Lloyds Metals & Energy promoters have disclosed the creation of a Non-Disposal Undertaking (NDU) on their equity holdings to secure a Rupee Term Loan Facility from State Bank of India. The filing, dated September 30, 2026, confirms that while disposal of these shares is restricted, legal ownership, voting rights, and dividend entitlements remain with the respective promoters.

Nature of the Security Arrangement

The NDU was entered into by Rajesh Rajnarayan Gupta, Promoter and Managing Director, along with other promoters, in favour of SBICAP Trustee Company Limited acting as the Security Trustee. This arrangement is part of the financing documents for the term loan availed by the company. The undertaking imposes contractual restrictions on the transfer or creation of encumbrances on the specified shares during the applicable period.

Crucially, the disclosure clarifies that this is not a pledge. The shares continue to be held in the respective demat accounts of the promoters, with no transfer to third-party accounts. The promoters retain full voting rights and economic benefits, subject to the terms of the financing documents.

Promoter Holdings Under Undertaking

The following table summarizes the key promoter entities and individuals whose shares are subject to the NDU or related pledges as per the disclosure:

What the Numbers Show

A distinct pattern emerges when comparing the types of security provided by different promoter entities. While major corporate promoters like Thriveni Earthmovers and Crosslink Food and Farms have placed a significant portion of their holdings under Non-Disposal Undertakings, other entities such as Sky United LLP and Lloyds Metals & Minerals Trading LLP have also created direct pledges. Specifically, Sky United LLP pledged 20 million shares (3.55% of capital), and Lloyds Metals & Minerals Trading LLP pledged 20 million shares (3.55% of capital) alongside creating NDUs on their remaining holdings. This mix suggests a tiered approach to collateralization for the SBI facility, where certain entities provide stricter security (pledge) while others provide restrictive covenants (NDU).

Regulatory Compliance

The disclosure was made under Regulation 31(1) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The report was submitted to BSE Limited and National Stock Exchange of India Limited. The date of creation for most NDUs was recorded between August 26, 2026, and September 4, 2026.

Lloyds Metals & Energy has increased its equity stake in subsidiary Thriveni Earthmovers and Infra Private Limited (TEIL) to 71.89% following a rights issue subscription. The company acquired 3.5 crore equity shares at an issue price of ₹173.36 per share.

The total consideration for this acquisition stands at ₹606.76 crore. This transaction was executed pursuant to Regulation 30(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and follows an earlier intimation dated August 10, 2026.

Transaction Details

The allotment of shares was confirmed by TEIL on September 28, 2026. The investment strengthens Lloyds Metals' control over the earthmoving and infrastructure subsidiary.

Regulatory Compliance

Lloyds Metals stated that the details required under Regulation 30 of the Listing Regulations, read with Clause A(1)(1.1) of Annexure 18 of the SEBI Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, were previously disclosed in the outcome dated August 10, 2026. The company noted that this information is also available on its official website.