How to Buy Unlisted Shares in India 2026 — Complete Step-by-Step Guide

By IPOMarket Editorial Team · Last reviewed: May 23, 2026

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Unlisted shares carry significant risks including illiquidity. Please consult a SEBI-registered financial advisor before investing.

Unlisted shares have quietly become one of the most talked-about investment categories in India. With companies like NSE, Zepto, PhonePe, and CSK trading actively in the over-the-counter (OTC) market, retail investors are increasingly asking: how do I get in before these companies go public?

This guide covers everything — what unlisted shares are, how to buy them safely, which platforms to use, how prices are determined, and what taxes apply when you eventually sell.

What Are Unlisted Shares?

Unlisted shares are equity shares of companies that have not yet completed an Initial Public Offering (IPO) and are therefore not listed on any recognised stock exchange — neither NSE nor BSE. They are also called pre-IPO shares when the company is expected to go public soon.

These shares exist in three main forms:

1. Pre-IPO shares — Companies that have filed or are expected to file a DRHP (Draft Red Herring Prospectus) with SEBI. Examples: Zepto, PhonePe, OYO, Tata Capital, boAt.

2. Established unlisted companies — Profitable, large businesses that have simply not chosen to list publicly. Examples: NSE India (₹14,778 Cr revenue FY25), Indian Potash Limited, Cochin International Airport.

3. ESOP shares — Employees of startups and private companies selling their stock options before an IPO via OTC platforms.

The unlisted share market in India has grown dramatically. Retail investor participation in pre-IPO placements rose by over 40% between 2023 and 2025, driven by successful listings like Swiggy, Tata Technologies, and Ather Energy that rewarded early investors handsomely.

How Are Unlisted Share Prices Determined?

Unlike listed shares where prices update every second on an exchange, unlisted share prices are set by supply and demand in the OTC market. Dealers — registered intermediaries who hold inventory of unlisted shares — post buy and sell quotes (a bid-ask spread).

Prices move based on:

• Company financials — Revenue growth, profitability, and cash flows
• IPO news — DRHP filings, SEBI observations, banker appointments
• Comparable listed peers — If Zomato rises, Zepto unlisted price often follows
• Funding rounds — A new round at higher valuation lifts unlisted prices
• Promoter activity — Insider buying signals confidence; selling creates pressure
• Broader market — Bull markets inflate unlisted valuations; bear markets compress them

Since there is no central exchange, prices can vary between dealers by 2-5%. Always check multiple platforms before transacting.

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

Step 1 — Choose a SEBI-Registered Platform

The first and most important step is selecting a legitimate, registered intermediary. Avoid informal WhatsApp groups or individual dealers without verifiable credentials.

Established platforms in India include:

Step 2 — Complete KYC

Every regulated platform requires KYC verification before any transaction. You will need:

• PAN Card — mandatory
• Aadhaar Card — for identity verification
• Cancelled Cheque — to link your bank account
• Client Master Report (CMR) — from your broker/depository, confirming your demat account details
• Demat Account — mandatory since 2019 (SEBI requires all unlisted shares to be in dematerialised form)

KYC typically completes within 24-48 hours on most platforms.

Step 3 — Select Your Company and Quantity

Browse the platform's inventory. Most platforms show:

• Current buy and sell price
• 52-week price range
• Minimum lot size
• Face value
• Approximate minimum investment

For example, NSE unlisted shares trade around ₹1,979 per share (as of May 2026) with a minimum lot of 25-100 shares depending on the platform — meaning a minimum investment of ₹49,475 to ₹1,97,900.

Step 4 — Pay via NEFT/RTGS/UPI

Once you confirm the quantity and price, transfer payment to the platform's designated bank account. Most platforms now accept:

• NEFT/RTGS — Bank transfer (most common)
• UPI — For smaller transactions (up to ₹1 lakh)

Important: Always pay from your registered bank account (the one linked to your demat and CMR). Payments from third-party accounts are typically rejected.

Step 5 — Off-Market Share Transfer

After payment confirmation, the platform initiates an off-market transfer via CDSL or NSDL — India's two depositories. Your shares are transferred directly to your demat account, bypassing the exchange.

This process typically takes 1-3 business days. You will receive an SMS/email from CDSL/NSDL confirming the credit.

Step 6 — Hold or Sell

Once in your demat account, unlisted shares appear alongside your listed holdings. You can:

• Hold until the company does an IPO (typically 6-24 months lock-in after listing for pre-IPO investors per SEBI rules)
• Sell back via the same platform or other OTC dealers
• Transfer to another broker if you need to sell at a better price

Top Unlisted Shares Being Tracked in 2026

Track all unlisted share prices on our Pre-IPO & Unlisted Shares Tracker →

Risks of Buying Unlisted Shares

Unlisted shares carry significantly higher risk than listed equity. Understand these before investing:

1. Illiquidity — You cannot sell instantly. Finding a buyer can take days or weeks, and at volatile times (market downturns), there may be no buyers at any price.

2. Price opacity — There is no official exchange price. The price you pay is a negotiated OTC rate that may not reflect true fair value.

3. Limited financial disclosure — Unlike listed companies bound by SEBI's disclosure norms, private companies provide minimal public financial information.

4. IPO risk — A company you bought expecting an IPO may delay indefinitely, pivot strategy, or face regulatory hurdles (as seen with NSE's multi-year delay).

5. Lock-in after IPO — Per SEBI regulations, pre-IPO investors are subject to a 6-month lock-in period from the listing date. During this window, you cannot sell — even if the price surges or crashes.

6. No SEBI investor protection — OTC transactions are outside SEBI's exchange-based investor protection framework. Disputes are resolved through civil courts or arbitration, not stock exchange mechanisms.

What Happens When the Company Lists?

When an unlisted company goes public via IPO:

1. Your unlisted shares automatically convert to listed equity (same ISIN)
2. A 6-month lock-in period begins from the listing date
3. After lock-in, shares are freely tradeable on NSE/BSE
4. Your demat account will reflect the listed status automatically

Investors who bought Swiggy's unlisted shares at ₹300-400 per share before its November 2024 IPO (issue price ₹390) experienced this journey firsthand — although early pre-IPO investors who bought at ₹60-100 saw dramatically higher returns.

How Much Should You Invest?

Financial advisors typically recommend keeping unlisted share investments to 5-10% of your total portfolio — treating them as a high-risk, high-reward alternative asset class, similar to venture capital exposure.

Key considerations:

• Only invest money you can afford to lock in for 2-5 years
• Start with well-known names (NSE, CSK, boAt) before exploring smaller companies
• Diversify across multiple companies rather than concentrating in one
• Verify the platform's credentials and check reviews before transacting

Frequently Asked Questions

Can NRIs buy unlisted shares in India? Yes, subject to FEMA regulations. NRIs require an NRO or NRE demat account and must comply with FEMA reporting requirements. Repatriation of sale proceeds is subject to FEMA rules.

What is the minimum investment in unlisted shares? It varies by company. Some like Precize offer shares with minimum 1 share. Platforms like UnlistedZone set lot sizes starting from ₹25,000-50,000 per transaction.

Is it safe to invest in unlisted shares? It depends on the platform and the company. Stick to registered intermediaries and companies with verifiable financials. Avoid informal WhatsApp-based dealers.

How do I verify if a platform is legitimate? Check SEBI's registered intermediary list, verify their GST and CIN numbers, and look for established track record (2+ years, 1,000+ clients, verifiable contact address).

Track current unlisted share prices and IPO pipeline on ipomarket.in/pre-ipo →