Secondary share sales, run like transactions — not favours.
A secondary sale is existing shares changing hands: no new capital, no company fundraise — your shares, a real buyer, a documented transfer. Polemarch runs the whole transaction as your sell-side desk.
- CDSL / NSDL · PAN + Aadhaar KYC
- No pool accounts · direct to your demat
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Primary vs secondary, demystified
Primary = the company issues new shares to raise money. Secondary = you sell shares you already own; proceeds come to YOU.
A desk, not a noticeboard
We don't pin your stake to a public wall. A named deal-desk owner values, markets, negotiates and closes it.
Every stage visible
Valuation → offer → agreement → transfer → payout, each tracked on your dashboard with email updates.
All holder types
Employees with ESOPs, founders, angels, HNIs who bought unlisted earlier — same institutional process for each.
Both sides verified
KYC on buyer and seller on a SEBI/PMLA-conscious platform. No anonymous counterparties, no cash legs.
Off-market settlement
DIS/transfer instruction through CDSL/NSDL, funds to your bank in T+2 working days after verification.
How it works
Open the transaction
Start from the dashboard sell wizard: enter the company, quantity and your expected price, and choose the guarantee or assisted method. This creates your tracked deal file.
Valuation → firm offer → acceptance
We value the holding against current secondary-market evidence and send a firm offer with terms in writing. You review and accept online — nothing moves until you do.
Off-market transfer & payout
Shares transfer via depository instruction (DIS) through CDSL/NSDL; the sale proceeds settle to your verified bank account within T+2 working days of the transfer.
Who this is for
Anyone holding transferable unlisted equity who wants a professional counterpart for the sale.
- You've been quoted wildly different numbers by brokers on WhatsApp.
- You want a process with agreements and audit trails, not screenshots.
- Your block is large enough that discretion affects the price.
- You're a first-time seller and want each step explained before it happens.
The demat transfer, step by step
An interactive checklist of the off-market transfer leg — the forms, the fields and the order they happen in.
The anatomy of a secondary share sale
Most explanations of secondaries stop at the definition — existing shares changing hands. Useful, but it tells you nothing about what actually happens between 'I want to sell' and money in your account. This is the full anatomy of the transaction, stage by stage, including the parts that usually go wrong.
Stage one: establishing what you can legally sell
Before price ever comes up, a competent desk verifies transferability. Are the shares dematerialised, or still in physical certificates that need conversion first? Are they fully paid-up? Does the company's shareholders' agreement impose a right of first refusal, a co-sale right, or board-approval requirements on transfers? Were the shares acquired through ESOPs with conditions still attached?
Sellers who skip this stage discover the constraints mid-deal, when a buyer is waiting and leverage has evaporated. Sellers who complete it upfront negotiate from strength — every 'yes, verified' is a document the buyer's side doesn't have to chase later.
Stage two: valuation evidence, not valuation opinion
A secondary price is defended with evidence: recent trades in the same share, current dealer bid–ask indications, the company's latest audited numbers, and comparable listed-company multiples adjusted for the liquidity gap. A quote that arrives without this trail attached is an opinion — and opinions in the unlisted market are frequently someone else's inventory position talking.
When Polemarch sends a firm offer, the valuation basis travels with it. You should demand the same from any counterparty, anywhere.
Stage three: paper before payment
The agreement layer is where a secondary earns the word 'transaction'. A share purchase agreement records price, quantity, representations (you own the shares, they're unencumbered) and the settlement sequence. Where the company's articles require it, ROFR notices go out and waiting periods run. Stamp duty on the transfer is computed and paid — a legal requirement sellers are often surprised by.
Only then does the depository leg execute: a delivery instruction from your demat account moves the shares off-market to the buyer's account. The instruction slip references the buyer's demat details and the agreed consideration — this is the step that makes the sale real and irreversible, which is exactly why everything above happens first.
- SPA signed before shares move — never the reverse.
- Off-market transfers attract stamp duty; budget for it in your net proceeds.
- TDS may apply on the sale consideration depending on the parties — confirm before settlement, not at ITR time.
Stage four: settlement and the audit trail
Payment settles to your verified bank account within T+2 working days of the transfer — through banking channels, against the documented trade. What remains afterwards is as valuable as the money: a complete audit trail of agreement, transfer instruction, consideration and tax deductions, which is what your chartered accountant needs at filing time and what protects you if a question ever arises about the transaction.
Compare this with the informal alternative — price agreed on a phone call, shares transferred on trust, payment 'when it clears' — and the case for running secondaries as structured transactions makes itself. The interactive checklist below walks the demat-transfer leg step by step, so you know exactly what your broker's forms will ask before you sit down with them.
Frequently asked questions
What exactly is a secondary share sale?
A transaction where existing shares move from a current shareholder to a new buyer — the company issues nothing and receives nothing; the seller receives the proceeds. It's how employees, angels and early investors realise value between funding events.
How does the money flow, and is it safe?
Payment routes through verified banking channels against a documented transfer — shares move via depository instruction, funds settle to your registered bank account within T+2 working days of verification. No cash, no escrow-by-trust-me.
What paperwork is involved?
Typically a share purchase agreement, delivery instruction slip (DIS) or demat transfer instruction, KYC for both parties, and company-process documents where the articles require them (ROFR notices, board approval). We prepare and shepherd all of it.
How long does a secondary take end to end?
Demand-rich names: days to match, one to three weeks to close including company mechanics. Quieter names take longer or start on our waitlist. Settlement itself is always T+2 working days post-transfer.
Do secondaries affect the company?
The cap table gets one name swapped; no dilution, no new capital. Well-run secondaries are routine — many companies welcome them as pressure valves that keep employees and early backers happy.
My shares are still in physical certificate form — can I sell them?
Not directly. Physical certificates must be dematerialised into a demat account before an off-market transfer can execute. Your depository participant handles the conversion; start it early, as it can take a few weeks and the sale timeline runs from demat credit, not from the certificate.
Who pays stamp duty on a secondary sale?
Off-market transfers of shares attract stamp duty on the consideration, collected through the depository at the time of transfer. Conventionally the transfer's initiator bears it — the split is agreed in the SPA, and we set it out in your offer so your net proceeds carry no surprises.
Can I run a secondary sale if I live outside India?
Yes — NRI and non-resident sellers transact regularly, with added steps: FEMA compliance on the transfer, potential TDS on the consideration, and repatriation mechanics through your NRO/NRE accounts. Involve your tax advisor early; our desk coordinates the transaction side with them.
What can stall a secondary sale, and how do I avoid it?
The usual culprits: undischarged ROFR notice periods, shares pledged or under lien, mismatched names between demat and PAN records, and missing ESOP exercise paperwork. All are avoidable with the stage-one verification we run before marketing your shares — which is why we do it first.
What would a sale look like?
Enter your own numbers — we’ll show the arithmetic. Actual pricing is agreed deal-by-deal after valuation.
Based entirely on your inputs — not a price quote or an offer. Funds settle T+2 working days after share transfer. Taxes depend on your situation and are not included; this is not tax or investment advice. Unlisted securities carry risk; no assured returns.
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Unlisted securities carry risk. No assured returns.