of e-voting	11thNovember,2021	05:00 PM IST
EGM	12thNovember,2021	11:30 AM IST

Registered Office : Plot No. A-5/5, MIDC Industrial Area, Murbad, Thane – 421 401 Works : Plot No.A-6/3, A-5/5 & A-5/4, MIDC Industrial Area, Murbad, Dist. Thane 421 401, Tel.(02524) 222271/9545654196

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We request you to kindly take a note of the above.

Thanking you,

Yours faithfully, For Lloyds Steels Industries Limited MEENAKSHI Digitally signed by MEENAKSHI ANKIT ANKIT PANSARI Date: 2021.10.29 PANSARI 10:37:42 +05'30'

Meenakshi A. Pansari Company Secretary

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LLOYDS STEELS INDUSTRIES LIMITED

Corporate Office : A-2, Madhu Estate, 2nd Floor, Pandurang Budhkar Marg, Lower Parel (W), Mumbai 400 013. Tel: 91-22-6291 8111 Email : infoengg@lloyds.in Website: www.lloydsengg.in CIN : L28900MH1994PLC081235

ADDENDUM TO THE NOTICE OF EXTRA ORDINARY GENERAL MEETING TO BE HELD ON FRIDAY, 12[TH] NOVEMBER, 2021

We draw attention of all the shareholders of Lloyds Steels Industries Limited (“the Company”) to the Notice dated 14[th] October, 2021 for convening the Extra Ordinary General Meeting of the Company (“EGM”) scheduled on Friday, 12[th] November, 2021 at 11.30 A.M. through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”). The EGM Notice has already been dispatched/ emailed to all the shareholders of the Company on 20[th ] October, 2021 in due compliance with the provisions of the Companies Act, 2013 read with relevant rules thereunder.

Shareholders are aware that the Company is offering remote e-voting facility to its shareholders on all the resolutions proposed to be transacted at the EGM. However, to enable the Shareholders to exercise their voting rights through remote e-voting facility or at the EGM through VC/ OAVM on an informed basis, the Company deems it appropriate to bring the latest factual position, as mentioned below to the notice of the Shareholders of the Company through this addendum to the EGM Notice (“Addendum”).

Subsequent to the issuance of the EGM Notice, the Board of the Directors of the Company at their meeting held on 28[th] October, 2021 have considered and approved the allotment to “Aeon Trading LLP” as one of the allottees instead of “Plutus Trade and Commodities LLP” from the list of the Proposed Allottees for Item No. 6- Preferential Issue of Convertible Warrants and its Explanatory Statement pursuant to Section 102 (1) of the Companies Act, 2013 contained in the EGM Notice. Accordingly, this addendum is being issued to the shareholders of the Company. This Addendum shall form an integral part of and should be read in conjunction with the Notice of EGM dated 14[th] October, 2021.

Below are the modifications:

1. Table under First paragraph of Resolution No. 6- Preferential Issue of Convertible Warrants should now be read as follows:

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Sr. Name of the Proposed Allottees No. of Convertible Warrants Name of the Ultimate Beneficiaries/ Owners
No. Promoter/ Promoter Group proposed to be allotted
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Sr. No.	Name of the Proposed Allottees	No. of Convertible Warrants proposed to be allotted	Name of the Ultimate Benefciaries/ Owners
	Promoter/ Promoter Group
1.	Lloyds Metals & Minerals Trading LLP	8,25,00,000	i. Mr. Ravi Agarwal ii. Mr. Shreekrishna Mukesh Gupta iii. Mr. Madhur Rajesh Gupta
2.	Aeon Trading LLP	8,25,00,000	i. Mr. Ravi Agarwal ii. Mr. Shreekrishna Mukesh Gupta iii. Mr. Madhur Rajesh Gupta
	Total	16,50,00,000

2. Point No. 1- List of Allottees for Preferential Allotment of Convertible Warrants under Item No. 6- Preferential Issue of Convertible Warrants of the Explanatory Statement should now be read as follows:

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Sr. Name of the Proposed Allottees No. of Convertible Warrants Name of the Ultimate Beneficiaries/ Owners
No. Promoter/ Promoter Group proposed to be allotted
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Sr. No.	Name of the Proposed Allottees	No. of Convertible Warrants proposed to be allotted	Name of the Ultimate Benefciaries/ Owners
	Promoter/ Promoter Group
1.	Lloyds Metals & Minerals Trading LLP	8,25,00,000	i. Mr. Ravi Agarwal ii. Mr. Shreekrishna Mukesh Gupta iii. Mr. Madhur Rajesh Gupta
2.	Aeon Trading LLP	8,25,00,000	i. Mr. Ravi Agarwal ii. Mr. Shreekrishna Mukesh Gupta iii. Mr. Madhur Rajesh Gupta
	Total	16,50,00,000

3. Point No. 6- The class or classes of persons to whom the allotment is proposed to be made under Item No. 6- Preferential Issue of Convertible Warrants of the Explanatory Statement should now be read as follows:

“The proposed preferential allotment of Convertible Warrants is made to Limited Liability Partnership (“LLP”) i.e. Lloyds Metals & Minerals Trading LLP and Aeon Trading LLP, part of the Promoter/ Promoter Group of the Company.”

4. Point No. 7- Intention of promoters, directors or key managerial personnel of the issuer to subscribe to the offer under Item No. 6- Preferential Issue of Convertible Warrants of the Explanatory Statement should now be read as follows:

Lloyds Metals & Minerals Trading LLP and Aeon Trading LLP part of the Promoter/ Promoter Group have conveyed to the Company in writing of their respective intention to subscribe to the proposed Preferential Issue of Convertible Warrants. None of the Directors and Key Managerial Personnel of the Company intend to subscribe to the offer being proposed under special resolution under Item No. 6 of the Notice for shareholders’ approval at this meeting.

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5. Point No. 12- Identity of the natural persons who are the ultimate beneficial owners of the shares proposed to be allotted and/or who ultimately control the proposed allottees, the percentage of post preferential issues that may be held by them and change in control if any in the issuer consequent to the preferential issues under Item No. 6- Preferential Issue of Convertible Warrants of the Explanatory Statement should now be read as follows:

Proposed Allottee	Ultimate Benefcial Owner	Pre Preferential Issue	Pre Preferential Issue	No. of Convertible Warrants	Post Preferential Issue (assuming full conversion of warrants)	Post Preferential Issue (assuming full conversion of warrants)
Promoter/ Promoter Group		No. of Equity Shares	%	proposed to be allotted	No. of Equity Shares	%
Lloyds Metals & Minerals Trading LLP	i. Mr. Ravi Agarwal ii. Mr. Shreekrishna Mukesh Gupta iii. Mr. Madhur Rajesh Gupta	Nil	N.A.	8,25,00,000	8,25,00,000	7.76%
Aeon Trading LLP	i. Mr. Ravi Agarwal ii. Mr. Shreekrishna Mukesh Gupta iii. Mr. Madhur Rajesh Gupta	Nil	N.A.	8,25,00,000	8,25,00,000	7.76%

Assumptions:

1. All Warrants offered pursuant to the aforesaid resolution have been fully subscribed and allotted.

2. The warrants are held by the aforesaid allottees at the time of exercise of the option and

3. The options are exercised by them in full.

6. Point No. 25- Contribution being made by the promoters or directors either as part of the offer or separately in furtherance of objects under Item No. 6- Preferential Issue of Convertible Warrants of the Explanatory Statement should now be read as follows:

Lloyds Metals & Minerals Trading LLP and Aeon Trading LLP, part of the Promoter/ Promoter Group of the Company intends to subscribe to the Offer aggregating to 16,50,00,000 Convertible Warrants.

7. Point No. 27- Interest of the Promoters/ Directors under Item No. 6- Preferential Issue of Convertible Warrants of the Explanatory Statement should now be read as follows:

Mr. Mukesh R. Gupta, the Promoter and Whole Time Director of the Company is the father of Mr. Shreekrishna Gupta (one of the Ultimate Beneficial Owner of Lloyds Metals & Minerals Trading LLP and Aeon Trading LLP, the Proposed Allottees for the Preferential Issue) and therefore and he and his relatives may be deemed to be concerned or interested in the Resolution under Item No. 6.

Mr. Rajesh R. Gupta, the Promoter of the Company is the brother of Mr. Mukesh R. Gupta, the Promoter and Whole Time Director of the Company and father of Mr. Madhur Rajesh Gupta (one of the Ultimate Beneficial Owner of Lloyds Metals & Minerals Trading LLP and Aeon Trading LLP, the Proposed Allottees for the Preferential Issue) and therefore he and his relatives may be deemed to be concerned or interested in the Resolution under Item No. 6.

Save and except the above none of the Director(s), Key Managerial Personnel and their relatives is, in any way, concerned or interested, financially or otherwise, in the above referred resolutions except to the extent of their shareholding.

On and from the date hereof, the EGM Notice dated 14[th] October, 2021 shall always be read in conjunction with this Addendum which is also being uploaded on the website of the Company at www.lloydsengg.in and on the website of Central Depository Services (India) Limited at www.evotingindia.com, Stock Exchanges (www.bseindia.com and www.connect2nse.com).

All other contents of the EGM Notice, save and except as amended / clarified by this Addendum, shall remain unchanged.

By Order of the Board of Directors For Lloyds Steels Industries Limited

Sd/-

Meenakshi A. Pansari Company Secretary ACS- 53927

Date: 28.10.2021 Place: Mumbai

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