Lloyds Metals & Energy promoters created a non-disposal undertaking (NDU) over 10.79% of the company’s equity shares on September 4, 2026, to secure term loan financing.

The disclosure was filed with stock exchanges on September 10, 2026, under Regulation 31(1) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The NDU was executed in favor of SBICAP Trustee Company Limited, acting as the Security Trustee.

Structure of the Encumbrance

Promoter Rajesh Rajnarayan Gupta clarified that the arrangement is a customary financing requirement and does not involve a pledge. Legal and beneficial ownership of the shares remains with the promoters, who retain voting rights and entitlement to dividends.

The shares continue to be held in the promoters’ demat accounts without transfer to any third-party account. Disposal restrictions apply only during the applicable period defined in the financing documents.

Promoter Shareholdings Under NDU

The NDU covers portions of holdings across multiple promoter entities and individuals. Crosslink Food and Farms Private Limited has the largest exposure under this new encumbrance.

Existing Encumbrances

Other promoter entities already had significant portions of their holdings encumbered prior to this transaction. Thriveni Earthmovers Private Limited had 16.88% of its holding encumbered, while Sky United LLP had 3.55% encumbered. These existing encumbrances were not part of the new NDU creation.

What the Numbers Show

The creation of an NDU rather than a pledge indicates lenders sought security against disposal risk without restricting voting control or triggering immediate market sell-off pressures associated with pledged shares. This structure allows promoters to retain full governance rights while providing lenders with contractual assurance that the collateral base remains intact during the loan tenure.

Promoters of Lloyds Metals & Energy have created a non-disposal undertaking (NDU) over 2.34% of the company’s equity shares to secure a rupee term loan facility.

The disclosure, filed with stock exchanges on September 9, 2026, details the encumbrance created in favor of SBICAP Trustee Company Limited. The arrangement stems from financing documents required for the term loan availed by Lloyds Metals.

Encumbrance Details

Blossom Trade & Interchange LLP, a promoter entity, entered into the NDU dated August 25, 2026. The undertaking covers 1,32,00,000 equity shares held by the LLP. This represents a standard contractual restriction preventing the disposal of these shares during the applicable period.

Other promoter group entities also created NDUs on September 4, 2026, as part of the same financing requirement. These include individual promoters and related corporate entities within the promoter group.

Key Promoter Holdings Under NDU

Ownership Structure Impact

The filing clarifies that no pledge has been created over these shares. Legal and beneficial ownership remains with the respective promoters. Voting rights attached to the encumbered shares continue to be exercisable by the LLP and other promoters, subject to the financing documents.

Dividends and other economic benefits arising from these shares also remain with the promoters. There has been no transfer of shares to any third-party demat account; they continue to be held in the promoters’ accounts, subject to the NDU restrictions.

What the Numbers Show

The creation of an NDU rather than a traditional pledge indicates a specific covenant structure in the term loan agreement. While it restricts liquidity by preventing share sales, it preserves the promoters’ control and voting power. This is a less severe encumbrance than a full pledge, where trustees might gain voting rights or control upon default.