Thriveni Earthmovers Releases Pledge on 24,60,000 Equity Shares of Lloyds Metals and Energy

Lloyds metals & energy promoter Thriveni Earthmovers Private Limited has announced the release of pledge on 24,60,000 equity shares, representing 0.44% 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 Tata Motors Finance Limited effective March 24, 2026, following the closure of a term loan facility availed by Thriveni Earthmovers Private Limited. The original pledge agreement was an unattested arrangement dated December 9, 2024, between Thriveni Earthmovers as the borrower/pledgor and Tata Motors Finance Limited as the pledgee/lender.

Parameter: Details Shares Released: 24,60,000 equity shares Percentage of Capital: 0.44% Effective Date: March 24, 2026 Pledgee: Tata Motors Finance Limited Reason: Closure of term loan facility

Impact on Shareholding Structure

Following the pledge release, Thriveni Earthmovers' encumbered shareholding in Lloyds Metals and Energy has been reduced significantly. The company's total promoter holding remains unchanged at 10,00,05,501 shares, representing 17.77% of the total share capital.

Shareholding Category: Before Release After Release Total Promoter Holding: 10,00,05,501 shares (17.77%) 10,00,05,501 shares (17.77%) Encumbered Shares: 1,31,21,610 shares (2.33%) 1,06,61,610 shares (1.89%) Released from Pledge: - 24,60,000 shares (0.44%)

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 Crosslink Food and Farms Private Limited holding 6,55,58,548 shares (11.65%), Sky United LLP with 7,34,54,636 shares (13.05%), and Lloyds Enterprises Limited holding 2,32,38,340 shares (4.13%). 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.

Parameter: Details Transaction Value: ₹15,820 crore Subsidiary Stake: 75.62% Financial Year: 2026-27 Approval Type: Ordinary Resolution Notice Dispatch: March 30, 2026 Newspaper Publication: March 31, 2026

Detailed Transaction Breakdown

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

Sr. No. Nature of Transaction Amount (₹ crore) 1. Purchase of Goods (raw materials, finished goods, consumables) 500 2. Sale of Goods (manufactured and traded products) 500 3. Availing of Services (technical, professional, administrative, support) 5,000 4. Rendering of Services (technical, professional, administrative, support) 250 5. Infrastructure and Resource Sharing Arrangements 250 6. Purchase of Assets (tangible and intangible) 500 7. Sale/Transfer of Assets (tangible and intangible) 500 8. Loans and Advances (inter-corporate deposits) 2,000 9. Interest on Loans and Advances 200 10. Providing/Giving of Guarantees, Securities or Indemnities 6,000 11. Guarantee Commission/Fees 120 Total 15,820

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.

Event: Date/Time Cut-off Date: March 27, 2026 Notice Dispatch Completion: March 30, 2026 Newspaper Publication: March 31, 2026 E-voting Commencement: March 31, 2026 at 9:00 A.M. (IST) E-voting End: April 29, 2026 at 5:00 P.M. (IST) EVEN Number: 138979 Scrutinizer: Mr. Mitesh Shah (Membership No.: F10070) Results Declaration: On or before May 4, 2026

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.

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