How to Buy and Sell Unlisted Shares in 2025: A Step-by-Step Guide

Unlisted shares have become one of the hottest investment themes in India. From early access to high-growth companies like NSE, Reliance Retail, and Tata Technologies to portfolio diversification, investors are increasingly showing interest in the unlisted shares market.

But buying and selling unlisted shares is not the same as trading listed stocks on the NSE or BSE. It requires a different approach, involves trusted intermediaries, and comes with its own set of risks and documentation.

If you're wondering how to buy and sell unlisted shares in 2025, this guide will walk you through the process step by step. Whether you're a retail investor, HNI, or someone just getting started, you'll find everything you need to make informed decisions.

What Are Unlisted Shares?

Unlisted shares are the equity shares of companies that are not listed on any recognized stock exchange like NSE or BSE. These companies may be in early stages, backed by venture capital, or mature institutions preparing for an IPO in the future.

Examples include (as of July 2025):

• National Stock Exchange (NSE)
• Reliance Retail
• Tata Technologies
• Paytm Money (before its merger)
• PharmEasy

These shares are usually traded in the grey market, and transactions are facilitated by private intermediaries.

Why Are Investors Interested in Unlisted Shares?

The growing interest in unlisted shares is driven by several factors:

• Pre-IPO access: Investing before a company goes public can offer substantial upside if it lists at a premium.

• Diversification: These shares allow exposure to companies not available in listed markets.

• High-growth potential: Especially in sectors like fintech, consumer tech, and alternative energy.

How to Buy Unlisted Shares in 2025: Step-by-Step

Step 1: Identify the Right Unlisted Companies

Start by researching companies that are

• Well-established with consistent financials
• Likely to go public in the near future
• Backed by strong promoters or institutional investors

Tip: Follow fintech platforms, wealth advisors, and market analysts who regularly track the unlisted shares space.

Step 2: Choose a Reputable Intermediary or Platform

You cannot buy unlisted shares directly from an exchange. Instead, you need to work with:

• SEBI-registered intermediaries
• Unlisted share brokers
• Investment advisory firms
• Platforms specializing in pre-IPO investments

Ensure the platform has proper KYC norms and a transparent dealing process.

Step 3: Understand the Pricing

Unlisted share prices are not fixed. They are influenced by:

• Demand and supply
• Financial performance of the company
• Expected IPO valuation
• Past trades in the grey market

Ask the intermediary for the latest indicative price and any recent transaction data to make a fair comparison.

Step 4: Complete the Documentation

To proceed with the purchase, you’ll typically need:

• PAN card
• Aadhaar or other address proof
• Demat account details
• Bank account details for fund transfer

Some intermediaries may also ask for a basic investor risk profiling form.

Step 5: Make the Payment and Receive the Shares

Once documentation is verified, you’ll transfer funds directly to the seller or intermediary (depending on the platform's structure). The shares are then transferred to your demat account.

Time taken: 2–5 business days

Always ask for a transaction receipt and verify the credit in your demat account.

How to Sell Unlisted Shares in 2025?

If you already hold unlisted shares and wish to sell them, follow this process:

Step 1: Get the Latest Market Price

Check the current market value of your shares by contacting intermediaries or checking unlisted platforms.

Step 2: Find a Buyer

The intermediary or platform will help you connect with a buyer. You can also sell to institutional or HNI investors.

Step 3: Sign Off on Transfer

Once the price is agreed, you’ll initiate the off-market transfer through your depository participant (NSDL or CDSL).

Step 4: Receive the Funds

You’ll receive payment after the buyer confirms receipt of shares in their demat account. Ensure you work through trusted parties to avoid delays or fraud.

Taxation Rules on Unlisted Shares in India

As of 2025, here’s what you should know:

• Holding period: Unlisted shares must be held for at least 24 months to qualify as long-term capital gains (LTCG).

• LTCG tax: 20% with indexation benefits

• STCG tax: Short-term gains are taxed at your applicable slab rate.

Always consult a tax advisor before selling large volumes.

Key Points to Remember

• Unlisted shares are not regulated the same way as listed equities. Always work with verified sources.

• There is a lock-in period post-IPO (usually six months) for pre-IPO investors.

• Liquidity is lower than listed markets, so invest only a portion of your portfolio.

• Don’t chase hype; invest based on fundamentals.

Final Thoughts

Investing in unlisted shares can be a powerful way to tap into high-growth businesses before they hit the public markets. But it requires diligence, patience, and the right partners.

If you’re ready to explore this space in 2025, begin by educating yourself, identifying trusted intermediaries, and focusing on quality over speculation. And as always, invest only what you can afford to hold long-term.

The market for unlisted shares is evolving; those who move with clarity and caution can benefit significantly.

You Might Find Interesting - What Happens to Unlisted Shares After an IPO? A Complete Guide for 2025 Investors

Frequently Asked Questions (FAQs)

Q1: Can retail investors buy unlisted shares?

Yes, but access is typically easier for HNIs or through platforms that allow fractional ownership.

Q2: Are unlisted shares safe to invest in?

They carry a higher risk than listed stocks due to lower liquidity and less regulatory oversight. Choose well-known companies and verified dealers.

Q3: How do I know the real value of an unlisted share?

Compare with recent deals, financial reports, and estimated IPO valuations. Always ask for deal history and justification from the seller.

Q4: What happens to unlisted shares after an IPO?

They convert into listed shares. You can sell them in the open market after the lock-in period (typically six months).