Sell unlisted shares the clean way.

There is no exchange — so how does price discovery work?

Listed shares meet a continuous auction; unlisted shares meet a negotiation. Price signals come from recent secondary-market prints (what blocks actually changed hands at), current dealer bids, and how quickly a buyer can be found for your specific quantity. Block size matters more than most sellers expect: a small parcel of a well-traded name can clear near the going quote, while a large block of a thinly traded one usually trades at a discount for the buyer's liquidity risk.

This is why the same holding attracts wildly different phone quotes. A quote is only as good as the buyer behind it — an indicative number from a dealer with no live buyer is marketing, not a price. Polemarch's valuation is built the other way around: we look at what demand actually exists for your company right now, and put a number against it that we or a verified buyer will stand behind.

The off-market transfer, step by step

Every unlisted sale settles as an off-market transfer between two demat accounts. Once you accept an offer, the sequence is mechanical:

• Identify the ISIN — the 12-character code (INE…) that uniquely identifies the company's shares. It's on your demat holding statement.
• Execute a Delivery Instruction Slip (DIS) — physically with your DP or electronically via CDSL Easiest / NSDL Speed-e — naming the buyer's DP ID, client ID, quantity and consideration.
• Set the execution date — the date the depository actually moves the shares. Get this wrong and the instruction lapses or executes early.
• Stamp duty on the transfer consideration is paid through the depository mechanism.
• Shares debit from your account, credit to the buyer's; we verify the credit, and payment settles to your registered bank account within T+2 working days.

Documents to have ready before you start

Sales stall on paperwork far more often than on price. Three documents cover most deals: your Client Master Report (CMR) — the DP-stamped summary of your demat account that proves the account details you're transferring from; your PAN, which must match the demat account name exactly; and a demat holding statement showing the shares and ISIN. If your shares came from ESOPs, keep the grant letter and exercise records at hand too — buyers' compliance teams ask for the chain of title.

A surprising number of transfers bounce because the CMR is stale, the bank account isn't the one seeded to the demat, or the holder's name differs across documents (initials, spelling, post-marriage changes). Reconcile these before submitting a request and your deal moves in days instead of weeks.

Tax, timing and the mistakes that cost real money

For unlisted shares, the long-term capital gains threshold is 24 months — not the 12 months listed-share holders are used to. Selling a few weeks early can flip a gain from long-term to short-term treatment at your slab rate, which for many sellers is the single most expensive avoidable mistake in the whole process. Check your acquisition date (for ESOPs, the exercise/allotment date, not the grant date) before you pick a sale window.

The other classic mistakes: dealing with an unverified buyer over WhatsApp and transferring shares before money is secured; accepting the first phone quote without testing demand; ignoring a ROFR clause in a private company's Articles and having the transfer challenged; and leaving no paper trail, which turns your next ITR filing into archaeology. A platform sale exists precisely to remove these failure modes — verified counterparties, escrowed sequencing, and a documented record of every step.