Everything You Need to Know About Unlisted Shares in India 2025

Unlisted Shares in India in 2025

If you are someone who follows finance or invests regularly, you have probably heard the buzz about unlisted shares. From startups to major private companies, unlisted shares are becoming the talk of the town. But when it comes to accurate and simplified information, it is hard to find reliable guidance online.

That is why today, UnlistedKraft brings you a complete guide on unlisted shares in India. We will break down everything in simple words, give practical examples, and even tell you how to buy unlisted shares safely. By the end of this article, you will know the following:

  • What are unlisted shares?
  • Why do they matter?
  • How can you invest in them?
  • What are the risks associated with unlisted shares?
  • Some other important points associated with unlisted shares

So, stay with us till the very end, and we are sure that your knowledge about unlisted shares will improve, and you can make an informed decision when it comes to investment in unlisted shares.

What Are Unlisted Shares?

Unlisted shares are shares of companies that are not listed on major stock exchanges like NSE or BSE. They exist, they can be bought and sold, but these transactions happen privately rather than publicly. The following are examples of companies with unlisted shares:

For instance, you might have heard of OYO unlisted share price trends circulating in startup investor circles. Similarly, Swiggy unlisted share price is often discussed by high-net-worth investors looking for early opportunities. Now, we will explain why unlisted shares are talked about, discussed and looked at as an opportunity by investors, but before that, consider this example.

Practical Analogy to Unlisted Shares

Every summer, farmers bring mangoes to the mandi. Prices there are transparent, decided by demand and supply. But before reaching the mandi, the same farmer can sell some mangoes to local shops or traders at private rates. Prices vary, depending on trust, quality, and timing.
In this analogy:

  • Farmer is the company
  • Mangoes are its shares
  • Mandi is the stock exchange

Before listing on NSE/BSE, companies offer their shares privately. This private market, often unregulated, is called the grey market. Now, before we proceed, we need to understand how unlisted shares are actually made available in the grey market. 

How Are Unlisted Shares Issued?

Unlisted shares can enter the market through several routes. Let us understand these routes from the table below:

SourceWho Gets ThemPurpose
ESOPs (Employee Stock Ownership Plans)EmployeesReward and retain talent
Private PlacementsSelect investorsRaise early-stage capital
Pre-IPO AllotmentsHNIs, institutionsAnchor investment for IPO
Venture Capital / PE FundingVCs, Private EquityFund startup growth

For example, Tata Capital unlisted share price often comes from pre-IPO rounds before the company goes public. Similarly, investors keen on Paytm share price in its unlisted phase could enter through pre-IPO opportunities.

How Are Unlisted Shares Traded?

Since unlisted shares are not on stock exchanges, trading happens in informal or private markets. The following are some of the popular and convenient ways of trading unlisted shares:

  • OTC (Over-the-Counter) Deals: Direct transactions between buyer and seller.
  • Specialized Brokers & Platforms: Digital marketplaces like InvestKraft that help retail investors buy unlisted shares.
  • Private Networks: HNIs, family offices, and institutional investors.

Note: HNI stands for high-net-worth individuals.

For the month of October 2025, investors are keeping an eye on the MSEI unlisted share price and the Metropolitan Stock Exchange share price for select pre-IPO or private company transactions.

Comparison of Listed vs Unlisted Shares

Now, we have understood what are unlisted shares, now let us see what are the differences between listed and unlisted shares from the table below:

FactorListed SharesUnlisted Shares
Where tradedNSE, BSEGrey market, private deals, digital platforms
LiquidityHighLow
Price discoveryTransparentNegotiated
RiskModerateHigh
Return potentialSteadyCan be high or low

So, with unlisted shares like NSE unlisted shares, or of any other popular companies, may be riskier initially, but if after IPO, the prices skyrocket, then you can earn huge profits.

Who Maintains Records of Unlisted Shares?

This is a very important question that most of our readers usually ask. So, when it comes to record maintenance, the ownership is documented as follows:

  • NSDL & CDSL (Depositories): Demat account records.
  • Registrar & Transfer Agents (RTAs): Track ownership changes.
  • Company Filings with MCA: Legal reporting of shareholders.

Important Terms Related to Unlisted Shares

The following are some of the important terms related to unlisted shares, which you may encounter when investing in unlisted shares. We have simplified them for easy and better understanding:

  • Pre-IPO Shares: Shares sold before a company goes public. These are usually shares when IPO dates have been finalised. Example: pre-IPO shares of Paytm.
  • ESOPs: Employee stock options as incentives. Companies usually give shares to employees as a bonus or as an award.
  • Grey Market Premium (GMP): Extra price investors are willing to pay for shares before IPO.
  • Lock-in Period: A specific time frame during which investors cannot sell or transfer their shares after purchasing or allotment.
  • Fair Value / Valuation: Estimating the worth of shares when there’s no market price.
  • Liquidity Risk: The risk that you cannot sell shares quickly.

Example: If you bought Swiggy unlisted share price at ₹100, but later, no buyer is available, you are exposed to liquidity risk.

Why Do Investors Buy Unlisted Shares?

Now, as we know that rewards are high, but there are risks as well when it comes to unlisted shares, so now we come to another important question on why do investors buy unlisted shares:

  • Early Access: They can be part of a company before IPO.
  • High Returns: Potential for big gains if IPO succeeds.
  • Diversification: Adds variety beyond public markets.
  • Emotional Value: Owning shares of brands like CSK or Reliance Retail before listing.

For instance, pre-IPO investment in Paytm or Tata Capital unlisted share price rounds gave early investors substantial upside. Some of the popular unlisted shares whose prices are being observed are Swiggy unlisted share price, PharmEasy share price, and Polymatech share price in the grey market.

Risks of Unlisted Shares

Let us understand the risks associated with investment in unlisted shares from the following points:

  • Low Liquidity: Harder to sell quickly.
  • Valuation Uncertainty: No standardised market price.
  • Regulatory Risk: Less disclosure compared to NSE-listed companies.
  • High Volatility: Prices can swing widely around IPO announcements.

Tip: Today, if you are planning to invest in unlisted shares like NSE unlisted share or MSEI unlisted shares, always check the NSE unlisted share price today or the MSEI unlisted share price trends before making a decision.

Taxation Rules

Now, let us see what the taxation rules are that apply when it comes to investment and earnings associated with unlisted shares:

  • Shareholding is greater than 24 months: Long-Term Capital Gain (LTCG) taxed @20% (with indexation).
  • Shareholding is less than 24 months: Short-Term Capital Gain (STCG) taxed as per the income slab.
  • Dividends: Taxed as per the income slab.

How to Invest in Unlisted Shares with an Example

Investing in unlisted shares is simple if you invest through UnlistedKraft. We will explain the steps with an example. In this example, say, you want to invest in Oyo unlisted shares, then the following are the steps:

Step 1: Visit www.unlistedkraft.in

Search for the company’s unlisted in which you want to invest. Here, we are searching for Oyo. So, we will directly click on Oyo icon on the home page👇

Step-2 Enter investment quantity

Enter the number of units you want to buy and click on “Invest Now”👇

Step 3: Enter your mobile number

Also, you need to to verify the OTP.👇

Step 4: Read the risk disclosure

Once you read it it, check mark “I Understand.” and then click on “Proceed”👇

Step 5: Pay the amount

Please note that the settlement period is 5 working days from the transaction date.👇

Tip: If you want to see the unlisted shares price list in India, you can check from the UnlistedKraft website.

Future of Unlisted Shares in India

The following may be the future of unlisted shares in India:

  • Startup Ecosystem Growth: More companies offering pre-IPO shares.
  • Digital Platforms: Easier access for retail investors.
  • Regulatory Oversight: SEBI may introduce further rules for safer trading.

Conclusion

Unlisted shares give investors early access to promising companies before they hit the stock market. Yes, they carry higher risks, but the potential rewards can also be significant.
For retail investors, the golden rules are:

  • Research deeply.
  • Understand the risks.
  • Use trusted platforms like UnlistedKraft to buy unlisted shares or explore pre-IPO investing.

💡 If you want to explore unlisted shares India safely and see the best unlisted shares to buy, visit UnlistedKraft

Frequently Asked Questions

What are Unlisted Shares?

Unlisted shares, also known as unlisted equity shares or pre-IPO shares, are equity securities issued by private companies that are not traded on public stock exchanges like the NSE or BSE in India. These shares represent ownership in the company but are bought and sold privately through over-the-counter (OTC) transactions, often between promoters, founders, employees, venture capitalists, or select investors. Unlike listed shares, they lack the transparency and liquidity of public markets, as they are not subject to the same regulatory disclosures or real-time pricing.

Can retail investors buy Unlisted Shares?

Yes, retail investors in India can buy unlisted shares, though access is more restricted than for listed stocks. They can purchase through specialised brokers, online platforms like UnlistedKraft, private placements, angel networks, or Portfolio Management Services (PMS) and Alternative Investment Funds (AIFs) that invest in unlisted equities. Minimum investments may start as low as ₹5,000–₹50,000, but KYC verification (PAN, Aadhaar, Demat details) and demat account transfer are required. NRIs can also participate via NRO accounts with additional FEMA compliance.

Are Unlisted Shares legal?

Yes, unlisted shares are fully legal in India, provided transactions comply with SEBI regulations, Companies Act provisions, and FEMA for NRIs. They are traded OTC or via authorised intermediaries, and platforms must ensure demat transfers through CDSL/NSDL depositories. While less regulated than listed shares, SEBI monitors private placements and PMS/AIF investments to prevent fraud. Investors should verify seller authenticity and use registered brokers to avoid risks like non-delivery.

What is the biggest risk in Unlisted Shares?

The biggest risk is limited liquidity, as unlisted shares are not traded on exchanges, making it difficult to sell quickly without finding a willing buyer. This can result in extended holding periods (weeks to months) or forced sales at undervalued prices, especially during market downturns. Other notable risks include a lack of transparency (limited financial disclosures), valuation ambiguity (no standardised pricing), higher fraud potential from unregulated platforms, and volatility from company-specific events like funding failures. That is why we recommend UnlistedKraft for all unlisted share trading.

Do Unlisted Shares pay dividends?

Unlisted shares can pay dividends if the company declares them based on profitability and board policy, just like listed shares. Dividends are credited directly to the linked bank account via the demat holder. However, dividends from unlisted companies are rare, as many are growth-stage firms reinvesting profits rather than distributing them. If paid, they are taxed at the investor's slab rate (up to 30% plus cess/surcharge).

What is the lock-in period for pre-IPO shares?

For pre-IPO shares in India, there is no mandatory lock-in before the IPO. However, once the company lists via IPO, SEBI mandates a 6-month lock-in period for pre-IPO investors (non-promoters) from the listing date to prevent immediate selling and market volatility. Promoters face a longer 18-month lock-in (or 3 years for minimum promoter contribution). This applies to mainboard IPOs; SME IPOs may have a 1-year lock-in. Retail IPO allottees have no lock-in.

How are Unlisted Shares taxed?

In India (FY 2025-26), taxation on unlisted shares depends on holding period and type of income:

AspectShort-Term (Held less than or equal to 24 months)Long-Term (Held longer than 24 months)Notes
Capital GainsTaxed at slab rates (up to 30% + cess/surcharge)12.5% without indexation (effective FY25)Gains = Sale price - Cost; no STT applies
DividendsTaxed at slab ratesN/ATDS at 10% if greater than ₹5,000/year
Buyback GainsTreated as capital gains (per holding period)Same as aboveThe company pays 20% tax on the buyback
Gifting/TransferClubbed with the donor's incomeSame as aboveFMV used for valuation

Report in ITR-2/ITR-3 under "Capital Gains." NRIs face 10-20% withholding on LTCG.

Can I sell Unlisted Shares anytime?

No, you cannot sell unlisted shares "anytime" like listed ones due to low liquidity and OTC trading. Sales require finding a buyer via brokers or platforms, which may take days to weeks (or longer). Transactions involve demat transfers and paperwork, with no guaranteed quick exits. Pre-IPO shares face a 6-month post-listing lock-in.

Should I invest in Unlisted Shares?

Unlisted shares can be suitable for diversification and high returns (100–150% YoY potential in growth firms) but only for risk-tolerant investors with a long horizon (2–5 years). Allocate no more than 5–10% of your portfolio due to liquidity, transparency, and fraud risks. Ideal if you research via platforms and use regulated intermediaries; avoid if you need quick liquidity or are risk-averse.

Author Image
Author: Diwakar Singh

Diwakar Singh is a seasoned financial content strategist with over six years of experience in analysing and writing about financial instruments and markets.

 

An MBA gold medalist from IMT, he blends academic excellence with practical insight to craft clear and actionable content. His expertise spans banking, investments, insurance, capital markets, and emerging financial technologies.

Known for his research-driven approach and engaging style, Diwakar is recognised as a trusted voice helping readers and businesses navigate the evolving financial landscape with confidence.

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