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    investingIntermediate 7 min read

    How to Buy Unlisted Shares in India: Process, Risks & Taxation

    Key Takeaways

    • Unlisted shares are bought off-market through dealers/brokers and delivered directly to your Demat account via ISIN.
    • Prices are negotiated, not exchange-discovered - always compare quotes and buy through a SEBI-registered intermediary.
    • Pre-IPO shares carry a 6-month lock-in after the company lists.
    • Held over 24 months, unlisted share gains are LTCG taxed at 12.5%; under 24 months they're taxed at your slab rate.

    What are unlisted shares?

    Unlisted shares are equity in companies that haven't (yet) listed on the NSE or BSE - think NSE itself, Tata Capital, or late-stage startups. Investors buy them hoping to enter before a potential IPO at a lower valuation.

    How the purchase actually works

    Unlike listed stocks, there is no exchange order book. The process is an off-market transfer:

    1. Choose a dealer - a broker or platform that holds or sources the shares. Work only with SEBI-registered intermediaries like Parasram India's Unlisted Space.
    2. Get a quote - price per share and minimum lot are negotiated, not fixed. Quotes vary between dealers, so compare.
    3. Pay and transfer - you pay the dealer; the shares are transferred to your Demat account using the company's ISIN via an off-market DIS (delivery instruction slip) transaction, typically within 24-48 hours.
    4. Verify - the holding appears in your Demat statement like any listed share.

    You need an ordinary Demat account - nothing special.

    The risks nobody should gloss over

    • Illiquidity - there's no exchange to sell on. Exiting means finding a buyer (often the same dealer network) or waiting for an IPO.
    • Valuation opacity - prices reflect dealer supply/demand, not audited market discovery. Overpaying is the most common mistake.
    • Information gaps - unlisted companies disclose far less than listed ones.
    • Lock-in - pre-IPO shareholders face a 6-month lock-in from the listing date, so you cannot sell immediately after a hot IPO.
    • IPO uncertainty - the IPO may be delayed, repriced or shelved.

    A sensible allocation is a small, patient slice of your portfolio - money you won't need for years.

    How unlisted gains are taxed

    Holding periodClassificationTax (FY 2025-26)
    ≤ 24 monthsSTCGYour slab rate
    > 24 monthsLTCG12.5%

    Note the longer 24-month threshold versus 12 months for listed shares. After the company lists, the shares become listed securities and future gains follow listed-share rules.

    Why buy through a full-service broker?

    The unlisted market has no SEBI order-matching protections - your counterparty is the trade. A registered broker gives you verified inventory, documented transfers, and a real office to walk into if anything needs fixing.

    Browse verified pre-IPO opportunities with live indicative prices at Unlisted Space, or call the Panipat branch for current quotes.

    Disclaimer: This article is for educational purposes only and is not investment advice. Investments in securities are subject to market risks. Please consult a SEBI-registered advisor before investing.

    Ready to start investing?

    Open a free Demat account with Parasram India - SEBI-registered since 1970, with real branch support in Panipat.

    Open Free Demat Account

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