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HomeResearchDecoding Lock-In Periods in IPOs: What Unlisted Investors, AIFs, and Employees Must Know
Research16 Jun 2025

Decoding Lock-In Periods in IPOs: What Unlisted Investors, AIFs, and Employees Must Know

Decoding Lock-In Periods in IPOs: What Unlisted Investors, AIFs, and Employees Must Know

In the unlisted shares market, one question keeps coming back —
"Mujhe IPO ke baad apne shares kab bechne milenge?"

Whether it’s a retail investor who picked up shares from the grey market, an AIF fund that backed the company early, or an employee who exercised ESOPs — the lock-in rules vary for each.

Take the example of Vikram Solar, a company now preparing to go public. Over the last year, several investors — from HNIs to private equity players — have acquired shares in the unlisted space. Now that the IPO is around the corner, they’re all asking the same thing:

Will I be free to sell on Day 1? Or will I be locked in for months?

This article simplifies the SEBI lock-in framework using Vikram Solar as a real-life context, and explains clearly what applies to unlisted buyers, AIF/PE funds, ESOP holders, promoters, and anchor investors.

Q&A: Understanding Lock-In Periods Before IPO – Vikram Solar Example

Q1: I’m a normal unlisted market investor who bought Vikram Solar shares in March 2024. What is my lock-in after the IPO?

Answer:
As a non-promoter public investor, your shares will be locked in for 6 months from the date of IPO allotment.

Example:
If Vikram Solar gets listed on 15th July 2025, your shares will be locked till 15th January 2026.


Q2: What if I’m an AIF/PE fund and I bought shares of Vikram Solar in October 2023?

Answer:

If you’re an Alternative Investment Fund (Category I or II) or Private Equity investor, and you acquired shares at least 6 months before the IPO filing, your shares are generally not subject to lock-in post listing, unless:

  • You are selling in the IPO and

  • You or your group holds more than 20% of the pre-offer capital.

Example:

  • Bought shares on 1st October 2023

  • IPO filed on 15th April 2024
    ➡️ Lock-in does not apply post listing, if not a large seller.


Q3: What if I’m an AIF/PE investor and I bought shares of Vikram Solar just 3 months before IPO filing?

Answer:

Then, your shares will be locked in for 6 months from the date of purchase.

Example:

  • Bought shares on 15th February 2025

  • IPO lists on 15th July 2025
    ➡️ Lock-in ends on 15th August 2025


Q4: I’m an employee and I exercised ESOPs in Vikram Solar before the IPO. What is my lock-in?

Answer:

If the ESOPs were exercised under a SEBI-compliant scheme before IPO, there is no formal lock-in post-listing.

However, the company may voluntarily declare an intention (e.g., KMPs may not sell for 3 months post listing), but this is not a SEBI-mandated lock-in.

Example:

  • You exercised ESOPs in January 2024
    ➡️ Shares can generally be sold on listing, unless the company has a specific restriction.


Q5: What about the Promoter’s shares in Vikram Solar?

Answer:

  • 20% of post-offer capital (promoter contribution) = Locked for 18 months

  • Excess promoter holding = Locked for 6 months
    From the IPO allotment date


Q6: I’m an anchor investor. What is my lock-in period?

Answer:

  • 50% of shares = Locked for 90 days from allotment

  • Remaining 50% = Locked for 30 days from allotment

Example:

Allotment Date: 10th July 2025

  • 50% locked till 8th October 2025

  • 50% locked till 9th August 2025


Summary Table:

Investor Type

Lock-in Period

Starts From

Normal Unlisted Buyer6 monthsIPO Allotment Date
AIF/PE (≥6 months pre-IPO)No lock-in
AIF/PE (<6 months pre-IPO)6 monthsDate of Purchase
ESOP HoldersNo lock-in (if compliant)— (voluntary declaration may apply)
Promoter (20%)18 monthsIPO Allotment Date
Promoter (excess)6 monthsIPO Allotment Date
Anchor Investors30–90 daysIPO Allotment Date

Disclaimer: This article is for informational purposes only and is not investment advice, nor an offer to buy or sell any security. Unlisted share prices are indicative. Please do your own research or consult a SEBI-registered advisor before investing.
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