Unlisted Shares: The Complete Guide

Unlisted shares have become one of the most talked-about ways for Indian investors to access high-growth companies early. This complete guide explains what unlisted shares are, how to buy and sell them, how they are priced and taxed, and the benefits and risks you should weigh before you invest. When you are ready to act, you can browse live prices on the unlisted shares catalogue or request today's full unlisted share price list.

What are unlisted shares?

Unlisted shares are equity shares of a company that are not listed or traded on a recognised stock exchange such as the NSE or BSE. Because there is no exchange order book, they are bought and sold privately — "off-market" — and transferred directly between demat accounts. Investors buy unlisted shares to gain exposure to promising private businesses, employee-owned stock (ESOPs), and pre-IPO companies before they list publicly.

How do unlisted shares work?

Unlisted shares change hands through negotiated deals rather than a live market. A buyer and seller agree an indicative price, the buyer completes KYC, and the shares move from the seller's demat account to the buyer's through an NSDL or CDSL off-market transfer, settled on a T+1 basis with a contract note. There is no daily ticker, so prices are indicative and update as new transactions and information emerge.

How to buy unlisted shares in India

Buying unlisted shares through an advisory platform like Neoma Capital follows five steps:

1. Connect with an advisor. Share your goals, budget and horizon so we can shortlist suitable scrips.
2. Choose your company. Browse the live catalogue, filter by sector, and review research-backed indicative prices.
3. Complete KYC. Finish a digital KYC in under 15 minutes; our operations team handles the paperwork.
4. Off-market transfer. Pay and receive the shares demat-to-demat via NSDL or CDSL, with a full audit trail.
5. Monitor and exit. Track performance and get exit advice — secondary sale, buyback, or selling post-listing.

How is the price of unlisted shares determined?

Because there is no exchange, unlisted share prices are indicative and driven by supply and demand in the private market, the company's financials, recent funding rounds or secondary transactions, valuations of comparable listed peers, and overall sentiment. Neoma Capital publishes a research-backed indicative price upfront and confirms the final price before any transfer. You can check current levels on the daily price list and model outcomes with our free investor tools.

Taxation of unlisted shares in India

The holding period for unlisted shares is 24 months. Gains on shares held for more than 24 months are treated as long-term capital gains (LTCG) and taxed at 12.5% (plus applicable surcharge and cess) without indexation under the current regime. If held for 24 months or less, gains are short-term and taxed at your applicable income-tax slab rate. Tax rules change and depend on your circumstances, so confirm the current treatment with a qualified tax advisor before you transact.

Benefits of investing in unlisted shares

• Early access: invest in strong businesses before an IPO, often below the eventual listing price.
• Diversification: exposure to companies and sectors not available on the public market.
• Long-term compounding: the potential to hold through a company's highest-growth phase.
• Portfolio differentiation: returns that are less correlated with day-to-day market noise.

Risks to understand

• Lower liquidity: exits depend on finding a buyer, a buyback, or a listing.
• Valuation uncertainty: prices are indicative and can move sharply on new information.
• No guaranteed IPO: a listing may be delayed or may not happen at all.
• Disclosure gaps: private companies disclose less than listed ones, so research matters.

This is why every scrip in the Neoma Capital catalogue is reviewed for company financials, promoter history and industry dynamics. For a tailored plan, explore our HNI advisory service.

How to sell or exit unlisted shares

You can exit unlisted shares in three main ways: a secondary sale to another private buyer, a company buyback, or by selling on the exchange once the company completes its IPO and lists (subject to any lock-in). Neoma Capital provides exit advisory and helps match sellers with buyers so you can realise your investment at the right time.