LLOYDS Engineering Works : DLOF (Draft Offer Document filed with SEBI)

Draft Letter of Offer

Dated: August 11, 2023

For Eligible Equity Shareholders only

LLOYDS ENGINEERING WORKS LIMITED

(Formerly known as "Lloyds Steels Industries Limited")

Our Company was incorporated as "Climan Properties Private Limited" on September 19, 1994, as a private limited Company under the Companies Act, 1956, and was granted the Certificate of Incorporation by the Registrar of Companies, Mumbai. Subsequently, our Company was converted into a Public Limited Company and the name of our Company was changed to "Climan Properties Limited" on April 17, 2000, vide a fresh certificate of incorporation issued by the Registrar of Companies, Mumbai. Thereafter, the name of our Company was changed from "Climan Properties Limited" to "Encon Technologies Limited" pursuant to a fresh Certificate of Incorporation dated April 19, 2000. Subsequently, the name of our Company was changed to "Lloyds Encon Technologies (I) Limited" on May 31, 2011, vide a fresh certificate of incorporation issued by the Registrar of Companies, Mumbai. The name of our Company was changed to " Lloyds Steels Industries Limited" on May 04, 2013, vide a fresh Certificate of Incorporation issued by the Registrar of Companies, Mumbai.

Pursuant to a scheme of arrangement ("Scheme") between Uttam Value Steels Limited ("UVSL") and Lloyds Steels Industries Limited, the engineering division of UVSL was demerged from UVSL into Lloyds Steels Industries Limited, by the Hon'ble High Court of Judicature at Bombay vide its order dated October 30, 2015 and speaking to minutes of the order dated November 30, 2015. Subsequent to the sanction of the Scheme, Lloyds Steels Industries Limited was listed on BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") on July 18, 2016. Thereafter, the name of our Company was changed from "Lloyds Steels Industries Limited" to "Lloyds Engineering Works Limited" vide a fresh Certificate of Incorporation dated July 25, 2023 issued by the Registrar of Companies, Mumbai.

Registered Office: Plot No. A-5/5, MIDC Industrial Area, Murbad, Thane 421 401

Corporate Office: A-2, Madhu Estate, 2nd Floor, Pandurang Budhkar Marg, Lower Parel, Mumbai 400 013

Contact person: Rahima Shaikh

Telephone: [phone] | E-mailid: [e-mail] | Website: www.lloydsengg.in

Corporate Identity Number: L28900MH1994PLC081235

PROMOTERS OF OUR COMPANY: MUKESH R. GUPTA, RAJESH R. GUPTA, ABHA M. GUPTA, RENU R. GUPTA, SHREE GLOBAL TRADEFIN LIMITED, LATE

CHITRALEKHA R. GUPTA# AND RAGINI TRADING & INVESTMENTS LIMITED*

#Chitralekha R. Gupta`s shareholding of 22,172 Equity Shares is under pledge, Hence, the shareholding pattern still reflects her name posthumously.

*96,86,386 (0.90%) Equity Shares are held in the name of Ragini Trading & Investments Limited which merged with Shree Global Tradefin Limited vide the Scheme of Arrangement which was approved by the Hon'bleHigh Court Bombay vide their order dated March 09, 2012; as on the date of this Draft Letter of Offer, the said Equity Shares are pledged. Hence, the shareholding pattern still reflects the name of Ragini Trading & Investments Limited.

FOR PRIVATE CIRCULATION TO THE ELIGIBLE EQUITY SHAREHOLDERS OF LLOYDS ENGINEERING WORKS LIMITED (FORMERLY KNOWN AS "LLOYDS STEELS INDUSTRIES LIMITED") (OUR "COMPANY" OR THE "ISSUER" ONLY)

NEITHER OUR COMPANY NOR ANY OF OUR PROMOTERS OR ANY OF OUR DIRECTORS HAVE BEEN DECLARED AS WILFUL DEFAULTERS OR FRAUDULENTBORROWERS BY THE RBI OR ANY OTHER GOVERNMENT AUTHORITY

ISSUE OF UP TO [●] FULLY PAID UP EQUITY SHARES OF FACE VALUE OF ₹1 EACH OF OUR COMPANY (THE "EQUITY SHARES") FOR CASH AT A PRICE OF ₹[●] PER EQUITY SHARE (INCLUDING A PREMIUM OF ₹[●] PER EQUITY SHARE) AGGREGATING UP TO ₹9,836.83 LAKHS# ON A RIGHTS BASIS TO THE ELIGIBLE EQUITY SHAREHOLDERS OF OUR COMPANY IN THE RATIO OF [●] EQUITY SHARE FOR EVERY [●] FULLY PAID-UP EQUITY SHARES HELD BY THE ELIGIBLE EQUITY SHAREHOLDERS ON THE RECORD DATE, THAT IS [●] (THE "ISSUE"). FOR FURTHER DETAILS, PLEASE REFER TO "TERMS OF THE ISSUE" BEGINNING

ON PAGE 192 OF THIS DRAFT LETTER OF OFFER.

#Assuming full subscription.

GENERAL RISKS

Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in the Issue unless they can afford to take the risk with such investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Issue. For taking an investment decision, investors shall rely on their own examination of our Company and the Issue including the risks involved. The securities being offered in the Issue have not been recommended or approved by the Securities and Exchange Board of India ("SEBI") nor does SEBI guarantee the accuracy or adequacy of this Draft Letter of Offer. Specific attention of the investors is invited to "Risk Factors" beginning on page 21 of this Draft Letter of Offer before making an investment in this Issue.

ISSUER'S ABSOLUTE RESPONSIBILITY

Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Letter of Offer contains all information with regard to our Company and the Issue, which is material in the context of the Issue, and that the information contained in this Draft Letter of Offer is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Draft Letter of Offer as a whole or any such information or the expression of any such opinions or intentions misleading in any material respect.

LISTING

The existing Equity Shares are listed on BSE and NSE (together, the "Stock Exchanges"). Our Company has received 'in-principle' approvals from the BSE and NSE for listing the Rights Equity Shares to be allotted pursuant to this Issue vide letters dated [●] and [●] respectively. Our Company will also make applications to the Stock Exchanges to obtain their trading approvals for the Rights Entitlements as required under the SEBI circular bearing reference number SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22, 2020. For the purpose of this Issue, the Designated Stock Exchange is BSE.

LEAD MANAGERS TO THE ISSUE

REGISTRAR TO THE ISSUE

Mark Corporate Advisors Private Limited	Pioneer Investcorp Limited	Bigshare Services Private Limited
404/1, The Summit Business Bay,	1218, 12th Floor,	Office No S6-2, 6th Floor,
Sant Janabai Road (Service Lane),	Maker Chambers V,	Pinnacle Business Park,
Off Western Express Highway, Vile Parle (East),	Nariman Point, Mumbai 400 021	Next to Ahura Centre,
Mumbai 400 057	CIN: L65990MH1984PLC031909	Mahakali Caves Road,
CIN: U67190MH2008PTC181996	Tel: [phone]	Andheri (East) Mumbai 400 093
Telephone: [phone]	E-mail:[e-mail]	CIN: U99999MH1994PTC076534
E-mail:[e-mail]	Investor grievance e-mail:[e-mail]	Telephone: [phone]
Investor grievance e-mail id:	Contact Person: Varun Jain	Email:[e-mail]
[e-mail]	Website:https://pinc.co.in/	Investor grievance e-mail:[e-mail]
Contact person: Niraj Kothari	SEBI registration no.: INM000002988	Contact Person: Mohan D
Website:www.markcorporateadvisors.com		Website:www.bigshareonline.com
SEBI registration number: INM000012128		SEBI registration no.: INR000001385
	ISSUE PROGRAMME
ISSUE OPENS ON	LAST DATE FOR ON MARKET RENUNCIATIONS*	ISSUE CLOSES ON#
[●]	[●]	[●]

*Eligible Equity Shareholders are requested to ensure that renunciation through off-market transfer is completed in such a manner that the Rights Entitlements are credited to the demat account of the Renouncee(s) on or prior to the Issue Closing Date.

#Our Board or a duly authorized committee thereof will have the right to extend the Issue Period as it may determine from time to time but not exceeding 30 (thirty) days from the Issue Opening Date (inclusive of the Issue Opening Date). Further, no withdrawal of Application shall be permitted by any Applicant after the Issue Closing Date.

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TABLE OF CONTENTS
SECTION I - GENERAL	1
DEFINITIONS AND ABBREVIATIONS	1
NOTICE TO INVESTORS	10
PRESENTATION OF FINANCIAL AND OTHER INFORMATION	12
FORWARD LOOKING STATEMENTS	15
SUMMARY OF DRAFT LETTER OF OFFER	17
SECTION II - RISK FACTORS	21
SECTION III - INTRODUCTION	36
THE ISSUE	36
GENERAL INFORMATION	38
CAPITAL STRUCTURE	45
OBJECTS OF THE ISSUE	47
STATEMENT OF SPECIAL TAX BENEFITS	52
SECTION IV - ABOUT THE COMPANY	55
INDUSTRY OVERVIEW	55
OUR BUSINESS	64
OUR MANAGEMENT	77
OUR PROMOTERS	87
DIVIDEND POLICY	90
SECTION V - FINANCIAL INFORMATION	91
RESTATED FINANCIAL STATEMENTS	91
UNAUDITED INTERIM FINANCIAL INFORMATION	151
STATEMENT OF CAPITALISATION	156
OTHER FINANCIAL INFORMATION	157
FINANCIAL INDEBTEDNESS	159
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF
OPERATIONS	160
MARKET PRICE INFORMATION	175
SECTION VI - LEGAL AND OTHER INFORMATION	177
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS	177
GOVERNMENT AND OTHER STATUTORY APPROVALS	184
OTHER REGULATORY AND STATUTORY DISCLOSURES	185
SECTION VII - ISSUE INFORMATION	192
TERMS OF THE ISSUE	192
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES	227
SECTION VIII - STATUTORY AND OTHER INFORMATION	228
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION	228
DECLARATION	229

SECTION I - GENERAL

DEFINITIONS AND ABBREVIATIONS

This Draft Letter of Offer uses the definitions and abbreviations set forth below, which you should consider when reading the information contained herein. The following list of certain capitalised terms used in this Draft Letter of Offer is intended for the convenience of the reader/ prospective investor only and is not exhaustive.

References to any legislation, act, regulation, rules, guidelines or policies shall be to such legislation, act, regulation, rules, guidelines or policies as amended, supplemented, or re-enacted from time to time and any reference to a statutory provision shall include any subordinate legislation made from time to time under that provision.

The words and expressions used in this Draft Letter of Offer but not defined herein, shall have, to the extent applicable, the meaning ascribed to such terms under the Companies Act, 2013, the SEBI ICDR Regulations, SEBI Listing Regulations, the SCRA, the Depositories Act or the rules and regulations made thereunder. Notwithstanding the foregoing, terms used in "Statement of Special Tax Benefits" and "Financial Information" beginning on pages 52 and 91 respectively of this Draft Letter of Offer, shall have the meaning given to such terms in such sections.

Company Related Terms

Term	Description
Articles of Association or	The articles of association of our Company, as amended from time to time
Articles
Auditors or Statutory Auditors	The current statutory auditors of our Company, namely, S Y Lodha and
	Associates, Chartered Accountants
Audit Committee	Audit committee of our Board, as described in "Our Management" beginning
	on page 77 of this Draft Letter of Offer
Audited Financial Statements/	The audited financial statements of our Company for the year ended March
Annual Financial Statements	31, 2023, March 31, 2022 and March 31, 2021 which comprises the balance
	sheet as at March 31, 2023, March 31, 2022 and March 31, 2021, the statement
	of profit and loss, including other comprehensive income, the statement of
	Changes in Equity, the statement of cash flows for the year then ended, and
	notes to the financial statements, including a summary of significant
	accounting policies and other explanatory information.
Board/ Board of Directors/	The board of directors of our Company or a duly constituted committee
Directors	thereof, as appointed from time to time
Company/ our Company/ the	Lloyds Engineering Works Limited (formerly known as "Lloyds Steels
Issuer/ We	Industries Limited") incorporated under the erstwhile Companies Act 1956,
	with its Registered Office at Plot number A-5/5, MIDC Industrial Area,
	Murbad, Thane 421 401
Corporate Office	A-2, Madhu Estate, 2nd Floor, Pandurang Budhkar Marg, Lower Parel,
	Mumbai 400 013
Corporate Social	Corporate Social Responsibility Committee of our Board, as described in "Our
Responsibility Committee	Management" beginning on page 77 of this Draft Letter of Offer
Equity Shareholders	Holders of Equity Share(s), from time to time
Equity Shares	Equity shares of face value of ₹1 each of our Company
Executive Director(s)	Whole-time Directors/ Executive Directors on our Board
Independent Director	Independent Directors on the Board, who are eligible to be appointed as
	Independent Directors under the provisions of the Companies Act, 2013 and
	the SEBI Listing Regulations. For details of the Independent Directors, please
	refer to "Our Management" beginning on page 77 of this Draft Letter of Offer.
Key Managerial Personnel	The key managerial personnel of our Company as per the definition provided
	in Regulation 2(1) (bb) of the SEBI ICDR Regulations
Materiality Policy	A policy adopted by our Company for identification of material litigation(s) for
	the purpose of disclosure of the same in this Draft Letter of Offer.
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Term	Description
Memorandum of Association/	The Memorandum of Association of our Company, as amended from time to
MoA	time
Nomination and Remuneration	The Nomination and Remuneration Committee of our Board, as described in
Committee	"Our Management" beginning on page 77 of this Draft Letter of Offer
Non-Executive Director(s)	The Non-executive Director(s) on the Board.
Promoters	The promoters of our Company are Mukesh R. Gupta, Rajesh R. Gupta, Abha
	M. Gupta, Renu R. Gupta, Shree Global Tradefin Limited, Late Chitralekha
	R. Gupta# and Ragini Trading & Investments Limited*
	#Chitralekha R. Gupta's shareholding of 22,172 Equity Shares is under pledge, Hence, the
	shareholding pattern still reflects her name posthumously.
	*96,86,386 (0.90%) Equity Shares are held in the name of Ragini Trading & Investments Limited
	which merged with Shree Global Tradefin Limited vide the Scheme of Arrangement which was
	approved by the Hon'ble High Court of Bombay vide their order dated March 09, 2012; as on the
	date of this Draft Letter of Offer, the said Equity Shares are pledged. Hence, the shareholding
	pattern still reflects the name of Ragini Trading & Investments Limited.
Promoter Group	The promoter group of our Company as determined in terms of Regulation
	2(1)(pp) of the SEBI ICDR Regulations, namely Lloyds Metals and Minerals
	Trading LLP, and Aeon Trading LLP.
Registered Office	Plot No. A-5/5, MIDC Industrial Area, Murbad, Thane 421 401
Registrar of Companies/ RoC	The Registrar of Companies, Mumbai situated at 100, Everest, Marine Drive,
	Mumbai 400 002
Rights Issue Committee	The committee of our Board constituted for purposes of the Issue and
	incidental matters thereof.
Senior Management Personnel	Senior management personnel of our Company determined in accordance with
	Regulation 2(1) (bbbb) of the SEBI ICDR Regulations and as described in
	"Our Management" beginning on page 77 of this Draft Letter of Offer
Unaudited Interim Financial	The limited reviewed standalone unaudited financial results for the three
Information	months periods ended June 30, 2023 prepared in accordance with the
	Companies Act and SEBI Listing Regulations. For details, see "Financial
	Information" on page 91 of this Draft Letter of Offer.
Stakeholders' Relationship	The stakeholders' relationship committee of our Board as described in "Our
Committee	Management" beginning on page 77 of this Draft Letter of Offer
Issue Related Terms
Term	Description
Abridged Letter of Offer/	Abridged letter of offer to be sent to the Eligible Equity Shareholders with
ALOF	respect to the Issue in accordance with the provisions of the SEBI ICDR
	Regulations and the Companies Act, 2013.
Additional Rights Equity	The Rights Equity Shares applied or allotted under this Issue in addition to the
Shares	Rights Entitlement
Allotment/ Allot/	Allotment of Rights Equity Shares pursuant to the Issue
Allotted
Allotment Account(s)	The account(s) to be opened with the Banker(s) to this Issue, into which the
	amounts blocked by Application Supported by Blocked Amount in the ASBA
	Account, with respect to successful Applicants will be transferred on the
	Transfer Date in accordance with Section 40(3) of the Companies Act, 2013
Allotment Account Bank(s)	Bank(s) which are clearing members and registered with SEBI as bankers to an
	issue and with whom the Allotment Accounts will be opened, in this case
	being, [●]
Allotment Advice	The note or advice or intimation of Allotment, sent to each successful Investor
	who has been or is to be Allotted the Rights Equity Shares after approval of
	the Basis of Allotment by the Designated Stock Exchange
Allotment Date / Date of	Date on which the Allotment is made pursuant to this Issue
Allotment
Allottee(s)	Person(s) to whom the Rights Equity Shares are Allotted pursuant to the Issue

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