How to Sell Unlisted Shares in India (2025) – Step-by-Step Guide

With the rise in Pre-IPO and unlisted equity investments, many investors are now asking:
“How do I sell my unlisted shares?”

Whether you’re holding shares in a startup, ESOPs from a private company, or pre-IPO stock purchased via platforms like PreipoShare.in, this guide explains how to sell unlisted shares securely and legally in India.

🧾 What Are Unlisted Shares?

Unlisted shares are equity shares of a company that is not listed on any stock exchange, like the NSE or the BSE. These include:

• Pre-IPO shares
• Startup equity
• ESOPs (Employee Stock Ownership Plans)
• Delisted company shares

🔁 Who Buys Unlisted Shares?

When you’re ready to sell, buyers typically include:

• HNIs (High Net-Worth Individuals)
• Private equity firms
• Retail investors (via platforms like PreipoShare.in)
• Company employees or promoters (in case of ESOPs or buybacks)

✅ Step-by-Step Process to Sell Unlisted Shares in India (2025)

🔹 Step 1: Identify Your Shares and Verify Eligibility

• Check if your shares are transferable
• Make sure the shares are held in a Demat account
• Review lock-in periods (especially for Pre-IPO shares after listing)

🔹 Step 2: Choose a Selling Platform or Broker

You can sell through:

🔹 Step 3: Share Details & KYC

• Upload PAN, Aadhaar, Bank Details
• Provide ISIN (International Securities Identification Number) of the stock
• Verify Demat account and client master list (CML)

🔹 Step 4: Finalize Pricing

• Pricing is negotiated (based on demand, financials, expected IPO)
• Some platforms publish a market rate for popular unlisted shares

🔹 Step 5: Execute the Transfer

• Execute an off-market transfer through NSDL/CDSL with delivery instructions
• Shares are transferred once the buyer pays via escrow or direct payment

🔹 Step 6: Confirm Transaction & Tax Documentation

• Ensure both parties receive contract notes or receipts
• Keep proof for capital gains tax filing

📈 Example of How It Works

Suppose you own 100 shares of Mobikwik purchased at ₹300/share in 2023.

In 2025, Mobikwik announces its IPO. On PreipoShare.in, investors are offering ₹500/share due to IPO buzz.

You list your shares, get matched with a buyer, complete documentation, and transfer shares from your Demat after receiving ₹50,000.

Result? ₹20,000 capital gains before IPO listing.

💼 Tax Implications of Selling Unlisted Shares

📌 Always consult a CA for accurate tax filing.

⚖️ SEBI & Legal Guidelines

• Only use SEBI-registered platforms or brokers
• Off-market transactions must be properly documented
• Ensure KYC compliance and contract notes are issued
• IPO investors must wait for a 6-month lock-in (if applicable)

🚫 Common Mistakes to Avoid

• ❌ Selling shares without checking lock-in status
• ❌ Transferring shares without receiving full payment
• ❌ Ignoring capital gains tax liabilities
• ❌ Using unverified dealers

📌 Pro Tips

• Use trusted platforms like PreipoShare.in for secure transactions
• Time your sale around IPO announcements for better pricing
• Track demand trends in unlisted markets for valuation insights

✅ Final Thoughts

Selling unlisted shares in India can be highly profitable—but only if done safely, legally, and smartly. Always do your due diligence, use secure platforms like PreipoShare.in, and stay informed about SEBI rules and tax implications.

🙋 FAQs

Q1: Can I sell unlisted shares before an IPO?

Yes, provided there’s demand and no SEBI-mandated lock-in.

Q2: Where can I see the value of my unlisted shares?

Platforms like PreipoShare.in offer indicative market prices.

Q3: Can I sell ESOP shares before IPO?

Yes, but often with company approval or during buyback windows.

Q4: Is it legal to sell unlisted shares in India?

Absolutely, through proper documentation and SEBI-compliant platforms.