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# How to Sell Unlisted Shares in India — the Complete Process
There is no exchange for unlisted shares. When you sell, you are not clicking a button into an order book — you are finding a counterparty, agreeing a price bilaterally, signing a transfer agreement, and moving shares between two demat accounts in an off-market transfer. Unfamiliar the first time, but well-defined. This is the whole journey; each step links to a deeper guide.
Step 1 — Value the holding
Before asking anyone for a bid, form a realistic view of what the shares are worth. The last funding round is an anchor, not a price: VCs bought preference shares with downside protections you do not have, and secondary buyers price in illiquidity and block size. Recent secondary transactions in the same company are the better reference.
Deeper: How to value startup shares before you sell and Primary vs secondary shares — knowing which kind of transaction yours is explains who gets the money and why prices differ.
Step 2 — Get an offer: who actually buys
Four kinds of buyers exist in this market:
- 1A platform's own desk. Polemarch's Guarantee route is a direct purchase offer from Polemarch itself — the certainty is who the buyer is, not what any holding is worth.
- 2Other investors, reached through a platform's buyer network (Polemarch's assisted route) or your own contacts.
- 3The company, through a buyback programme — common for ESOP pools.
- 4Incoming institutional investors in a structured secondary run alongside a funding round.
On Polemarch, one submission at /sell covers the first two and the waitlist. The landing pages describe each seller situation: unlisted shares, pre-IPO holdings (before the IPO window), ESOPs (employee stock options), unicorn stock, startup equity, angel exits, ESOP liquidity programmes, founder liquidity, secondary sales, and fund/AIF positions. Intermediaries with seller mandates can work with us as syndication partners.
Step 3 — Agreement and approvals
A share purchase agreement (SPA) records price, quantity, representations, and payment terms. Then come the company-side checks: a private limited company's articles typically restrict transfers — a right of first refusal (ROFR) for existing shareholders, sometimes board approval — while shares of a public unlisted company in demat form are freely transferable. ESOP shares can carry scheme-specific conditions too. Skipping this step is how informal deals fall apart; the full mechanics are in the unlisted share transfer process.
Step 4 — The transfer
Ownership moves via an off-market transfer: a Delivery Instruction Slip (DIS, or its electronic equivalent) from your demat to the buyer's, with a small stamp duty collected by the depository. CDSL and NSDL differ in the details. Steps: the transfer process and the sibling walkthrough transferring unlisted shares between demat accounts.
Step 5 — Payout
Never let shares leave your demat before the payment leg is secured — this is the main risk of informal deals. On Polemarch, the transfer is verified first and payment settles to your registered bank account within T+2 working days of verification.
The tax that comes with selling
Unlisted shares have their own holding-period and rate rules, ESOP sellers have usually already paid perquisite tax at exercise, and NRI sellers face TDS at source. The seller's overview: tax on selling unlisted shares.
If your shares are ESOPs
The journey has extra stages — grant, vesting, exercise — before a sale is even possible, and the traps are specific: how ESOP liquidity works and common mistakes when selling ESOPs.
Get the paperwork ready first
Most delays in a secondary sale are document delays. The checklist — CMR, PAN, holding statement, purchase or grant records, SPA, DIS — is here: documents needed to sell unlisted shares.
How long the whole thing takes
| Stage | Typical time | |---|---| | Valuation and initial offer | a few working days | | Assisted sale / buyer matching | days to weeks, demand-dependent | | Company approvals (where required) | set by the company's process | | Transfer + payout after verification | T+2 working days |
Ready to sell? Start with one request
If you hold unlisted shares, pre-IPO stock, or vested ESOPs, Polemarch's sell desk gives you three routes from a single submission: a direct purchase offer from Polemarch itself (the Polemarch Guarantee — the guarantee is that Polemarch is the buyer, not a promise about price or return), an assisted sale worked through our buyer network, or a waitlist entry that alerts us the moment matching demand appears. Submit the company, quantity, and your price expectation at /dashboard/sell — you see the offer before you commit to anything, and once a transfer is verified, payment settles to your bank within T+2 working days.
*Published by the Polemarch editorial team. Educational only — not investment, legal, or tax advice.*