Investing in unlisted shares in India is becoming one of the most talked-about wealth creation strategies, especially among HNIs, mass affluent investors, startup enthusiasts, and long-term equity investors. Many investors made significant returns by investing early in companies like NSE, Groww, OYO etc before their IPO plans gained traction.

This guide explains unlisted shares in simple language, along with risks, taxation, how to invest safely, platform selection checklist, and current unlisted share opportunities.

What Are Unlisted Shares?

Unlisted shares are shares of companies which have not come up with their IPO yet and are not available for trade on stock exchanges. Companies which are at their intial or growth stage and can efficiently grow using private capital often choose to go public after reaching substantial scale and profitability, as this helps maximize valuation and enables promoters and early investors to partially exit or monetize their stake through the IPO.

You cannot buy Unlisted shares through platforms like Zerodha, ICICI Direct, or Groww.

Instead, they are bought and sold privately through :

• Wealth managers
• Specialized unlisted share platforms
• Private transactions
• Early Investors or employees selling ESOPs

‍Why Are Investors Interested in Unlisted Shares?

Because investors want to invest early, before the company becomes famous and expensive.

Example in simple terms:

Imagine buying property in an undeveloped area at ₹2,000 persq ft. After development, price becomes ₹10,000 per sq ft.

Same happens with unlisted shares.

Why Companies Remain Unlisted?

Companies remain unlisted because :

• They are still growing
• They do not need public money yet
• They want to expand privately first
• They are preparing for IPO

India currently has thousands of strong unlisted companies, many planning IPOs in next 2–5 years.

Benefits of Investing in Unlisted Shares

1. Opportunity to Earn High Returns

This is the biggest attraction.

When companies grow and later launch IPO, share prices usually increase.  Companies at growth phase before ipo are priced lower and once their size increases so their stockprices also increase near to their ipo

This is called Pre-IPO investing profit

2. Invest in India’s Fast Growing Companies Early

India’s economy is growing at 6–7% annually, andsectors like fintech, exchanges, and startups are growing even faster.

By investing in unlisted shares, you participate early inthis growth.

3. Less Daily Market Volatility Stress

Listed shares move daily. Unlisted shares do not fluctuateevery second.

This reduces emotional stress for investors.

4. Wealth Creation Like Institutional Investors

Earlier only:

• Private Equity firms
• Ventue Capital firms
• Ultra HNIs
• could invest

Now retail investors can also invest.

Risks of Unlisted Shares (Very Important to Understand Clearly)

Every investment has risk. Unlisted shares have some additional risks.

1. Liquidity Risk (Most Important Risk)

Liquidity means how easily you can sell shares.

Listed shares → sell instantly
Unlisted shares → may take weeks or months

Example:

If you urgently need money, selling may take time.

2. Limited Information Availability

Listed companies must disclose detailed financial results regulated by Securities and Exchange Board of India.

Unlisted companies disclose less information.

So research becomes important.

3. Price Transparency Risk

There is no single official price.

Different platforms may offer slightly different prices.

4. IPO May get delayed

Some companies delay IPO due to market conditions.

Your investment horizon should be long term (3–5 years).

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How to Buy Unlisted Shares in India (Step-by-Step Guide)

Here is simple process:

Step 1: Select Platform or Wealth Manager

Choose trusted unlisted share provider.

(Platform selection checklist explained later)

Step 2: Select Company

Example:

• NSE, SBI AMC, OYO,  ZEPTO,  MSEI, NCDEX, ORBIS FINANCIAL, NAYRA, GFCL EV,   PPFAS AMC etc

Step 3: Transfer Funds

You pay money through bank transfer to any trusted unlisted share platform

Step 4: Shares Credited to Demat Account

Shares are transferred to your NSDL or CDSL demat account.

Usually takes:

24 hours to 3 days

Taxation on Unlisted Shares in India

Tax depends on holding period.

Short Term Capital Gain (STCG)

If sold before 24 months:

Tax = As per income tax slab

Example:

If slab = 20%
Profit = ₹1,00,000
Tax = ₹20,000 + SC

Long Term Capital Gain (LTCG)

If sold after 24 months:

Tax = 12..5%

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How to Select Right and Safe Platform for Buying Unlisted Shares

This is extremely important because unlisted shares are private transactions.

Always check following:

1.  Must purchase Unlisted shares only from credible entity who have established track record
2.  The payment must be done in the official account of trusted vendor and collect contract note or written confirmation of deal
3. Must Receive the delivery in your demat account with in 2 working days
4. You receive the proper invoice from vendor
5. Never deal with unknown person or entity to avoid any fraud or delivery default.

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Current Popular Unlisted Shares Opportunities in India (2026)

Here are some fundamentally strong companies attracting investor interest:

1. National Stock Exchange of India (NSE)

Why popular  :

• India's largest stock exchange
• Monopoly like business model
• IPO expected in future

Considered one of the strongest unlisted opportunities.

2. SBI Funds Management Limited (SBI AMC)

Why attractive:

• One of India's largest mutual fund houses
• Backed by SBI
• Strong and growing AUM
• India mutual fund industry growing at 15% annually

3. Zepto

Why popular:

• Fasted growing quick commerce startup
• Competing with Blinkit and Swiggy Instamart
• Strong Growth Potential
• High risk, high growth opportunity.

4. Metropolitan Stock Exchange of India (MSEI)

Why attractive :

• Stock Exchange Business model
• Potential turnaround opportunity

5. Orbis Financial Corporation Limited

Why attractive:

• Institutional financial services provider
• Custody and clearing services
• Growing Capital market participation

6. Nayara Energy Limited

Why attractive:

• Large Oil refining and fuel retail business
• Strong revenue base

7. National Commodity & Derivatives Exchange Limited(NCDEX)

Why attractive:

• Leading     commodity exchange
• Growth     potential in commodity markets

8. OYO

Why attractive:

• Global hotel technology company
• IPO expected in future

9. Apollo Green Energy Limited

Why attractive :

• Renewable energy sector growth
• India focusing heavily on green energy

10. Power Exchange India Limited (PXIL)

Why attractive :

• Power Trading Exchange
• Electricity market growing strongly

However investor must check the valuations of the company before taking buying decision and must know about all the risk related to these companies, sectors and market, compare with its peers and should not park big money in any single company, to lower your company specific risk.

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Expected Returns from Unlisted Shares

Returns on Unlisted shares depend on the growth of the company you invested in and the changes in its valuation multiple after your invested. There are certain instances like of investment in NSE unlisted shares in 2023 has given return of more than 300% in 2 years time. Whereas in certain cases like hdb financial services the returns have been even negative of 50% due to it was trading at higher valuations in unlisted market and later on listed at normal industry average valuation. So returns will depend upon the growth of the company after your bought the stock, whether it remained as per market expectations or not and expansion or contraction in its price to earning ratios. So while buying unlisted shares, investor must ensure that it is at justified premium or discount to its industry average valuation and it should be in line with the company future potential vis a vis industry future.

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Ideal Investors for Unlisted Shares

Suitable for :

• Long term Investors
• Mass affluent Investors
• HNI Investors
• Investors with3-5 year horizon

Not suitable for:

• Short term traders
• Investors needing urgent liquidity

How Much Should You Invest?

Suggested allocation :

• Beginners : 5% Portfolio
• Experienced investors : 5-10%
• HNI Investors : 10-15%

Diversify across multiple companies.

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Checklist Before Investing (Simple and Practical)

Always check:

✔ Company profitability
✔ Business model
✔ IPO possibility
✔ Debt levels
✔ Industry growth
✔ Management quality

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Final Conclusion

Unlisted shares allow you to invest in companies before IPO, when prices are lower and growth potential is high.

However, investors must :

• Invest through trusted platforms
• Invest with long term horizon
• Diversify investments
• Avoid risky or unknown companies

With proper research and patience, unlisted shares can become powerful wealth creation tools.

To know more about Unlisted shares you may write us at avisa@swastika.co.in, or connect us at our phone or whatsapp numbers

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