Buy Or Sell 

Pre-IPO Unlisted Shares 

of India at Best Prices.

For Accredited Investors Privately.

You can start investing with Planify with a minimum investment of just ₹10,000.

Unlisted shares are shares of companies that are not listed on any stock exchange, like the NSE or the BSE. These companies are privately held, and their shares are traded through private deals. Planify connects investors to these exclusive opportunities in India’s unlisted space.

Pre-IPO shares refer to the shares of a company purchased before its Initial Public Offering (IPO), when it lists on a public stock exchange. These shares are essentially a subset of unlisted shares, specifically those from companies that are on the path to going public shortly. Planify can offer exclusive pre-IPO deals and early access to high-growth potential companies and the possibility of significant returns upon their successful public listing.

The terms "unlisted shares" and "Pre-IPO shares" are related but distinct. Unlisted shares encompass all shares of companies not traded on public exchanges, regardless of their immediate plans to go public. Pre-IPO shares, on the other hand, specifically refer to unlisted shares of companies that are nearing their Initial Public Offering (IPO). Essentially, all pre-IPO shares are unlisted, but not all unlisted shares are pre-IPO. Planify offers a broad spectrum of both unlisted and pre-IPO opportunities, providing diverse investment options.

No, buying unlisted shares is not illegal in India. These are private, off-market transfers between a buyer and a seller, credited through the depositories (NSDL/CDSL). Platforms that facilitate these transactions, including Planify, are not recognised stock exchanges, so investors do not get exchange safeguards such as SEBI's investor-protection and grievance-redressal mechanisms. Before paying, verify the company's ISIN, the seller's details and the transfer documents.

Unlisted shares are transferred off-market between demat accounts. Both parties need KYC-compliant demat accounts, and payment must go through banking channels. The seller submits an off-market instruction to their DP marked as “sale,” and the depository collects 0.015% stamp duty from the seller. The shares must be in demat form, and any transfer restrictions in the Articles of Association must be followed. If an NRI is involved, FEMA pricing rules and Form FC-TRS reporting apply, and the buyer must deduct TDS.

Once you invest in unlisted shares through Planify, the shares are transferred to your demat account through an off-market transfer via NSDL or CDSL. The transfer is initiated after your payment is received and confirmed. Shares generally reflect within T+1 working days, where T is the date your payment is confirmed, though some deliveries may take longer, for example when a company requires approval for the transfer. Unlisted shares may not appear in your broker app’s holdings, so check your demat statement or the CAS from NSDL or CDSL. If your shares don’t reflect within the expected time, contact the Planify support team.

The fair market value (FMV) is typically determined using various financial metrics, such as recent transactions, valuations in funding rounds, and earnings multiples. Planify provides fact sheets and price discovery tools to help investors assess fair value.

Yes, an unlisted company can give dividends to its shareholders. The company's board typically decides to issue dividends based on its profitability, cash flow, and future investment needs. While many high-growth unlisted companies may choose to reinvest profits back into the business for expansion rather than distributing dividends, this is a possibility, depending on the company's dividend policy. Planify also provides information on a company's historical dividend practices, if applicable.

Gains on unlisted shares are capital gains. If you hold the shares for more than 24 months, gains are long-term and taxed at 12.5% without indexation, plus applicable surcharge and cess. The ₹1.25 lakh exemption does not apply to unlisted shares. If you hold them for 24 months or less, gains are short-term and taxed at your income-tax slab rate. Consult a tax professional for your situation.

Securities Transaction Tax (STT) does not apply to transactions involving unlisted shares. STT is generally levied on transactions carried out on recognized stock exchanges in India. Since unlisted shares are traded in the off-market or over-the-counter (OTC) segment, they are exempt from STT.

When filing your Income Tax Return (ITR), you must declare your holdings and any gains or losses from unlisted shares. You typically need to provide details of:

• Acquisition Cost and Date: The price at which you purchased the shares and the date of acquisition.

• Sale Price and Date: The price at which you sold the shares and the date of sale.
  

• Holding Period: To determine whether the gains are short-term or long-term.

• Nature of Gain/Loss: Calculate the STCG or LTCG/Loss.

Specific forms and schedules in the ITR, such as Schedule CG (Capital Gains), would be used to report these details. It is highly recommended to seek guidance from a qualified tax advisor or chartered accountant to ensure accurate declaration and compliance with tax laws for unlisted shares.

Yes. Unlisted shares can be sold to another investor through an off-market transfer between demat accounts. Planify buys and sells unlisted and pre-IPO shares, so you can sell your holding to us or through us. The shares must be in demat form, and any transfer restrictions in the company’s Articles must be followed. Liquidity is limited, so the price and timing of a sale depend on demand for that company’s shares.

Yes, FPIs can invest in unlisted shares subject to compliance with SEBI, RBI, and FEMA regulations. These regulations often include limits on investment caps, sector-specific restrictions, and reporting requirements. FPIs typically invest through established channels and usually prefer companies with strong growth prospects and clear paths to liquidity events, such as an IPO.

NRIs and foreign investors can invest in unlisted shares, but they must follow RBI and FEMA guidelines. They generally face certain restrictions and compliance requirements when investing in unlisted shares in India. These restrictions are primarily related to:

• Reporting Requirements: Mandatory reporting of investments to the RBI.

• Repatriation of Funds:  Rules Governing the Repatriation of Investment Proceeds.

• Payment Methods: Specific banking channels may be required for transactions.

While Planify facilitates investments for a wide range of investors, NRIs and foreign investors should consult with legal and financial advisors specializing in foreign exchange regulations and investment laws to ensure full compliance with all applicable rules and regulations.

Unlisted shares carry higher risk than listed shares because they trade outside stock exchanges. Liquidity is limited, so it may take time to find a buyer when you wish to sell, and a quick exit is not guaranteed. Price discovery is harder because these companies disclose less financial information and have fewer market comparables. A planned IPO may be delayed, cancelled, or priced below your purchase price, and pre-IPO shares are generally locked in for 6 months from IPO allotment (1 year for SME IPOs). Off-market deals also have no exchange settlement guarantee. You can lose part or all of your investment. Planify provides research reports, company financials, and key details on the unlisted shares we offer to help investors make informed decisions.