How to Invest in Unlisted Shares?
🇮🇳 India · Mumbai
Secondaries in India
India has the region’s deepest, most retail-visible market for unlisted and pre-IPO shares — with a whole ecosystem of desks built to trade them.
SEBIGuidance steers trades toward regulated intermediaries
OTCSpecialist desks match buyers with exiting holders
HNIBest suited to accredited high-net-worth investors
Platform names per public SEBI-context reporting, 2025; not an endorsement of any platform.
A mature unlisted-share market
Where most of Asia trades private shares through bilateral deals, India has built a visible cottage industry around them. A cluster of platforms — UnlistX, Precize, PrePublic, and UnlistedZone among them — run over-the-counter desks that match buyers with employees, early investors, and other holders looking to exit unlisted and pre-IPO stock, and publish indicative prices and company research.
SEBI guidance stresses that unlisted-share transactions should run through regulated intermediaries, so the credible desks operate with that framework in mind rather than as informal brokers.
Who it suits
Unlisted equity is generally recommended only for high-net-worth individuals with a long horizon: pricing is indicative, liquidity is limited, and information is thinner than for a listed stock. The upside is genuine access to sought-after private names well before they list.
Tax rules are the homework
India taxes unlisted shares on their own track, and the numbers changed in the July 2024 budget: gains on unlisted shares held more than 24 months are long-term, taxed at 12.5% without indexation; shorter holds are taxed at the investor’s slab rate. Off-market transfers move through the demat system with a small stamp duty, and — a trap for the unwary — transactions priced below the shares’ fair market value can trigger additional tax in the buyer’s hands under the deemed-income rules. None of this is exotic, but it rewards doing the arithmetic before agreeing a price.
There is also a timing wrinkle every unlisted-share buyer learns: when a company lists, pre-IPO shareholders are typically locked up for six months post-listing, so the exit is never quite as immediate as the IPO headline suggests.
The deals in view
India’s unlisted market has real deal flow to point to. The National Stock Exchange itself is the market’s most famous unlisted stock — reportedly among the most widely held pre-IPO shares in the country while its own listing has been pending for years. Quick-commerce leader Zepto saw a reported $250 million secondary block trade ahead of its IPO filings, and its IPO structure includes a large offer-for-sale — existing investors selling — while PhonePe shelved an IPO that would have been mostly an offer-for-sale by Walmart and other early backers. On the employee side, Razorpay has run repeated ESOP buybacks, its fourth alone worth $75 million across 650 employees. Sources for each are on our deal tracker.
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Curated from regional investors, platforms, and financial media
Frequently asked questions
How are gains on unlisted shares taxed in India?
Post-July 2024 rules: gains on unlisted shares held over 24 months are long-term capital gains taxed at 12.5% without indexation; shorter holds are taxed at your slab rate. Below-fair-market-value purchases can also trigger deemed-income tax for the buyer. Confirm current rules with a chartered accountant.
Is buying unlisted or pre-IPO shares legal in India?
Yes. Unlisted shares are bought and sold privately, and SEBI guidance directs that such transactions be conducted through a regulated intermediary. Reputable OTC platforms operate within that framework.
Who should buy unlisted shares in India?
They are generally recommended for accredited high-net-worth individuals with a long investment horizon, given limited liquidity, indicative pricing, and thinner disclosure than listed equities.
How is the price of an unlisted share set?
There is no public quote, so pricing is indicative — informed by the last funding round, recent private transactions, and platform research, then negotiated between buyer and seller.
Start with the basics
New to buying and selling existing startup stakes?Secondaries Explained walks through the mechanics, pricing, and pitfalls of secondary transactions in plain language — and it applies across every market on this site, India included.