Regulation 239 - Lock-in of specified securities held by persons other than the promoters - Securities And Exchange Board of India (Issue Of Capital And Disclosure Requirements) Regulations, 2018

Lock-in of specified securities held by persons other than the promoters 239. The entire pre-issue capital held by persons other than the promoters shall be locked-in for a period of one year from the date of allotment in the initial public offer: 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 2 [ or a stock appreciation right 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 3 [ or a stock appreciation right scheme ] . Provided that the equity shares allotted to the employees shall be subject to the provisions of lock-in as specified under the 1 [ 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 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. 4 [ Explanation I ] : For the purpose of clause (c), 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 convertible securities shall be deemed to be fully paid-up, if the entire consideration payable thereon has been paid and no further consideration is payable at the time of their conversion. 5 [ Explanation II. For the purpose of clauses (a) and (b), equity shares shall include any equity shares allotted pursuant to a bonus issue against equity shares allotted pursuant to an employee stock option or employee stock purchase scheme or a stock appreciation right scheme. ] ***************** NOTES:- 1. 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 2. Inserted vide F. No. SEBI/LAD-NRO/GN/2025/233 dated 03-03-2025 w.e.f. 03-03-2025 (For effective date in certain cases see Notification) 3. Inserted vide F. No. SEBI/LAD-NRO/GN/2025/233 dated 03-03-2025 w.e.f. 03-03-2025 (For effective date in certain cases see Notification 4. Re-Numbered vide F. No. SEBI/LAD-NRO/GN/2025/233 dated 03-03-2025 w.e.f. 03-03-2025 (For effective date in certain cases see Notification) before it was read as, Explanation 5. Inserted vide F. No. SEBI/LAD-NRO/GN/2025/233 dated 03-03-2025 w.e.f. 03-03-2025 (For effective date in certain cases see Notification