Unlisted shares
Shares in companies that are not listed on an exchange, traded off-market between willing buyers and sellers. Price is negotiated, not discovered on a screen, and the spread between what buyers pay and sellers receive can be wide.
Private Markets and Pre-IPO
Shares in companies that have not listed yet. These can do well, but they are high risk and hard to sell. We explain all of it first.
What we can access
Three different things
They get grouped together as "pre-IPO". They have quite different risk profiles, holding periods and exit routes.
Pre-IPO
Unlisted shares in a company that has signalled an intention to list. The listing is an intention, not a commitment, timelines slip, and some never happen at all. A SEBI lock-in typically applies to pre-IPO holdings after listing.
Private equity & AIFs
Pooled vehicles investing in private companies, usually structured as Alternative Investment Funds. SEBI sets a minimum investment of ₹1 crore for most AIF categories, with capital typically committed for seven to ten years.
Read this part twice
How these differ from a mutual fund
We would rather lose the transaction than have you enter one of these without understanding the following. Every point below has cost real investors real money.
- You may not be able to sell. There is no exchange and no guaranteed buyer. Exit depends on finding a counterparty at a price you accept, which in a poor market may mean waiting years or accepting a steep discount.
- The price is an opinion. Valuations come from negotiated transactions and comparable estimates, not continuous public price discovery. Two dealers can quote materially different prices for the same share on the same day.
- The IPO may not arrive. "Pre-IPO" describes an intention. Filings get withdrawn, market windows close, and companies stay private far longer than expected.
- A lock-in usually applies after listing. Pre-IPO holdings are generally subject to a SEBI lock-in period post-listing, so you cannot sell into the listing pop even if there is one.
- Listing can price below your entry. Buying before an IPO is not a discount by definition. Several high-profile Indian listings have traded below their pre-IPO transaction prices for extended periods.
- Disclosure is thinner. Unlisted companies are not subject to the continuous disclosure obligations that listed companies are. You will know less, and find out later.
- Taxation differs. Holding-period thresholds and treatment for unlisted shares are not the same as for listed equity. Confirm with a chartered accountant before you transact, not after.
How we approach it
How much to put in
Our view is that private markets can have a place in a portfolio that is already properly built, never as a substitute for one, and never with money you might need.
- Core first. We will not arrange an unlisted allocation for someone without an emergency fund, protection cover and a diversified core portfolio in place.
- Sized to be survivable. A private-market position should be an amount you could write down to zero without altering your plan.
- Written disclosure. You get the price, the counterparty arrangement, what we are paid, and the specific exit routes, before you commit.
- Transfer mechanics explained. How the shares reach your demat account, how long it takes, and what can go wrong in settlement.
Important
Unlisted and pre-IPO shares are high-risk, illiquid instruments and are not suitable for every investor. They are not mutual funds, they are not exchange-traded, and they carry a real possibility of total loss. Nothing on this page is a recommendation or an offer to buy or sell any security. Investment in Alternative Investment Funds is subject to SEBI's eligibility and minimum-commitment requirements. Please read all transaction documents carefully and take independent tax advice.
Common questions
What is the minimum to participate?
It varies by opportunity. Unlisted share transactions can start relatively small, while AIFs carry a SEBI-mandated minimum commitment of ₹1 crore for most categories. We will tell you the specific minimum for anything we discuss.
How do the shares actually reach me?
Unlisted shares are transferred into your own demat account through an off-market transfer. You hold them in your name, we never hold client securities.
Can you guarantee an IPO or a return?
No. Anyone who does is either mistaken or lying. We can tell you what a company has filed publicly and what comparable transactions have priced at, nothing more.
How are you paid on these?
Through the dealing spread or an arrangement fee, depending on the transaction structure. You will be told which, and how much, in writing before you commit.
Been offered a pre-IPO deal elsewhere?
Bring it to us. We will tell you what we think of the price, at no cost.