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Invest · Unlisted shares

Unlisted and pre-IPO shares

Shares of companies that have not listed on a stock exchange yet. They can let you invest before an IPO, but prices are set by a small market, information is limited and selling can take time. Best kept to a small part of a large portfolio.

24 monthsholding for long-term tax treatment
12.5%long-term capital-gains tax
6 monthstypical lock-in after an IPO for pre-IPO shares
Dematshares are held in your own demat account

How it works

Unlisted shares are bought from existing shareholders, such as employees, early investors or dealers, at a negotiated price. Once you pay, the shares are transferred into your demat account by an off-market transfer, so you hold them like any other share.

If the company later lists, pre-IPO shareholders generally cannot sell for six months from the IPO allotment date.

Pricing and information

There is no exchange price. Quotes come from dealers and can differ widely, often with a large spread between buying and selling. Annual reports, filings with the Registrar of Companies and the draft IPO prospectus, if there is one, are the main sources. We go through them with you before you buy.

Who it suits

  • Experienced investors with a well-diversified core portfolio.
  • Money that can stay invested for several years with no guarantee of an exit.
  • A small allocation, often a few per cent of the portfolio.

Tax

  • Held more than 24 months: taxed at 12.5% on the gain, without indexation.
  • Held 24 months or less: taxed at your slab rate.
  • If the company lists, sales on the exchange follow listed-share rules, with the holding period counted from your purchase.

Capital gains tax calculator →

Risks

  • Liquidity: there may be no buyer when you want to sell.
  • Valuation: you may pay more than the eventual IPO price; listings can be delayed or cancelled.
  • Limited information, and less regulation of the trade itself than on an exchange.

How we help

We give you valuation context against listed peers, explain the transfer and settlement process, check the share transfer is completed into your demat, and tell you what we earn on the transaction before you invest.

How we work with you

  1. What you are looking forSectors, amount and how long you can stay invested.
  2. The company and the priceFinancials, peers and the deal terms.
  3. TransferPayment and off-market transfer into your demat.
  4. Follow-upCompany updates, IPO news and tax at sale.

Common questions

Is buying unlisted shares legal in India?

Yes. Shares of unlisted public companies can be bought and transferred into a demat account, with stamp duty paid on the transfer.

Can I sell pre-IPO shares on listing day?

Usually not. Pre-IPO shareholders are typically locked in for six months from the IPO allotment date.

How are unlisted shares taxed?

Held more than 24 months: 12.5% on the gain. Held less: at your slab rate.

How much should I put into unlisted shares?

A small part of a large, diversified portfolio, only money that can stay invested for years.

Talk to us about unlisted shares

A first conversation is free. We reply within one working day.

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Investments are subject to market risks; returns are not guaranteed. Read the offer documents before investing. Tax rules described are those in force for 2025-26 and can change; they are general information, not tax advice for your situation. See our disclosures.

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