Description

Lock-in details for 57.81 crore equity shares of Shadowfax Technologies Limited with various lock-in periods and categories including promoter shares, ESOP shares, AIF holdings, and anchor investor allocations.

Summary

Shadowfax Technologies Limited has disclosed lock-in details for its total equity shares of 57,81,33,245. The shares are categorized into various lock-in periods: promoter shares locked for 1 year (23-Jan-2026 to 23-Jul-2027) and 6 months (23-Jan-2026 to 23-Jul-2026), ESOP shares with no lock-in (2.07 crore shares), AIF holdings exempt from lock-in (2.66 crore shares), anchor investor shares with 30-day lock-in (3.45 crore shares) and 90-day lock-in (3.45 crore shares), and IPO public shares with no lock-in (8.47 crore shares).

Key Points

  • Total equity shares: 57,81,33,245 (all in demat form)
  • Promoter shares under 1-year lock-in: 11,71,18,630 shares (until 23-Jul-2027)
  • Promoter shares under 6-month lock-in: 25,97,57,116 shares (until 23-Jul-2026)
  • ESOP shares not under lock-in: 2,07,73,464 shares (held by eligible employees as of 22-Jan-2026)
  • AIF holdings exempt from lock-in: 2,66,72,021 shares (per SEBI ICDR Regulation 17(c))
  • Anchor investor shares (30-day lock-in): 3,45,16,973 shares (until 21-Feb-2026)
  • Anchor investor shares (90-day lock-in): 3,45,16,982 shares (until 22-Apr-2026)
  • IPO public shares: 8,47,78,059 shares (no lock-in)
  • Company registered office: 3rd Floor, Shilpitha Tech Park, Bangalore - 560103, Karnataka
  • CIN: U72300KA2015PLC150324

Regulatory Changes

No regulatory changes. This circular provides lock-in details in compliance with existing SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, specifically Regulation 17(c) regarding AIF exemptions from lock-in requirements.

Compliance Requirements

  • Locked-in shares cannot be transferred or sold during their respective lock-in periods
  • Promoters must maintain their locked-in shares until expiry dates (23-Jul-2026 for 6-month lock-in, 23-Jul-2027 for 1-year lock-in)
  • Anchor investors must hold their allocated shares for 30 days (until 21-Feb-2026) or 90 days (until 22-Apr-2026) as applicable
  • Detailed lock-in provisions are referenced on pages 110-114 of the Company’s Prospectus dated 22-Jan-2026

Important Dates

  • 22-Jan-2026: Date of Prospectus
  • 23-Jan-2026: Lock-in start date for promoter shares
  • 21-Feb-2026: Lock-in expiry for 30-day anchor investor shares (3.45 crore shares)
  • 22-Apr-2026: Lock-in expiry for 90-day anchor investor shares (3.45 crore shares)
  • 23-Jul-2026: Lock-in expiry for 6-month promoter shares (25.97 crore shares)
  • 23-Jul-2027: Lock-in expiry for 1-year promoter shares (11.71 crore shares)
  • 26-Jan-2026: Date of this circular

Impact Assessment

Market Impact: Approximately 85.3% of total shares (49.33 crore out of 57.81 crore) are either currently under lock-in or have exemptions, limiting immediate free float. The staggered lock-in expiry dates (February 2026, April 2026, July 2026, and July 2027) will gradually increase tradable shares. The significant promoter lock-in (37.68 crore shares total) provides stability and demonstrates long-term commitment.

Tradability: Immediately tradable shares include 8.47 crore IPO public shares, 2.07 crore ESOP shares, and 2.66 crore AIF shares, totaling approximately 13.20 crore shares (22.8% of total equity). This will increase progressively as anchor investor and promoter lock-ins expire.

Investor Considerations: The structured lock-in schedule is standard for newly listed companies and protects against immediate large-scale selling. ESOP and AIF exemptions provide some liquidity while anchor investor lock-ins are relatively short-term (30-90 days).

Impact Justification

Standard lock-in disclosure for newly listed company affecting tradability of specific share categories but following regulatory requirements