Lloyds metals & energy promoter Thriveni Earthmovers Private Limited has announced the release of pledge on 16,96,200 equity shares, representing 0.30% of the company's paid-up share capital. The disclosure was made to stock exchanges on March 31, 2026, under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 2011.

Pledge Release Details

The pledge release was executed with RBL Bank Limited effective March 30, 2026, following the substitution of security for a cash credit facility availed by Thriveni Sainik Mining Private Limited. The original pledge agreement was executed on November 4, 2024, between Thriveni Sainik Mining Private Limited as borrower, Thriveni Earthmovers Private Limited as pledgor, and RBL Bank Limited as pledgee/lender.

Impact on Shareholding Structure

Following the pledge release, Thriveni Earthmovers' encumbered shareholding in Lloyds Metals and Energy has been reduced from 1,06,61,610 shares to 89,65,410 shares. The company's total promoter holding remains unchanged at 10,00,05,501 shares, representing 17.77% of the total share capital.

Regulatory Compliance

The disclosure was made pursuant to Regulation 31(1) and 31(2) of the SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011. The announcement was simultaneously communicated to BSE Limited, National Stock Exchange of India Limited, and Lloyds Metals and Energy Limited. Company Secretary Riya Jain signed the disclosure document on behalf of Thriveni Earthmovers Private Limited from Mumbai.

Other Promoter Holdings

The disclosure also detailed the shareholding pattern of other promoters in Lloyds Metals and Energy. Notable promoter entities include Sky United LLP holding 7,34,54,636 shares (13.05%), Crosslink Food and Farms Private Limited with 6,55,58,548 shares (11.65%), and Lloyds Metals and Minerals Trading LLP holding 3,57,41,529 shares (6.35%). Among individual promoters, Ravi Babulal Agarwal holds 1,19,07,240 shares (2.12%), while Madhur Rajesh Gupta and Shreekrishna Mukesh Gupta each hold 96,00,000 and 96,02,000 shares respectively, representing 1.71% each of the total share capital.

Lloyds metals & energy Limited has completed the dispatch of its postal ballot notice on March 30, 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. The company has also published the public notice in Business Standard (English - All Editions) and Navrashtra (Marathi Daily) newspapers on March 31, 2026.

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 July 1, 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:

Postal Ballot Process and Timeline

The postal ballot process is being conducted entirely through remote e-voting, with no physical ballot forms being distributed. The company has engaged NSDL for providing remote e-voting facilities to enable shareholders to cast their votes electronically in a secured manner.

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.

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 March 13, 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.