Lloyds metals & energy Limited has announced a postal ballot notice dated 26th March, 2026, seeking shareholder approval for material related party transactions worth ₹15,820 crore with its subsidiary Thriveni Earthmovers and Infra Private Limited (TEIL) for Financial Year 2026-27.

Transaction Overview and Corporate Structure

The company holds 75.62% of the paid-up share capital of TEIL, making it a subsidiary engaged in mining and providing mining-related services. TEIL became a subsidiary of the company with effect from 1st July, 2025. The proposed transactions are expected to be undertaken in the ordinary course of business and on an arm's length basis.

Detailed Transaction Breakdown

The proposed related party transactions encompass various operational and financial arrangements between the company and TEIL:

Current Financial Position and Previous Transactions

During the current financial year up to the quarter immediately preceding this approval, the company has already undertaken transactions with TEIL worth ₹5,142.88 crore, including purchase of goods or services (₹1,594.20 crore), investment (₹70.00 crore), loans with interest (₹450.08 crore), and corporate guarantee (₹3,028.59 crore).

TEIL's financial performance for FY 2024-25 shows a turnover of ₹0.99 crore, profit after tax of negative ₹3.72 crore, and net worth of ₹596.73 crore. The company's annual consolidated turnover for FY 2024-25 was ₹6,721.40 crore, making the proposed transaction value 235.37% of the annual consolidated turnover.

Postal Ballot Process and Timeline

The postal ballot process will be conducted entirely through remote e-voting, with no physical ballot forms being distributed. The detailed timeline for the voting process is as follows:

Regulatory Compliance and Rationale

As per the Listing Regulations, where annual consolidated turnover exceeds ₹20,000 crore, a related party transaction is considered material if it exceeds 10% of the annual consolidated turnover. The materiality threshold for the company is ₹672.14 crore, making this transaction material and requiring shareholder approval.

The arrangement enables the company to leverage TEIL's expertise in mining and related services, ensuring efficient, safe and cost-effective execution of operations. The integrated structure facilitates economies of scale, streamlined processes and reduced reliance on external parties, contributing to long-term value creation for stakeholders.

The Audit Committee and Board of Directors, at their meeting held on 13th March, 2026, recommended the approval of these related party transactions. All Independent Directors on the Audit Committee have granted approval after reviewing the necessary information and confirming that transactions will be conducted in the ordinary course of business and on an arm's length basis.

Lloyds Metals & Energy has successfully completed a major strategic acquisition in the Democratic Republic of Congo's mineral-rich Katanga Copper Belt. The company announced on 30th March, 2026, that its step-down subsidiary has acquired 100% equity stake in CHEMAF Group Limited for up to USD 30 million, marking a significant expansion into critical minerals mining.

Acquisition Structure and Partnership

The acquisition was executed through Virtus Lloyds Minerals Holding (VLMH), a Cayman Islands incorporated joint venture entity. The ownership structure demonstrates a strategic international partnership:

LGRF, a wholly owned subsidiary of Lloyds Metals and Energy Limited, holds the minority stake in VLMH, which serves as the investment holding entity for copper and cobalt asset acquisition and development in the DRC.

CHEMAF Group Assets and Operations

CHEMAF Group Limited comprises Chemaf Resources Limited, Chemaf SA, and associated entities operating in the Democratic Republic of Congo since 2002. The group's operations are strategically located in the Katanga Copper Belt, recognized as one of the world's richest geological zones for copper and cobalt.

Current Production Capacity

Expansion Projects

The acquisition includes the advanced-stage Mutoshi mine development project, which will significantly enhance production capabilities:

Strategic Significance and Market Position

The transaction aligns with the US-DRC Strategic Partnership Agreement signed on 4th December, 2025, promoting cooperation in critical minerals including copper, cobalt, lithium, and tantalum. This partnership positions the VLMH joint venture within the framework of US-DRC strategic cooperation, providing preferential access to critical minerals.

CHEMAF Group holds more than 50 mining permits and exploration licenses across the DRC. The company reported a turnover of 154 million USD for Calendar Year 2025, demonstrating operational scale and market presence.

Combined Group Production Outlook

With this acquisition, Lloyds Metals and Energy Limited's total production capacity in the DRC is expected to reach significant levels upon completion of ongoing expansion projects:

Regulatory Approvals and Compliance

The Government of the Democratic Republic of Congo, through its Ministry of Mines, has approved the change of control in CHEMAF Group. Congolese law requires governmental approval for changes of control in entities holding mining permits. No further governmental or regulatory approvals are pending for the completion of this transaction.

The acquisition represents the first major transaction executed under the VLMH framework and establishes Lloyds Metals and Energy Limited as the designated operator of mining and processing assets, managing the full spectrum of operations including mine development, processing, and offtake.