Unlisted Shares

Yes, it is legal to buy unlisted shares. However, one must be cautious when investing one's money as the market for unlisted securities is illiquid, risky and unregulated.

No, once a company is listed, its shares can be traded on a recognized stock exchange.

When a listed company issues new shares, it may be in the form of a follow-on public offering, bonus or rights issue. They are part of the primary market and are not traded as unlisted shares.

You can sell the unlisted shares in one of the following ways:

• Sell to interested buyers directly or through a dealer or broker.
• Sell them as soon as the company goes public after the IPO is announced.
• Participate in the buyback when it is announced by the company.
• Acquisition of the company by another listed company.

It is a good idea to buy unlisted shares provided you have analysed and researched the company you want to invest in.

The unlisted shares help in diversifying the investments. Also, invest surplus funds that are not needed immediately, as the waiting time to receive the expected return on unlisted shares can be long.

You can buy unlisted shares through brokers or dealers.

Steps to buy unlisted shares:

• Find a broker who deals in unlisted shares.
• Call or email them expressing your desire to buy the unlisted shares.
• Complete the KYC with the broker with PAN, Aadhar, Cancelled cheque copy and Demat Client Master List.
• Place an order for the desired shares at an agreed price.
• Transfer the amount to the account specified by the broker/dealer.
• The shares will be credited to the Demat account after 1-2 working days.

You can also buy the unlisted shares if you find a buyer directly who wants to sell his shares.

The unlisted shares are dealt over the counter.

Unlisted shares are the shares of startups, employees, promoters, IPO aspirant companies. Unlisted shares can be bought or sold directly or through brokers who specialize in trading unlisted shares.

The minimum ticket/lot size for investing in unlisted shares is slightly higher. You can check the price at which the unlisted share is trading and then agree on a price that suits both parties.

Unlisted shares are those shares which are not yet admitted to public trading on the platform of a recognised stock exchange/exchange. Unlisted shares include the following:

• Shares of Pre-IPO companies.
• Shares of new-age companies or start-ups.
• Shares of delisted companies.
• Shares of the promoters who want to offload their stake.

Listed shares are shares that can be publicly traded on the stock exchange, while unlisted shares can be traded over the counter.

Features of listed shares:

• Trading regulated by SEBI and exchanges.
• High liquidity.
• Easy and immediate exit route available.
• Online trading through web or broker App.
• Investment can start with a minimum one share except for SME stocks.

Features of unlisted shares:

• Governed by Companies Act.
• Wait period for exit may be long.
• Minimum investment amount is generally high.
• Trading is done mostly over phone calls.

Unlisted stocks offer investors the opportunity to invest in early stage companies. You can invest in start-up or pre-IPO companies that have good prospects. Since you are investing at an early stage, there is a possibility of earning high returns if the company flourishes later on.

It is very important to analyse and study the company you want to invest in and be clear about your financial goals, as unlisted shares generally have a longer time horizon to generate the expected returns.

Unlisted shares are traded through brokers who specialise in trading unlisted shares. Trading in unlisted shares is usually done through telephone calls and is described below:

• The investor can find a good broker through the Internet and contact them.
• Discuss the minimum number of shares and the price.
• Once agreed, fill the KYC with the broker. (PAN, Aadhar, Demat Client Master List, Cancelled Cheque copy ).
• Pay the broker with the agreed transaction amount.
• The broker will credit the shares to the demat account within 2 working days.

Note: The price quoted by brokers is usually net of all charges, i.e. commission and stamp duty.

You can contact the broker through whom the shares were purchased or find another broker through whom you wish to trade.

Steps to sell the unlisted shares:

• Finalize the broker.
• Quote and agree the price with the selected broker.
• Transfer the shares to the Demat account of the broker.
• Broker will transfer the funds to your account via the chosen mode of payment.

Note: Unlisted shares cannot be sold immediately after listing, as a lock-in period of 6 months applies after listing.

You can buy unlisted shares in India through a broker who facilitates or specializes in unlisted shares trading.

Steps to buy unlisted shares in India:

• Agree the price and quantity with the broker.
• Share your PAN, Aadhar, Demat Client Master List and copy of cancelled cheque with the broker.
• Transfer the funds to the broker account.
• Receive the shares in Demat account in 2 working days.

The long-term capital gains (LTCG) on unlisted shares becomes applicable when such stock is sold after a holding period of 24 months.

LTCG on unlisted shares is taxed at a rate of 20%, with the indexation benefit. The indexation benefit helps to adjust the purchase price of the asset to the effects of inflation, so that the taxation is fair.

Let us take a simple example to understand the calculation of LTCG on unlisted shares:

An investor invested Rs 85,000 (170 shares purchased at Rs 500) in an unlisted stock ABC in August 2019. In March 2023, he sells the stock at Rs 650 and receives Rs 110,500. Since the holding period is more than 24 months, the gains would be taxed as LTCG at the rate of 20%. The investor gets the benefit of indexation.

To account for indexation benefit, investors should look for the Cost of Inflation Index (CII) that is published each year on the Income tax website and recalculate the purchase price of the stock. The CII for August 2019 is 289 and that for March 2023 is 331. Thus, considering the inflation over the years, the purchase power of the same stock in March'23 would be Rs 97352 (331 * 85000 / 289).

Thus, the LTCG of 20% would be applicable on 13,148 (110,500 - 97,352) instead of 25,500 (110,500 - 85,000)

Yes, the unlisted shares can be dematerialized. Nowadays, unlisted shares are traded only in dematerialized form.

If you hold shares in physical form, you should have them dematerialized because physical share certificates will soon disappear even for unlisted shares.

Brokers require the client master list of the demat account as one of the KYC documents when an investor wants to buy unlisted shares.

Yes, unlisted shares can be sold provided you find the right price and buyer.

Some of the exit strategies for unlisted shares that will help you sell your shares include :

• IPO announcement.
• Selling it back to the broker (provided the broker/dealer is ready to buy it)
• Buyback announcement by the company.

However, once the Company announces an IPO, these shares become pre-IPO shares and are subject to a lock-up period of six months from the date of listing.

Unlisted shares are safe, provided they are purchased after proper analysis.

Investing in unlisted stocks involves some risk because, unlike listed companies, not much information is available about the company. However, if an investor is aware of the business overview, company prospects, and vision, it provides a very good opportunity to invest in unlisted stocks. The unlisted shares offer investors an early entry into the company at a reasonable price. If the company performs as expected, it can certainly reap handsome profits.

Yes, indexation is allowed on unlisted shares on long term capital gains.

Long-term capital gains are taxable at a rate of 20% on unlisted shares sold after a holding period of 24 months. Unlisted shares are ideally intended for long-term investment. Since the holding period is long, the indexation benefit is allowed to adjust the purchase price for the effects of inflation over the years to ensure fair taxation.

No, there is no STT applicable on unlisted shares.

The STT is the securities transaction tax levied on transactions that are traded on a stock exchange. Since unlisted shares are not traded on the stock exchange, the STT is not payable on unlisted shares.

Yes, stamp duty is payable on unlisted shares.

Stamp duty is mandatory on any transfer of shares from one account to another, regardless of whether the shares are listed or unlisted. The current stamp duty rate for the transfer of unlisted shares is 0.015% of the market value.

Unlisted shares offer investors the opportunity to earn good returns if they invest in the right stocks at the right time.

Unlisted stocks offer the following advantages :

• Allows investors to invest in the early stages of the business.
• Allows investors to invest at a reasonable price in IPO aspirant companies.
• Can offer high returns over the long term as companies with good prospects can offer handsome returns.
• Helps diversify investments.

Zerodha does not offer trading in unlisted shares, but you can buy unlisted shares in a Zerodha Demat account.

You can provide your Zerodha demat account details to the unlisted broker to receive credit for unlisted shares in that account. There are no restrictions on the use of the Zerodha Demat Account for holding unlisted shares. You cannot use Zerodha's trading account for trading in such shares as Zerodha is a broker registered with SEBI to facilitate trading of securities through the exchange floor.

Groww does not offer trading in unlisted stocks. However, you can use Groww's demat account to hold unlisted shares.

You can find out if the shares are listed or unlisted by using a stock exchange website or your trading platform.

To find out whether the shares are listed or unlisted, enter the name of the said share in the share search box on the BSE or NSE website, or enter the name of the share in the watchlist on your broker's trading app or on your web platform. If the name of the stock appears, the stock is listed, otherwise it is unlisted.

Yes, you can sell unlisted shares after listing post the expiry of lock-in period.

The Pre-IPO shares are subject to a lock-up period of six months from the date of listing. Once the IPO is announced, you cannot sell the pre-IPO shares immediately, either through an unlisted broker or through the stock exchange. You must wait six months after listing.