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What is promoter pledging? Pledged shares in Indian filings

Promoter pledging explained: what counts as an encumbrance, who must disclose it and when, where it sits in the shareholding pattern, with real companies.

Reviewed by Cityfort Research on , 4 min read

For learning only. Cityfort is not a SEBI-registered adviser and does not recommend buying or selling any security. Prices shown are dated and may be out of date.

What is promoter pledging?

A promoter is the founding family or parent company that controls a listed company. Promoters sometimes borrow money and offer their shares to the lender as security. That is a pledge.

The shares stay in the promoter's name while the loan runs. If the loan is not repaid, the lender can "invoke" the pledge and take the shares.

Why do first-time investors miss it?

The headline promoter holding does not change when shares are pledged. So the first number most people look at hides it.

The pledge only shows up in its own column of the shareholding pattern, or in a separate disclosure. Cityfort's "Who owns it" section shows it next to the promoter holding.

What counts as an encumbrance?

SEBI's takeover rules use a wider word than pledge: "encumbrance". It covers a pledge, a lien, a negative lien and a non-disposal undertaking.[S1]

It also covers any other restriction on the free sale of the shares, whatever the arrangement is called.[S1]

A non-disposal undertaking (NDU) is a promise not to sell or transfer the shares. SEBI describes it as a kind of negative lien, usually given in favour of a lender.[S3]

Who has to disclose it, and how fast?

Regulation 31 of the takeover rules makes the promoter disclose shares encumbered by it or by persons acting with it. It must also disclose when an encumbrance is invoked or released.[S1]

The deadline is seven working days from the event. The disclosure goes to every stock exchange where the shares trade and to the company.[S1]

Every type of encumbrance must now be recorded in the depository system, where demat shares are held. The depositories capture the ultimate lender and the reason for the encumbrance.[S3]

When the encumbrance is made through a depository, the promoter does not have to file the separate disclosure.[S1]

Once a year, the promoter also declares that it made no encumbrance beyond those already disclosed. It does so within seven working days of the financial year's end. That declaration goes to the exchanges and the company's audit committee.[S1]

Where does it show up in the shareholding pattern?

Every quarter, the company files a shareholding pattern within 21 days of the quarter's end.[S4] Its Table II lists each promoter and promoter-group entity by name.

Table II has columns for shares pledged or otherwise encumbered. From the quarter ended 30 Jun 2025, the format shows NDUs and other encumbrances separately, plus a total.[S2]

Older filings had one combined "pledged or otherwise encumbered" column. TCS's pattern for 30 Sep 2023 is one example of that older format.[S5] Read more on the TCS ownership section.

If a company declares that no promoter shares are pledged or encumbered, the exchange website shows that declaration instead of empty columns.[S2]

How does Cityfort show the pledge?

Cityfort shows pledged shares as a percentage of the promoter group's own holding, as the filing reports it. It is not a percentage of all the company's shares.

A company with no promoter group has nothing to pledge, so it does not appear in the list below. Widely held banks are an example.

See it in real companies

Promoter shares pledged at companies on Cityfort

12 companies on Cityfort, listed A–Z (not ranked).

Asian Paints
10.37% of promoter sharesQ2 FY27 · source S31
Bharti Airtel
0.0% of promoter sharesQ2 FY27 · source S26
Hindustan Unilever
0.0% of promoter sharesQ2 FY27 · source S54
Infosys
0.0% of promoter sharesQ2 FY27 · source S38
Kalyani Steels
0.0% of promoter sharesQ3 FY26 · source S28
Kotak Mahindra Bank
0.0% of promoter sharesQ2 FY27 · source S65
LIC
0.0% of promoter sharesQ2 FY27 · source S31
Reliance Industries
0.0% of promoter sharesQ2 FY27 · source S44
Saksoft
0.0% of promoter sharesQ2 FY27 · source S40
SBI
0.0% of promoter sharesQ2 FY27 · source S70
TCS
0.0% of promoter sharesQ2 FY27 · source S50
Titan
0.0% of promoter sharesQ2 FY27 · source S46

From each company's filings, as cited on its Cityfort stock page. These figures change when a stock page is updated.

A figure of zero is reported like any other. Whenever a pledge is above zero, the stock page also lists it under governance signals and risks.

What happens when a pledge is invoked?

The lender moves the pledged shares into its own account. The promoter's holding falls by that number of shares.

The invocation must be disclosed within seven working days, like the pledge itself.[S1] The lower holding then shows up in the next quarterly shareholding pattern.

After invocation, the shares belong to the lender, which may keep or sell them. The promoter group no longer controls the votes on those shares.

Where can you check the filings yourself?

On the NSE website, open the shareholding pattern page and search for the company.[S6] BSE has the same filings under each company's corporate information.

Encumbrance disclosures also appear as announcements. Our guide on finding NSE and BSE announcements shows where to look.

For the full ownership table, read how to read a shareholding pattern. To see it for one company, open any page under all stocks and go to "Who owns it".

Check yourself

3 questions on what this page explains. Nothing is saved or scored.

  1. Q1 · A promoter pledges some of its shares for a loan. What happens to the promoter holding in the shareholding pattern?
    Show the answer

    The answer: It stays the same; the pledge shows in its own column

    Pledged shares stay with the promoter while the loan runs, so the promoter holding does not change. The shareholding pattern shows pledged shares in separate columns, as a share of the promoter group's own holding.[S1][S2]

  2. Q2 · Under SEBI's takeover rules, which of these counts as an encumbrance?
    Show the answer

    The answer: A pledge, a lien, a negative lien or a non-disposal undertaking

    The takeover rules use the wider word encumbrance. It covers a pledge, a lien, a negative lien and a non-disposal undertaking, and any other restriction on the free sale of the shares.[S1]

  3. Q3 · How often is the shareholding pattern, with its pledge columns, filed?
    Show the answer

    The answer: Every quarter, within 21 days of the quarter's end

    Listed companies file the shareholding pattern every quarter, within 21 days of the quarter's end. A pledge that is created, invoked or released is also disclosed under the takeover rules, unless it is made through a depository.[S4][S1]

Questions people ask

Does a pledge mean the promoter has sold shares?
No. Pledged shares stay with the promoter while the loan runs. The lender can take them only by invoking the pledge, and the invocation is itself a disclosable event under SEBI's takeover rules.[S1]
Is a non-disposal undertaking the same as a pledge?
Not quite. It is a promise to a lender not to sell or transfer the shares. SEBI's takeover rules still count it as an encumbrance, alongside pledges and liens.[S1][S3]
How often is the pledge figure updated?
The shareholding pattern, which shows pledged and encumbered promoter shares, is filed every quarter within 21 days of the quarter's end.[S4]
Why does Cityfort show the pledge as a share of promoter holdings?
Because that is how the shareholding pattern reports it for the promoter group: pledged shares as a percentage of the shares the promoter group itself holds, not of all the company's shares.[S2]

Sources

  1. S1SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended up to 5 Dec 2025 (Regulations 28(3) and 31) · SEBITier 1: company or exchange filing · 5 Dec 2025
  2. S2Master Circular for compliance with the SEBI (LODR) Regulations by listed entities, updated 30 Jan 2026 (Section II-A: shareholding pattern) · SEBITier 1: company or exchange filing · 30 Jan 2026
  3. S3Master Circular for Depositories, 3 Dec 2024 (paras 2.15 and 2.16: non-disposal undertakings and recording of all encumbrances) · SEBITier 1: company or exchange filing · 3 Dec 2024
  4. S4SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended up to 15 Oct 2026 (Regulation 31) · SEBITier 1: company or exchange filing · 15 Oct 2026
  5. S5TCS shareholding pattern as on 30 Sep 2023 (XBRL filed with NSE) · Tata Consultancy Services Ltd (filed with NSE)Tier 1: company or exchange filing · 12 Oct 2023
  6. S6Corporate filings: shareholding pattern (search by company) · National Stock Exchange of IndiaTier 1: company or exchange filing · 26 Oct 2026

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For learning only. Cityfort is not a SEBI-registered adviser and does not recommend buying or selling any security. Prices shown are dated and may be out of date.

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