
Are you a High-Net-Worth Individual (HNI) in India looking for new avenues to grow your wealth? You might have noticed a growing buzz around unlisted shares. More and more wealthy investors are shifting their focus from traditional investments to these private market opportunities. This isn’t just a fleeting trend; it’s a calculated move driven by several compelling factors. Let’s explore why unlisted shares are becoming a preferred choice for smart investors in India, and how you can navigate this exciting market with trusted partners like Dhan Kirti.
Understanding Unlisted Shares: Beyond the Public Eye
Before diving into the “why,” it’s crucial to understand what unlisted shares are. Simply put, these are shares of companies that are not traded on public stock exchanges like NSE or BSE. They are still privately held, even if they are well-established and profitable businesses. Think of them as shares of companies still in their growth phase, before they decide to go public.These shares are typically bought and sold through private transactions or specialized platforms. The value of these companies is often discovered through direct negotiation or expert valuation. Unlike publicly traded stocks, their prices are not displayed daily on a ticker.
The HNI Shift: 5 Key Reasons Driving the Trend
High-Net-Worth Individuals are always on the lookout for superior returns and portfolio diversification. The unlisted market offers unique advantages that are hard to find elsewhere. Here are the main reasons for this growing interest:
1. Access to High-Growth Pre-IPO Companies
Many promising companies remain unlisted for years, growing rapidly before their Initial Public Offering (IPO). Investing in their shares before they hit the public market allows HNIs to get in early. This early entry often means buying shares at a lower valuation than what they might command post-IPO. Some of India’s biggest success stories began as unlisted entities, offering ‘multibagger’ returns to early investors.
2. The Hunt for Better Returns
With public market returns sometimes becoming unpredictable or stagnant, HNIs seek avenues with higher growth potential. Unlisted companies, especially those in high-growth sectors like fintech, consumer tech, and renewable energy, often offer significant upside. The potential for substantial capital appreciation before an IPO is a major draw for investors looking to boost their portfolio performance.
3. Diversifying Beyond Traditional Assets
A well-rounded portfolio is key to long-term wealth creation. Unlisted shares offer a unique asset class that often behaves differently from listed equities, bonds, or real estate. Adding them to a portfolio can reduce overall risk and enhance returns. This diversification helps protect wealth during volatile public market periods.
4. Potential for Tax Efficiency
In India, investments in unlisted shares held for more than 24 months qualify for Long-Term Capital Gains (LTCG) tax. This is currently taxed at 20% with indexation benefits. This tax treatment can be quite favourable compared to other short-term gains or income. Understanding these tax rules is crucial for maximizing net returns.
5. Improved Secondary Market Liquidity
Historically, unlisted shares were considered illiquid, meaning they were hard to sell quickly. However, the landscape has changed dramatically. A robust secondary market for unlisted shares has emerged, with various platforms and brokers facilitating trades. This improved liquidity makes it easier for HNIs to enter and exit positions, adding to the appeal of this asset class.

Navigating Unlisted Shares in India: What HNIs Need to Know
Investing in unlisted shares requires a different approach than buying stocks on the public exchange. It demands thorough research, understanding of valuation, and patience. Here’s a look at key aspects:
Finding Opportunities with Expert Guidance
Identifying the right unlisted companies requires deep market insights. HNIs often rely on specialized platforms and wealth managers who have access to private deal flow. Firms like Dhan Kirti play a vital role here, offering curated investment opportunities and expert advice tailored to HNI needs. They can help you discover promising companies and guide you through the investment process.

The Importance of Due Diligence
Before investing, rigorous due diligence is non-negotiable. This involves scrutinizing the company’s financials, business model, management team, industry outlook, and competitive landscape. Since public information is limited, you might need to rely on expert reports and platform insights. Understanding the company’s growth trajectory and potential risks is paramount.
Understanding Valuation and Pricing
Valuing an unlisted company is more complex than a listed one. There’s no daily market price to guide you. Valuation methods include discounted cash flow (DCF), comparable company analysis, and asset-based valuation. HNIs often work with financial advisors to ensure they are investing at a fair price. Negotiation also plays a significant role in determining the final share price.
The Transaction Process
Once an investment decision is made, the transaction involves an off-market transfer of shares. This process requires several steps, including KYC verification, drafting a share transfer agreement, and submitting documents to the company’s registrar and share transfer agent. Though it might seem intricate, trusted platforms streamline this process, making it smoother for investors.
Managing Risks in the Unlisted Market
While the rewards can be substantial, unlisted shares come with their own set of risks. HNIs must be aware of these and have strategies to mitigate them.
Liquidity Risk
Despite improved secondary markets, unlisted shares are still less liquid than listed ones. You might not always find a buyer immediately at your desired price. It’s wise to invest only a portion of your portfolio that you don’t need access to quickly. Have a clear exit strategy in mind from the outset.
Valuation Risk
There’s a risk of overpaying if the valuation is not robust. Relying on expert advice and conducting your own due diligence can help you avoid this pitfall. Always compare the company’s valuation with industry benchmarks.
Regulatory and Operational Risks
Share transfers in the unlisted space involve adherence to specific SEBI (Securities and Exchange Board of India) and company law regulations. Delays in share transfers or issues with the “Right of First Refusal” (ROFR) clause can sometimes occur. Partnering with a reputable platform helps navigate these complexities smoothly.
Tax Implications and Wealth Planning for HNIs
For Indian HNIs, understanding the tax landscape is vital. Long-term capital gains (LTCG) from unlisted shares held for over 24 months are taxed at 20% with indexation. Short-term capital gains (STCG) are taxed at your applicable income tax slab rate. This makes the holding period an important consideration for tax planning. Additionally, unlisted shares can be an effective tool in estate planning and wealth succession strategies.
The Future Outlook for Unlisted Shares in India
The market for unlisted shares in India is poised for continued growth. A thriving startup ecosystem, increasing investor awareness, and a maturing regulatory environment are all contributing factors. We can expect more companies to seek private funding before going public. The trend of HNIs turning to these opportunities is likely to accelerate, making it an increasingly mainstream asset class for the affluent.
Conclusion: Seizing the Unlisted Advantage
The shift of High-Net-Worth Individuals towards unlisted shares in India is a clear indication of a maturing investment landscape. With the potential for superior returns, diversification benefits, and evolving liquidity, this asset class offers compelling reasons for HNIs to consider. While risks exist, they can be managed effectively with thorough due diligence and expert guidance. By partnering with trusted advisors and platforms like Dhan Kirti, you can confidently explore and capitalize on the promising world of unlisted shares, adding a powerful dimension to your wealth creation journey.
FAQs
What are unlisted shares?
Unlisted shares are equity shares of companies that are not traded on public stock exchanges like the NSE or BSE. They are privately held, and their buying and selling typically occurs through private transactions or specialized platforms.
Is it legal to buy unlisted shares in India?
Yes, it is completely legal to buy and sell unlisted shares in India. These transactions are governed by regulations set by SEBI (Securities and Exchange Board of India) and the Companies Act.
What is the minimum investment for unlisted shares?
The minimum investment for unlisted shares can vary significantly. It depends on the specific company, its valuation, and the platform or broker facilitating the transaction. Investments often start from a few lakhs of Rupees, suitable for HNI portfolios.
How long should I hold unlisted shares?
The ideal holding period for unlisted shares varies, but typically, HNIs hold them for the long term, often 2-5 years or more. This allows the company to grow and potentially go public, maximizing returns and qualifying for beneficial long-term capital gains tax treatment.
How are unlisted shares taxed in India?
In India, if you hold unlisted shares for more than 24 months, any profits are treated as Long-Term Capital Gains (LTCG) and taxed at 20% with indexation benefits. If held for 24 months or less, profits are treated as Short-Term Capital Gains (STCG) and added to your income, taxed at your applicable income tax slab rate.






