Lloyds Metals and Energy : Open Offer

LETTER OF OFFER

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This Letter of Offer ("Letter of Offer"/"LoF") is being sent to you as an Equity Shareholder (as defined below) of Lloyds Metals and Energy Limited. If you require any clarification about the action to be taken, you may consult your stock broker or investment consultant or the Manager (as defined below)/Registrar to the Offer (as defined below). In case you have recently sold your Equity Shares (as defined below), please hand over the Letter of Offer and the accompanying Form of Acceptance-cum-Acknowledgement (as defined below) to the member of stock exchange through whom the said sale was effected.

OPEN OFFER ("OPEN OFFER")

BY

THRIVENI EARTHMOVERS PRIVATE LIMITED

A private limited company incorporated under the Companies Act, 1956

Regd. office: No. 22/110, Greenways Road, Fairlands, Salem, Tamil Nadu - 636016.

Corporate Identification Number: U60231TZ1999PTC008876

(Tel: [phone]; Fax: [phone]) (hereinafter referred to as the "Acquirer 1")

SKY UNITED LLP

A limited liability partnership incorporated under the Limited Liability Partnership Act, 2008

Regd. office: 35, Ashok Chembers, Broach Street, Devji Ratensey Marg, Majid Bunder Mumbai - 400009.

LLP Identification Number: (LLPIN)AAK-8304

(Tel: [phone])

(hereinafter referred to as the "Acquirer 2")

SHREE GLOBAL TRADEFIN LIMITED

A public listed company incorporated under the Companies Act, 1956

Regd. office: A2, 2nd Floor, Madhu Estate, Pandurang Budhkar Marg, Lower Parel, Mumbai- 400013.

Corporate Identification Number: L27100MH1986PLC041252

(Tel: [phone])

(hereinafter referred to as the "Acquirer 3")

(Acquirer 1, Acquirer 2 and Acquirer 3, existing promoters of the Target Company, hereinafter collectively referred to as "Acquirers")

TO ACQUIRE UP TO 11,28,04,137 FULLY PAID-UP EQUITY SHARES OF FACE VALUE OF ₹ 1 EACH ("OFFER SHARES") AT A PRICE OF ₹ 137 PER EQUITY SHARE ("OFFER PRICE") PAYABLE IN CASH, REPRESENTING 25.37%* OF THE VOTING SHARE CAPITAL (AS DEFINED BELOW) IN ACCORDANCE WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011 AND SUBSEQUENT AMENDMENTS THERETO ("SEBI (SAST) REGULATIONS") FROM THE EQUITY SHAREHOLDERS (AS DEFINED BELOW)

*As per the SEBI (SAST) Regulations, the open offer is required to be for at least 26% of the total share capital of a target company, as of the 10th Working Day from the closure of the tendering period for the open offer. However, the shareholding of the Equity Shareholders (as defined below) is only 25.37% of the Voting Share Capital (as defined below), and therefore, the Offer Shares (as defined below) represent 25.37% of the Voting Share Capital (as defined below).

OF

LLOYDS METALS AND ENERGY LIMITED

Regd. office: Plot No A 1-2, MIDC Area, Ghugus, Chandrapur, Maharashtra - 442505

Corporate Identification Number: L40300MH1977PLC019594

(Tel: [phone])

Website:www.lloyds.in

("Target Company")

1. This Open Offer is made pursuant to and in compliance with the provisions of Regulation 3(2), Regulation 3(3), Regulation 5(1) and other applicable regulations of the SEBI (SAST) Regulations.
2. This Open Offer is not a conditional offer in terms of Regulation 19 of the SEBI (SAST) Regulations and is not subject to any minimum level of acceptance.
3. This Open Offer is not a competing offer in terms of Regulation 20 of the SEBI (SAST) Regulations.
4. As on the date of this Letter of Offer, to the best knowledge of the Acquirers, there are no statutory or regulatory approvals required by the Acquirers, to acquire the Equity Shares validly tendered by Equity Shareholders pursuant to this Open Offer. However, in case of any statutory or regulatory approvals being required and/or becoming applicable at a later date before the closing of the Tendering Period (as defined below), this Open Offer would be subject to the receipt of such approvals. Please refer to Part C (Statutory and Other Approvals) of Section VII (Terms and Conditions of the Open Offer) of this Letter of Offer for further details of such statutory and governmental approval(s).
5. Where any statutory or other approval extends to some but not all of the Equity Shareholders, the Acquirers shall have the option to make payment to such Equity Shareholders in respect of whom no statutory or other approvals are required in order to complete this Open Offer.
6. The Acquirers may withdraw the Open Offer in accordance with the terms and conditions specified in Part C (Statutory and Other Approvals) of Section VII (Terms and Conditions of the Open Offer) of this Letter of Offer. In the event of a withdrawal of the Open Offer, the Acquirers (through the Manager) shall, within 2 Working Days (as defined below) of such withdrawal, make a public announcement, in the same Newspapers (as defined below) in which the Detailed Public Statement (as defined below) was published, in accordance with Regulation 23(2) of the SEBI (SAST) Regulations and such public announcement also will be sent to SEBI (as defined below), Stock Exchanges (as defined below) and the Target Company at its registered office.
7. The Offer Price may be subject to upward revision, if any, pursuant to the SEBI (SAST) Regulations or at the discretion of the Acquirers at any time prior to the commencement of the last 1 Working Day before the commencement of the Tendering Period, in accordance with Regulation 18(4) of the SEBI (SAST) Regulations. In the event of such revision, the Acquirers shall: (i) make corresponding increase to the Escrow Amount (as defined below); (ii) make a public announcement in the same newspapers in which the DPS was published; and (iii) simultaneously with the issue of such public announcement, inform SEBI, the Stock Exchanges, and the Target Company at its registered office of such revision. However, the Acquirers shall not acquire any Equity Shares after the 3rd Working Day prior to the commencement of the Tendering Period, and until the expiry of the Tendering Period. The same price shall be payable by the Acquirers for all the Equity Shares tendered anytime during the Open Offer.
8. There has been no competing offer as of the date of this Letter of Offer. The last date for making such competing bid has expired.

A copy of the Public Announcement (as defined below), the Detailed Public Statement, the Draft Letter of Offer and this Letter of Offer (including the Form of Acceptance-cum- Acknowledgement are also available on the website of SEBI (www.sebi.gov.in).

MANAGER TO THE OPEN OFFER	REGISTRAR TO THE OPEN OFFER
Mark Corporate Advisors Private Limited	Bigshare Services Private Limited
CIN: U99999MH1994PTC076534
CIN: U67190MH2008PTC181996
Address: Office No S6-2, 6th floor Pinnacle Business Park,
Address: 404/1, The Summit Business Bay,
Next to Ahura Centre, Mahakali Caves Road,
Sant Janabai Road (Service Lane),
Andheri (East), Mumbai - 400093.
Off Western Express Highway,
Tel. No.: [phone]
Vile Parle (East), Mumbai-400 057.
Fax: [phone]
Tel. No.: [phone]/08
Email: [e-mail]
Email: [e-mail]
Investor Grievance Email: [e-mail]
Contact Person: Mr. Manish Gaur
Contact person: Mr. Swapnil Kate
Website: www.markcorporateadvisors.com
SEBI Registration Number: INR000001385
SEBI Registration No.: INM000012128

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SCHEDULE OF MAJOR ACTIVITIES RELATING TO THE OPEN OFFER

					Original Schedule of			Revised Schedule of
					Activities			Activities
No.			Name of Activity		(Day and Date)#			(Day and Date)#
1.			Issue of Public Announcement		Friday, 29 April 2022		Friday, 29 April 2022
2.			Publication of DPS in newspapers		Monday, 9 May 2022		Monday, 9 May 2022
3.			Last date for filing of the draft Letter of Offer with	Tuesday, 17 May		Tuesday, 17 May
		2022		2022
			SEBI
4.			Last date for public announcement for competing	Tuesday, 31 May		Tuesday, 31 May
		2022		2022@
			offer(s)
5.			Last date for receipt of comments from SEBI on the	Tuesday, 7 June 2022		Thursday, 1
					September 2022
			draft Letter of Offer (in the event SEBI	has not
					%
			sought clarification or additional information from
			the Manager to the Open Offer)
6.			Identified Date*		Thursday, 9 June 2022		Friday, 2 September
					2022
7.			Last date for dispatch of the Letter of Offer to the	Thursday, 16 June		Friday, 9 September
		2022		2022
			shareholders of the Target Company whose names
			appear on the register of members on the Identified
			Date
8.			Last date by which a committee of independent	Tuesday, 21 June		Wednesday, 14
		2022			September 2022
			directors of the Target Company is required to give
			its recommendation to the shareholders of the Target
			Company for this Open Offer
9.			Last date for upward revision of the Offer Price	Tuesday, 21 June		Wednesday, 14
		2022			September 2022
			and/or the Offer Size
10.			Date of publication of Open Offer opening public	Wednesday, 22 June		Thursday, 15
		2022			September 2022
			announcement, in the newspapers in which the DPS
			has been published
11.			Date of commencement of the Tendering Period	Thursday, 23 June		Friday, 16 September
		2022		2022
12.			Date of closure of the Tendering Period		Wednesday, 6 July		Thursday, 29
			2022			September 2022
13.			Last date of communicating the rejection/acceptance	Wednesday, 20 July		Friday, 14 October
		2022		2022
			and completion of payment of consideration or
			refund of Equity Shares to the shareholders of the
			Target Company
14.			Last date for publication of post Open Offer public	Wednesday, 27 July		Friday, 21 October
		2022		2022
			announcement in the newspapers in which the DPS
			has been published

• There has been no competing offer as on the date of this Letter of Offer.

• Actual date of receipt of comments from SEBI.

• Date falling on the 10th Working Day prior to the commencement of the Tendering Period. The Identified Date is only for the purpose of determining the Equity Shareholders as on such date to whom the Letter of Offer would be sent. All the Equity Shareholders (registered or unregistered) are eligible to participate in this Open Offer at any time prior to the closure of the Tendering Period.

• The original timelines were indicative (prepared on the basis of timelines provided under the SEBI (SAST) Regulations).
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RISK FACTORS

The risk factors set forth below are limited to this Open Offer, the Underlying Transactions and the Acquirers and are not in relation to the present or future business operations of the Target Company or other related matters. These are neither exhaustive nor intended to constitute a complete analysis of all the risks involved in the participation by Equity Shareholders in this Open Offer, or in association with the Acquirers, but are merely indicative in nature. Equity Shareholders are advised to consult their stockbrokers, investment consultants and/or tax advisors, for understanding and analysing all risks associated with respect to their participation in this Open Offer.

For capitalised terms used herein please refer to the section on Key Definitions set out below.

1. Risks relating to the Open Offer and the Underlying Transaction:

• To the best of the knowledge of the Acquirers, as on the date of this Letter of Offer, the Open Offer is not subject to the receipt of any statutory, regulatory and/or other approvals. In the event that any statutory approvals are required by the Acquirers at a later date prior to the completion of the Open Offer, the Open Offer shall be subject to such approvals and the Acquirers shall make the necessary applications for such approvals. If, (i) there is a delay in receipt of any applicable statutory approvals; (ii) any other statutory approvals are required by the Acquirers at a later date, the Open Offer shall be subject to such approvals and the Acquirers shall make necessary applications for such regulatory or statutory approvals and such approvals are not received in time; or (iii) SEBI instructs the Acquirers not to proceed with the Open Offer, then the Open Offer process may be delayed beyond the schedule of activities indicated in this Letter of Offer. Consequently, the payment of consideration to the Equity Shareholders whose Equity Shares have been accepted in the Open Offer as well as return of the Equity Shares not accepted by the Acquirers may be delayed. In case of delay, due to non-receipt of statutory approval(s) in accordance with Regulation 18(11) of the SEBI (SAST) Regulations, SEBI may, if satisfied that the non-receipt of approvals was not on account of any wilful default or negligence on the part of the Acquirers, grant an extension for the purpose of completion of the Open Offer subject to the Acquirers agreeing to pay interest to the Equity Shareholders, as may be specified by SEBI. Where the required statutory approvals apply to some but not all of the Equity Shareholders, the Acquirers will have the option to make payment to such Equity Shareholders in respect of whom no statutory approvals are required in order to complete the Open Offer.
• The acquisition of Equity Shares under the Open Offer from all Equity Shareholders (resident and non-resident) is subject to all approvals required to be obtained by such Equity Shareholders in relation to the Open Offer and the transfer of Equity Shares held by them to the Acquirers. Further, if the Equity Shareholders who are not persons resident in India require or had required any approvals in respect of the transfer of Equity Shares held by them, they will be required to submit such previous approvals that they would have obtained for holding the Equity Shares, to tender the Equity Shares held by them pursuant to this Open Offer, along with the other documents required to be tendered to accept this Open Offer. In the event such prior approvals are not submitted, the Acquirers along with the Manager to the Offer reserve their right to reject such Equity Shares tendered in this Open Offer. If the Equity Shares are held under general permission of the RBI, the non-resident Equity Shareholder should state that the Equity Shares are held under general permission and clarify whether the Equity Shares are held on repatriable basis or non-repatriable basis.

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• Equity Shares, once tendered through the Form of Acceptance-cum-Acknowledgement in the Open Offer, cannot be withdrawn by the Equity Shareholders, even if the acceptance of their Equity Shares in this Open Offer and payment of consideration are delayed. The tendered Equity Shares and documents will be held in trust by the Registrar to the Offer until such time as the process of acceptance of tenders and the payment of consideration is complete. The Equity Shareholders will not be able to trade in such Equity Shares which have been tendered in the Open Offer. During such period, there may be fluctuations in the market price of the Equity Shares. Neither the Acquirers nor the Manager to the Offer make any assurance with respect to the market price of the Equity Shares, both during the period that the Open Offer is open and upon completion of the Open Offer, and disclaim any responsibility with respect to any decision taken by the Equity Shareholders with respect to whether or not to participate in the Open Offer. The Equity Shareholders will be solely responsible for their decisions regarding their participation in this Open Offer.
• This Letter of Offer has not been filed, registered or approved in any jurisdiction outside India. Recipients of the Letter of Offer who are resident in jurisdictions outside India should inform themselves of and observe any applicable legal requirements. This Open Offer is not directed towards any person or entity in any jurisdiction or country where the same would be contrary to the applicable laws or regulations or would subject the Acquirers or the Manager to the Open Offer to any new or additional registration requirements.
• The Open Offer is being made for securities of an Indian company and Equity Shareholders of the Target Company in the U.S.A should be aware that this Letter of Offer and any other documents relating to the Open Offer have been or will be prepared in accordance with Indian procedural and disclosure requirements, including requirements regarding the offer timetable and timing of payments, all of which differ from those in the United States. Any financial information included in this Letter of Offer or in any other documents relating to the Open Offer, has been or will be prepared in accordance with non-U.S. accounting standards that may not be comparable to financial statements of companies in the U.S. or other companies whose financial statements are prepared in accordance with the U.S. generally accepted accounting principles.
• The receipt of cash pursuant to the Open Offer by an Equity Shareholder of the Target Company may be a taxable transaction for the U.S.A federal income tax purposes and under the applicable U.S. state and local, as well as foreign and other, tax laws. Each Equity Shareholder of the Target Company is urged to consult such Equity Shareholder's independent professional adviser immediately regarding the tax consequences of accepting the Open Offer.
• The information contained in this Letter of Offer is as of the date of this Letter of Offer unless expressly stated otherwise. The Acquirers and the Manager are under no obligation to update the information contained herein at any time after the date of this Letter of Offer.
• Equity Shareholders are advised to consult their respective stockbroker, legal, financial, tax, investment or other advisors and consultants of their choosing, if any, for assessing further risks with respect to their participation in the Open Offer, and related transfer of Equity Shares of the Target Company to the Acquirers. The Acquirers and the Manager to the Offer do not accept any responsibility for the accuracy or otherwise of the tax provisions set forth in this Letter of Offer, and all shareholders should independently consult their respective tax advisors.

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• The Acquirers and the Manager to the Offer accept no responsibility for statements made otherwise than in the Public Announcement, the Detailed Public Statement, this Letter of Offer or in the advertisement or any materials issued by or at the instance of the Acquirers, excluding such information pertaining to the Target Company which has been provided or confirmed by the Target Company. Any person placing reliance on any other source of information will be doing so at his/her/its own risk.

2. Risks involved in associating with the Acquirers

• Neither the Acquirers nor the Manager to the Offer make any assurance with respect to the financial performance of the Target Company or the continuance of past trends in the financial performance of the Target Company nor do they make any assurance with respect to the market price of the Equity Shares before, during or after the Open Offer. The Acquirers and the Manager to the Offer expressly disclaim any responsibility or obligation of any kind (except as required under applicable law) with respect to any decision by any Equity Shareholder on whether to participate or not in this Open Offer.
• Neither the Acquirers nor the Manager to the Offer or the Registrar to the Offer accept any responsibility for any loss of documents during transit (including but not limited to Open Offer acceptance forms, copies of delivery instruction slips, etc.), and Equity Shareholders are advised to adequately safeguard their interest in this regard.
• The Acquirers make no assurance with respect to their investment/divestment decisions relating to its proposed shareholding in the Target Company.
• As per Regulation 38 of the SEBI (LODR) Regulations read with Rules 19(2) and 19A of the SCRR, the Target Company is required to maintain at least 25% public shareholding as determined in accordance with SCRR, on a continuous basis for listing. If, as a result of the acquisition of Equity Shares in this Open Offer, the public shareholding in the Target Company falls below the minimum level required as per Rule 19A of the SCRR, the Acquirers will ensure that the Target Company satisfies the minimum public shareholding set out in Rule 19A of the SCRR in compliance with applicable laws.
• In respect of Acquirer 1 and Mr. Balasubramanian Prabhakaran who is the Managing Director of Acquirer 1 and a non-executivenon-independent director of the Target Company, in September 2009, the Odisha State Vigilance Department conducted an inspection at an iron ore mine in Odisha where Acquirer 1 was a service provider (raising contractor) on the basis of which inspection: (a) a First Information Report (FIR) in December 2009 was filed by the Odisha State Vigilance Department and a consequent charge sheet, upon further investigation, was filed in November 2010 in respect of several persons including Mr. Balasubramanian Prabhakaran for alleged clandestine disposal of iron ore from the mine and alleged mining outside the mining leasehold area ("Vigilance Matter"); and (b) subsequently in December 2014, on the basis of the Vigilance Matter, ED had registered an Enforcement Case Information Report (ECIR No. BSZO/ECIR/07/2014) under the Prevention of Money Laundering Act, 2002 ("ED Matter") against, inter alia, Mr. Balasubramanian Prabhakaran, the Managing Director of Acquirer 1 as a co-accused in his capacity as the Managing Director of the Acquirer. Subsequently, Acquirer 1 was made a party to the investigations in ED Matter in 2015. Pursuant to the various adjudications in the connected matters including a civil claim of ₹ 11,31,72,00,000 made by the Government of Odisha, Steel and Mines Department on the lessee of the said iron ore mine, solely on basis of allegations in the Vigilance Matter charge sheet, the Hon'ble Odisha High Court vide its order dated 5 March 2021 ("HC Order") quashed the charge sheet and the order of cognizance by the Trial Court thereby dismissing all the

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