Non-disposal undertaking (NDU)
ESG & GovernanceA promise by a shareholder to a lender not to sell or pledge certain shares while a loan is outstanding.
An NDU does not transfer any claim over the shares in the way a pledge does, but it gives the lender comfort that the shares will stay with the promoter, often alongside other security or a power to sell. SEBI treats NDUs as encumbrances that must be disclosed. Because they are not called pledges, they are easy to miss in a quick review of promoter holdings.
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