The short answer
In a main-board IPO, SEBI's Issue of Capital and Disclosure Requirements (ICDR) Regulations, 2018 lock in the entire pre-issue capital held by persons other than the promoters for six months from the date of allotment in the IPO (Regulation 17(1)). Promoters are locked in separately and usually for longer (Regulation 16). Some holders, including certain employee shareholders and venture capital or AIF investors, follow different rules.
So the general clock starts when the IPO shares are allotted, not on the day you bought your pre-IPO shares.
Who is locked in, and for how long
| Holder | Lock-in period | Counted from | Rule |
|---|---|---|---|
| Persons other than promoters (general rule) | Six months | Date of allotment in the IPO | Reg. 17(1) |
| Venture capital fund, Category I or II AIF, foreign venture capital investor | At least six months | That holder's date of purchase (special counting rules for converted and bonus shares) | Reg. 17(1), proviso (c) |
| Employees: shares allotted under an ESOP, ESPS or SAR scheme before the IPO, and shares held by an employee stock option trust | Outside the general rule (conditions apply) | Employee shares follow the SEBI Share Based Employee Benefits and Sweat Equity Regulations, 2021 | Reg. 17(1), provisos (a) and (b) |
| Promoters: minimum promoters' contribution | Eighteen months, or three years if most of the issue proceeds (excluding the offer for sale) are for capital expenditure | Date of allotment in the IPO | Reg. 16(1)(a) |
| Promoters: holding above the minimum contribution | Six months, or one year in the capital-expenditure case | Date of allotment in the IPO | Reg. 16(1)(b) |
| Superior-rights (SR) equity shares | Until conversion into ordinary equity shares, or the Reg. 16(1) period, whichever is later | As stated in the rule | Reg. 16(2) |
The ESOP exception applies only if the issuer has made the full disclosures required by Schedule VI Part A of the ICDR Regulations. The minimum promoters' contribution can also include contributions by certain other holders named in Regulation 16(1)(a). Scope: this page covers main-board IPOs only. SME IPOs have their own rules, which are not covered here.
What "locked in" means in practice
Locked-in shares cannot be transferred during the lock-in period. Where a lock-in cannot be created on the shares themselves, the issuer instructs the depositories to record them as "non-transferable" for the lock-in period (Regulation 17(2), in force from 21 March 2026). Pledged shares have a separate depository mechanism set out in a SEBI circular dated 8 April 2026.
In your demat statement, look for a lock-in or non-transferable marking and its end date against the holding.
How to find the lock-in for your own shares
- Read the offer document. The DRHP, RHP and final Prospectus describe the lock-in for promoters and other shareholders. Search the document for "lock-in"; the details usually sit in the capital structure section.
- Identify your holder category. Are you a general non-promoter shareholder, an employee holding ESOP shares, or an AIF or venture capital investor? Your category decides which rule applies.
- Note the allotment date. For the general rule, the six months run from the date of allotment in the IPO, which is published in the basis-of-allotment notice.
- Check your demat statement. Your depository participant can confirm the lock-in marking and end date shown against your holding.
- Ask the issuer or its registrar in writing if anything is unclear, before you plan any sale.
Estimate a lock-in end date
Pick the rule that applies to you and enter the start date. "Capex case" means most of the issue proceeds (excluding the offer for sale) are for capital expenditure. This gives an approximate calendar date only. The exact end date for your shares is the one shown in the offer document and your demat statement.
What the end of a lock-in does not mean
The end of a lock-in only removes this particular transfer restriction. It does not guarantee a buyer, a price or any return. The listing price, and the price after the lock-in ends, can be lower than what you paid. A listing itself is never guaranteed: an IPO can be delayed or withdrawn.
If you are considering buying pre-IPO shares, plan for holding them through a lock-in, and read our five checks before you deal before agreeing a price.
Sources
- SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, Gazette consolidation as amended up to 21 March 2026: Regulations 16 and 17 (PDF pages 28–31).
- SEBI list of regulations, showing the ICDR Regulations as last amended on 21 March 2026: sebi.gov.in.
- SEBI circular dated 8 April 2026 (No. HO/49/(17)2026-CFD-POD2/I/8965/2026) on the depository framework where a lock-in cannot be created.
Last verified against the sources above on 2 November 2026.