An analytical overview of how SEBI’s lock-in framework operates across Mainboard and SME IPO transactions.
Every IPO transaction carries a lock-in obligation. Yet, in practice, it often receives less analysis than the rest of the part of transaction architecture. Many practitioners treat lock-in as an offer document disclosure item: identify the applicable periods, record them against the relevant securities in the offer document, and move on. That is a risky starting point.
A proper lock-in analysis begins with three questions. Who qualifies as a promoter of the issuer? Which promoter securities can be counted towards the Minimum Promoters’ Contribution (MPC)? Which securities sit outside that bucket as Excess Promoter Holding? Unless those questions are tested in the correct order, the error can travel into the offer document and the consequences in depository lock-in marking and post-listing obligations.
