Regulation 288 - Lock-in - Securities And Exchange Board of India (Issue Of Capital And Disclosure Requirements) Regulations, 2018

PART IV: GENERAL CONDITIONS Lock-in 288. (1) The entire pre-issue capital of the shareholders shall be locked-in for a period of six months from the date of allotment in case of listing pursuant to a public issue or date of listing in case of listing without a public issue: Provided that nothing contained in this regulation shall apply to: a) equity shares allotted to employees, whether currently an employee or not, under an employee stock option or employee stock purchase scheme of the issuer prior to the initial public offer, if the issuer has made full disclosures with respect to such options or scheme in accordance with Part A of Schedule VI ; b) equity shares held by an employee stock option trust or transferred to the employees by an employee stock option trust pursuant to exercise of options by the employees, whether currently employees or not, in accordance with the employee stock option plan or employee stock purchase scheme. Provided that the equity shares allotted to the employees shall be subject to the provisions of lock-in as specified under the 3 [ Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ]. c) equity shares held by a venture capital fund or alternative investment fund of Category I 1 [ or Category II ] or a foreign venture capital investor: Provided that such equity shares shall be locked-in for a period of at least one year from the date of purchase by the venture capital fund or alternative investment fund or foreign venture capital investor. d) equity shares held by persons other than the promoters, continuously for a period of at least one year prior to the date of listing in case of listing without a public issue: Explanation: For the purpose of clause (c) and (d), in case such equity shares have resulted pursuant to conversion of fully paid-up compulsorily convertible securities, the holding period of such convertible securities as well as that of resultant equity shares together shall be considered for the purpose of calculation of one year period and the convertible securities shall be deemed to be fully paid-up, if the entire consideration payable thereon has been paid at the time of their conversion. (2) The specified securities held by the promoters and locked-in may be pledged with any scheduled commercial bank or public financial institution or systemically important non-banking finance company as a collateral security for a loan granted by such bank or institution or systemically important non-banking finance company if the pledge of specified securities is one of the terms of sanction of the loan. (3) The specified securities that are locked-in may be transferable in accordance with regulation 288 of these regulations. (4) All specified securities allotted on a discretionary basis shall be locked-in in accordance with the requirements for lock-in for the anchor investors on the main board of the stock exchange, as specified under Part A of Schedule XIII . 2 [ (5) The SR equity shares shall be locked-in till conversion into equity shares with voting rights similar to that of ordinary shares or shall be locked-in for a period specified in sub-regulations (1), whichever is later. ] ************ NOTES:- 1. Inserted vide Notification No. SEBI/LAD-NRO/GN/2021/18 dated 05-05-2021 2. Inserted vide Notification No. SEBI/LAD-NRO/GN/2021/18 dated 05-05-2021 3. Substituted vide Notification No. SEBI/LAD-NRO/GN/2023/130 dated 23-05-2023 before it was read as, Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014