Risk Disclaimer

The rest of this page is the formal legal language. This section is the plain-English version: the things that reasonable people worry about before putting money into an unlisted share, and what we actually do about each one. If after reading this you're still uncomfortable, don't buy. That's a reasonable answer.

1. “What if the company never IPOs?”

This is the biggest real risk.Most private companies don’t list within the window you expect. A chunk never list at all. If you buy an unlisted share hoping for a specific IPO date, you’re buying a rumour, not an asset.

What we do:we don’t quote IPO dates. Every share page has the last known funding round, revenue trend, and the broad bucket it sits in (pre-IPO, ESOP, blue-chip private). That’s the honest picture.

What you should do:only commit capital you’re happy to leave alone for five-plus years. Treat any IPO inside that window as a bonus, not the plan.

2. “What if the company goes bankrupt?”

It happens.Private companies fail at a higher rate than listed ones because they raise capital less often and less publicly. A down round, a key customer loss, a founder exit — any of these can take the equity to zero. An unlisted share can lose 100% of its value and there’s nobody to bid for it.

What we do: we read the last audited filing before a company joins the catalogue. We show you the debt-to-equity, the cash runway (when we can get it), and the ratios that matter for solvency. We do not promise the company will still exist next year.

What you should do:size each position small. Don’t put more than you can lose into any single private company, and split across three or four companies if you can.

3. “What if I need to sell urgently?”

Expect to wait. Unlisted shares are illiquid. Selling means we have to find a buyer at a price both sides accept, and that can take days or weeks — sometimes not at all at the price you want.

What we do:we maintain a buyer queue for every share we list and will try to match you. If you need cash in the next six months, we’ll say so before you buy.

What you should do: never buy with money you might need in the short term. Keep an emergency fund in liquid instruments first.

4. “How do I know the shares are actually mine?”

The demat is the proof.Every purchase on Polemarch transfers the share from the seller’s demat into yours, through CDSL or NSDL — the same depositories that hold your listed stocks. You can log in to your DP (Zerodha, ICICIDirect, Kite, CDSL Easiest, NSDL Speed-e) and see the ISIN credited in your own account. That’s legal ownership, not a Polemarch IOU.

What we do: we never hold your shares in a pooled broker account. Every transfer ends in an account with your PAN and your demat number on it.

What you should do:verify the share lands in your CMR after T+2. If it doesn’t, grievance@polemarch.in gets an automatic priority response.

5. “What if Polemarch shuts down?”

Your shares stay yours.Because shares live in your own demat, not ours, a Polemarch shutdown doesn’t make them vanish. You’d continue to own the same ISIN you always did. What you’d lose is the selling side of the marketplace — you’d have to find a buyer on your own or through another broker.

What we do:the wallet balance in your Polemarch account sits in a regulated Cashfree Virtual Bank Account in your name. It’s not a Polemarch asset; even in a shutdown, it can be withdrawn to your linked bank.

6. “What if the price you quote is inflated?”

Unlisted-share prices vary by source.The number you see on Polemarch is the most recent transacted price between willing buyers and sellers on our platform or counterparties we trust. It’s not always the cheapest quote on the street. Grey-market dealers on WhatsApp sometimes quote lower numbers, but those quotes come with no settlement guarantee, no KYC, no audit trail, and frequently don’t execute at the quoted price.

What we do:every share page shows the last transacted price and the date it transacted. There’s no hidden spread baked into the number — our 2 % fee is disclosed separately.

What you should do: compare prices with at least one other platform before you buy. If a grey-market quote is 10-20 % cheaper, ask why, and assume the delta is paying for settlement risk.

7. “What if SEBI bans unlisted trading?”

Regulatory risk is real. SEBI is actively tightening how unlisted shares are marketed to retail investors in India. Rules could tighten further. A worst-case tightening would restrict NEW purchases; shares you already own stay in your demat and stay transferable.

What we do:we operate as a transparent marketplace on regulated rails (CDSL, NSDL, SEBI-grade KYC via Cashfree). If the rules change, we change with them — and we’ll email you exactly what changes for your holdings.

8. “What about tax?”

Unlisted shares are taxed differently from listed stocks.A sale after 24 months qualifies as long-term capital gains (20 % with indexation under current rules); under 24 months it’s short-term and taxed at your slab rate. Stamp duty on the transfer itself (0.015 %) is already included in the fees you see at checkout.

What we do: your /dashboard/orders page lets you export a CSV with every order, timestamp, and line-item, grouped for easy capital-gains reconciliation at tax time.

What you should do:talk to a CA before exiting a large position, especially if you’re straddling the 24-month boundary.

9. “What if someone takes over my account?”

Account takeover is the most common fraud vector.An attacker who gets your email password can request a password reset, wait for the email, and change the login. From there they’d try to withdraw funds or place orders.

What we do: every bank withdrawal and every order triggers an email confirmation to your registered address. A shared-bank pattern (same account used across multiple Polemarch customers) trips an AML flag and routes to a human compliance reviewer before any withdrawal lands. KYC names are verified against PAN + Aadhaar; a mismatch between the KYC name and the bank holder name also flags for review.

What you should do: use a unique password, turn on 2FA on your email, and never reuse your banking password anywhere else.

10. “How is this different from a Telegram unlisted shares group?”

Short version: an audit trail. On Polemarch every order has a PAN-verified buyer, a PAN-verified seller, a CDSL/NSDL transfer record, a stamp-duty payment, a GST-compliant invoice, and a wallet ledger you can inspect. In a WhatsApp or Telegram deal you get a screenshot and a promise. When things go wrong — and in grey-market deals they do — there is no legal paper trail to fall back on.

What we do: every leg of every trade is documented, retained for eight years per SEBI record-keeping rules, and exportable if you ever need it for a dispute or an income-tax notice.

None of this removes the fundamental risk that unlisted shares can lose value. It’s what we mean when we say we’d rather tell you the truth up front than sell you a dream that doesn’t land. Read the formal sections below for the SEBI-mandated language.

The material presented on this Site is strictly for informational purposes only and is not intended to constitute investment, legal, accounting, tax, or any other professional advice. The contents herein should not be construed as a solicitation, recommendation, endorsement, or offer to buy or sell any unlisted or pre-IPO share, security, or financial product.

Any decision to invest should be made after consulting with a SEBI-registered investment adviser and considering your individual financial circumstances, investment objectives, and risk tolerance. Nothing on this Site creates a fiduciary, advisory, or client relationship between Polemarch and you.

Investing in unlisted or pre-IPO securities and the private market involves substantial risk, including the possible loss of the entire invested amount. Specific risks include, but are not limited to:

• Illiquidity. Unlisted shares may not have a ready market. You may be unable to exit a position at a time or price of your choosing.
• Price discovery. Prices shown on the Site are based on recent transacted values and are not derived from a continuous exchange order book. Quoted prices can diverge materially from a willing buyer's or seller's price at any given time.
• Limited disclosures. Private companies are not subject to the same continuous-disclosure regime as listed companies. Financial information may be dated, incomplete, or restated after the fact.
• Concentration. Unlisted holdings tend to be concentrated; small positions can represent outsized exposure to idiosyncratic risk.
• Regulatory change. SEBI, RBI, and the Ministry of Corporate Affairs may issue new circulars that alter eligibility, tax treatment, or settlement timelines for unlisted securities.
• Total loss. The underlying company may fail, restructure, or otherwise cease to have any transferable equity value. Past performance does not guarantee future results.

Polemarch is not a recognised stock exchange under the Securities Contracts (Regulation) Act, 1956, and does not intend to be recognised as one. Polemarch is not registered with the Securities and Exchange Board of India (SEBI) as an Investment Adviser, Portfolio Manager, Research Analyst, or Merchant Banker, and does not hold a broker-dealer licence.

Services offered on the Site are limited to:

• Facilitating access to information about private-market investment opportunities;
• Connecting willing buyers with willing sellers through SEBI-registered depository participants;
• Operating a wallet ledger and order-management interface for those transfers.

Polemarch does not pool customer funds, does not hold customer securities on its own books, and does not make a market in any security.

While we strive to keep Site content accurate, complete, and current, Polemarch makes no warranties, express or implied, regarding the timeliness, accuracy, reliability, or completeness of any information presented. Data points — including but not limited to live prices, financials, valuations, news items, and share availability — are obtained from sources believed to be reliable, but we do not independently verify every data point.

The content may be updated, modified, or removed at any time without prior notice. Polemarch bears no responsibility for maintaining content continuity, data history, or for reconciling data differences that appear between our Site and third-party sources.

Certain statements on the Site may be "forward-looking" — including references to expected IPO timelines, growth forecasts, valuation ranges, revenue outlooks, or sector tailwinds. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that could cause actual outcomes to differ materially from expected outcomes.

Polemarch does not undertake any obligation to publicly update or revise forward-looking statements in light of new information, future events, or otherwise. You should not place undue reliance on any forward-looking statement.

The Site may contain content, data feeds, research excerpts, news items, or links sourced from or pointing to third-party providers — including Calcula (our in-house research engine), public news outlets, company filings, and depository records. Polemarch does not control, endorse, or warrant the content of any third-party source.

Third-party references are provided for convenience only. Your use of any linked or referenced third-party content is at your own risk and is subject to that third party's terms of use and privacy policy. Polemarch is not responsible for third-party content errors, outages, or actions.

Tax consequences of investing in unlisted shares depend on individual circumstances including residency, holding period, source of funds, and applicable treaties. Polemarch does not provide tax advice. You are responsible for determining your own tax position and reporting obligations.

Transfer-level reporting — including STT applicability, long-term vs short-term capital-gains treatment, and securities-transaction reporting — should be confirmed with a qualified tax professional. Tax laws and rates may change with subsequent Union Budgets or CBDT circulars.

Any valuation ranges, fair-value estimates, or peer-comparable multiples displayed on the Site are based on our internal research or third-party data and reflect assumptions that may not hold in future periods. Unlisted-share valuations are inherently subjective and can move sharply based on:

• New private funding rounds at different price points;
• Delays or cancellations of announced public listings;
• Changes in the macro environment or sector sentiment;
• Company-specific operational or governance events;
• Liquidity premiums or discounts applied by market participants.

A Polemarch-displayed valuation is not a guarantee that any counterparty will transact at that value.

Polemarch operates as a digital platform and therefore depends on the continuous availability of internet, cloud hosting, SMS, email, and banking partners. We take reasonable steps to keep services available but we do not guarantee any specific uptime. Settlements and payments can be delayed by:

• Banking holidays or clearing-system outages;
• Depository (CDSL / NSDL) maintenance windows;
• Verification-partner (Cashfree Secure ID) downtime;
• Fraud-review or anti-money-laundering holds;
• Force-majeure events.

Polemarch is not liable for consequential losses arising from such delays beyond any reasonable fees or amounts already paid.

To the maximum extent permitted by applicable law, Polemarch, its directors, officers, employees, agents, affiliates, consultants, or representatives shall not be liable for any direct, indirect, incidental, consequential, punitive, or special damages — including but not limited to loss of capital, loss of opportunity, loss of profits, loss of data, or loss of goodwill — incurred by any user or third party arising out of:

• Use of or inability to use the Site;
• Reliance on any content, valuation, or research on the Site;
• Any transaction or attempted transaction initiated through the Site;
• Any unauthorised access, alteration, or loss of user data.

Nothing in this disclaimer limits liability that cannot be limited under applicable law (including but not limited to liability for fraud or wilful misconduct).

Visitors are solely responsible for their investment, partnership, or financial decisions based on information found on the Site. We strongly encourage you to:

• Conduct your own independent due diligence on every share, issuer, and counterparty;
• Read the risk disclosure on each share page before placing an order;
• Consult a SEBI-registered investment adviser, a chartered accountant, or a qualified lawyer before making material decisions;
• Maintain your KYC, bank, and demat details accurately and notify us immediately of any change.

By accessing this Site, you acknowledge that you have read, understood, and agreed to this Disclaimer in full.

This Disclaimer, and any dispute arising from or in connection with your use of the Site, shall be governed by and construed in accordance with the laws of India, without regard to its conflict-of-laws rules.

The courts of Bengaluru, Karnataka shall have exclusive jurisdiction to adjudicate any such dispute, subject to any grievance-redressal or escalation mechanism required under applicable SEBI or RBI regulation. Our grievance-redressal process and the relevant SEBI SCORES escalation are described on the Grievance Redressal page.

Polemarch reserves the right to amend, modify, or replace this Disclaimer at any time. Material changes will be notified through the Site (typically via an updated "Last Updated" date and, where appropriate, a banner on the affected page). Continued use of the Site after a change constitutes your acceptance of the updated Disclaimer.