Glossary
Plain-language definitions for every unlisted-share and pre-IPO term you'll encounter on Polemarch — from ISIN to off-market transfer to ESOP vesting.
A
- AGM (Annual General Meeting)A mandatory yearly meeting of a company's shareholders to present financial results, approve dividends, and elect directors.
- Anchor InvestorA large institutional investor allotted IPO shares a day before the issue opens, signalling confidence and stabilising demand.
- Angel InvestorA high-net-worth individual who invests personal capital in early-stage startups, typically before institutional VCs enter.
- Anti-dilutionA protection clause that adjusts a preferred investor's conversion price downward if a company raises at a lower valuation, preserving their ownership percentage.
- ASBA (Application Supported by Blocked Amount)An IPO application method where your bid amount is blocked in your bank account and debited only if shares are allotted.
- Authorised CapitalThe maximum share capital a company is permitted to issue, as stated in its Memorandum of Association — a legal ceiling, not a committed amount.
B
- BO ID (Beneficiary Owner ID)The 16-character number that uniquely identifies your demat account, needed for every share transfer in and out.
- Bonus IssueFree additional shares issued to existing shareholders proportional to their holding — funded from company reserves, not new capital.
- Book BuildingThe IPO price-discovery process where institutional and retail investors submit bids within a price band to determine the final issue price.
- Book ValueA company's net worth per share — total assets minus liabilities divided by shares outstanding — a fundamental valuation anchor.
C
- CAGR (Compound Annual Growth Rate)The smoothed annual rate at which a value grows from a starting point to an ending point over multiple years.
- Cap Table (Capitalisation Table)A breakdown of who owns a company's equity — founders, investors, ESOP pool — and in what proportion, across funding rounds.
- CCPS (Compulsorily Convertible Preference Shares)A hybrid instrument that pays like preference shares and must convert to ordinary equity on a trigger — the standard VC investment vehicle in India.
- CDSL (Central Depository Services Limited)One of India's two depositories that hold shares in electronic (demat) form, including unlisted shares, under SEBI regulation.
- CliffAn initial period in a vesting schedule during which no equity vests; on reaching the cliff, a first chunk vests at once.
- CMR (Client Master Report)A broker-issued document listing your demat account details — BO ID, name, bank and depository — used to set up share transfers.
- Convertible NoteA short-term debt instrument for startups that converts to equity in a future priced round, typically with a discount and a maturity date.
- Cut-off PriceThe final IPO issue price discovered through book building — the highest price at which the issue is fully subscribed.
D
- DCF (Discounted Cash Flow)A valuation method that estimates a company's intrinsic value by discounting all its projected future cash flows to present value.
- Demat (Dematerialised Account)An account that holds shares in electronic form instead of paper certificates; required to buy, hold and sell unlisted shares.
- DilutionThe reduction in existing shareholders' ownership percentage when a company issues new shares, e.g. in a funding round.
- DIS (Delivery Instruction Slip)A signed instruction a seller gives their broker to move shares out of their demat account in an off-market transfer.
- DividendA cash payment a company makes to shareholders out of its profits, declared per share or as a percentage of face value.
- Down RoundA funding round priced lower per share than the company's previous round, signalling a fall in its valuation.
- DP (Depository Participant)A SEBI-registered intermediary — your broker — that gives you access to a depository (CDSL or NSDL) to hold and transfer shares.
- Drag-along RightsA clause that lets majority shareholders force minority holders to join a sale of the company on the same terms.
- DRHP (Draft Red Herring Prospectus)A preliminary IPO document a company files with SEBI for review, disclosing its business, financials and risks before the price is fixed.
E
- EBITDAEarnings Before Interest, Taxes, Depreciation and Amortisation — the most widely used proxy for a company's operating cash generation.
- Enterprise Value (EV)Total company value including both equity and debt — the price to acquire the entire business, net of its cash.
- EPS (Earnings Per Share)A company's net profit divided by shares outstanding — the single most-quoted measure of per-share profitability.
- ESOP (Employee Stock Option Plan)A scheme granting employees the right to buy company shares at a fixed price after vesting — a common source of unlisted shares.
F
- Face ValueThe nominal value of a share as stated in the company's books — e.g. ₹1 or ₹10 — unrelated to its market price.
- FMV (Fair Market Value)The price a share would fetch in an open transaction between willing parties — used as the tax benchmark for unlisted shares.
- Free Cash Flow (FCF)Cash a company generates after paying for operations and capital expenditure — what is truly available to shareholders and debt holders.
G
I
- IndexationA tax benefit that inflates your cost of acquisition using the Cost Inflation Index, reducing the taxable gain on certain long-term investments.
- IPO (Initial Public Offering)The first time a private company offers its shares to the general public on a stock exchange, transitioning from unlisted to listed.
- IRR (Internal Rate of Return)The annualised return that makes the net present value of all investment cash flows equal to zero — the standard benchmark for private investment performance.
- ISIN (International Securities Identification Number)A unique 12-character code that identifies a specific security, including each unlisted company's shares, across depositories.
L
- Liquidation PreferenceA right giving preferred investors first claim on sale or liquidation proceeds, often before ordinary shareholders get anything.
- Listing GainsThe profit made when an IPO stock opens on the exchange above its issue price on the first day of trading.
- Lock-in PeriodA mandatory window after an IPO during which certain shareholders cannot sell their shares, set by SEBI rules.
- Lot Size (IPO)The minimum number of shares an investor must bid for in an IPO — you can only apply in multiples of one lot.
- LTCG (Long-Term Capital Gains)Profit from selling unlisted shares held for more than 24 months, taxed at 12.5% flat under the current Indian tax regime.
M
N
- NAV (Net Asset Value)Total assets minus total liabilities of a fund or company, divided by units/shares outstanding — the intrinsic per-unit value.
- NSDL (National Securities Depository Limited)India's first and one of two securities depositories, holding shares in electronic form; uses a DP-ID + client-ID account format.
O
- Off-market TransferA share transfer settled directly between two demat accounts, outside a stock exchange — how unlisted shares change hands.
- OFS (Offer For Sale)A mechanism where existing shareholders sell their shares to the public in an IPO, rather than the company issuing new ones.
- OversubscriptionWhen demand for IPO shares exceeds the shares available — a measure of investor interest that often predicts listing performance.
P
- P/B Ratio (Price-to-Book)Share price divided by book value per share — measures how much the market pays above (or below) the company's net asset value.
- P/E Ratio (Price-to-Earnings)Share price divided by earnings per share — the most widely used multiple to judge whether a stock is cheap or expensive.
- Paid-up CapitalThe amount of share capital actually received by a company from shareholders — what investors have paid for their shares, at face value.
- PAT (Profit After Tax)The net profit a company earns after paying all expenses, interest, depreciation, and income tax — the 'bottom line'.
- Pledge RatioThe percentage of a promoter's shareholding pledged as collateral for loans — a key risk indicator for unlisted and listed companies.
- Pre-emptive RightsA shareholder's right to buy newly issued shares first, in proportion to their holding, to avoid being diluted.
- Pre-IPOThe stage of a private company that is expected to list soon; pre-IPO shares are bought in anticipation of that IPO.
- Price BandThe floor and ceiling price set by a company for its IPO, within which investors submit bids during the book-building process.
- Private Equity (PE)Institutional investment in private (unlisted) companies, typically targeting mature businesses for operational improvement and eventual exit.
- PromoterThe individual or group that founded or controls a company and is named as such in its filings, facing the strictest lock-in rules.
Q
R
- RHP (Red Herring Prospectus)The final, SEBI-cleared IPO prospectus issued just before the offer opens, containing the price band and all updated disclosures.
- Rights IssueA fundraising where a company offers new shares to existing shareholders in proportion to their holding, at a discount, before outsiders.
- ROCE (Return on Capital Employed)Operating profit divided by total capital employed — a fuller measure of efficiency that includes debt alongside equity.
- ROE (Return on Equity)Net profit divided by shareholders' equity — measures how efficiently a company generates profit from money shareholders have invested.
- ROFR (Right of First Refusal)A contractual right letting existing shareholders match any offer before a holder can sell their shares to an outsider.
- RSU (Restricted Stock Unit)A promise of company shares granted to employees that converts to actual shares on vesting, with no exercise price to pay.
- RTA (Registrar & Transfer Agent)A SEBI-registered agency that maintains a company's shareholder records and processes share transfers, corporate actions and ISIN updates.
S
- SAFE Note (Simple Agreement for Future Equity)A seed-stage instrument that converts to equity in a future round at a discount or valuation cap, without setting a current valuation.
- SEBI (Securities and Exchange Board of India)India's securities market regulator — the body that governs IPOs, depositories, brokers, investor protection, and market oversight.
- Secondary SaleA sale of existing shares from one investor to another, where the company receives no new money — how most unlisted shares are bought.
- Seed RoundA startup's first formal funding round, typically from angels or early-stage VCs, used to build the product and prove initial traction.
- Series AA startup's first significant venture capital round, typically to scale a proven product — usually $2–$15M in India.
- SME IPOA listing on NSE Emerge or BSE SME for smaller companies — with a higher lot size, lighter compliance, and a different risk profile.
- STCG (Short-Term Capital Gains)Profit from selling unlisted shares held for 24 months or less, taxed at your applicable income-tax slab rate.
- Stock SplitA corporate action that divides each existing share into multiple shares at a proportionally lower price, keeping total company value unchanged.
- STT (Securities Transaction Tax)A tax levied on transactions in securities on Indian stock exchanges — but not on off-market transfers of unlisted shares.
- Sweat EquityShares a company issues to founders or employees in return for know-how, IP or effort rather than cash.
T
- Tag-along RightsA clause letting minority shareholders join a sale by majority holders on the same terms, protecting them from being left behind.
- TDS (Tax Deducted at Source)Tax deducted by the payer at the point of payment and remitted to the government — relevant for dividends and certain capital transactions.
- Term SheetA non-binding document outlining the key terms of a proposed investment before the final agreement is drafted.