What is an Unlisted Public Limited Company?

Listed firms, according to several sources, are those that are listed and traded on a certain stock market. The stock markets have numerous requirements that a firm must meet and continue to meet in order to be and remain listed.  In order to sell its shares to the public, a private firm must go public; once public, it must register with a stock market. Companies prefer to go public in order to minimize their debt and have more options for funding than bank loans. A public firm may not necessarily have to be listed. Unlisted shares meaning is simple It’s share of Unlisted public companies are those that are not listed on any stock market but can have an unlimited number of shareholders in order to generate funds for any commercial activity.

Listed entities are those that are traded on a particular stock market. Stock markets have several fundamental conditions that a firm must meet in order to be listed.

A private firm often goes public in order to sell its stock to the general public, after which it registers with a stock market. Companies go public to reduce their financial responsibilities and to have a source of capital other than bank loans. A publicly traded company is not necessarily required to be listed.

Unlisted equity shares means that the unlisted public corporation is not listed on any stock market but might have a large number of shareholders to raise funds for any business.

What is unlisted company?

In order to be an unlisted company in India, the company is not mentioned on any stock exchange, and it is therefore private in nature. Due to the fact that they are unlisted, they are unable to obtain cash since they do not have the ability to do so.

These companies are transforming themselves into capital investors in the coming years. Shares are traded “over the counter,” meaning that each party can make the specifications they desire in accordance with their own needs during the trade. Therefore, the transfer of control does not take place as a result. The operations of unlisted companies are more autonomous than those of listed companies.

How to buy shares of unlisted companies?

Unlisted companies in India can be invested in several ways. The most popular methods to buy the share of unlisted public company in india include : 

  • Startups and intermediaries can be invested in – 

An unlisted company that intends to go public is considered a pre-IPO company. If you are interested in investing in pre-IPO companies, you will be able to do so using a Demat account, since the shares come directly into it, even if the trade takes place off record and where there is no involvement in the exchange. A trusted intermediary should be able to help you close a transaction and avoid counterparty risks, and this is the only thing you need to look for. In addition, you can invest in unlisted start-ups that will grow multiple times as time passes. Despite being off the radar at present, these companies could become profitable and grow in the future.

Stock transfers into your Demat account are usually possible with a minimum investment amount of Rs 50,000 for most start-ups.

• Direct employee ownership of ESOPs- 

There are brokers that can help you locate employees of organizations who sell their shares at a set price after a predetermined period of time if you choose to work with them. Unlisted companies in India can be purchased this way.

  • Investing directly with promoters 

If you would like to invest a significant amount in an unlisted company, you can consult a trusted investment bank, wealth manager, or broker. Aside from that, they will be able to offer you a way to get in touch with the company’s promoters directly and address any queries you may have regarding unlisted companies in India in 2021 and 2020. It is called a private placement when such a transaction takes place. 

• Put money into PMSs and AIFs

Investing portfolios that are professionally managed are known as Portfolio Management Systems or PMS for short. Portfolio managers make dynamic changes to the weight and composition of the portfolio in accordance with market trends so as to maximize the investors’ net returns based on the market trends. Through PMS schemes, where unlisted shares are picked up as part of the investment strategy of the PMS scheme, you can reap the benefits of investing in unlisted shares in India.

Compared to direct purchase, this is much safer because; 

  1. By diversifying the portfolio’s constituents, you can reduce risk.
  2. Based on the performance of the stocks, the portfolio manager dynamically removes or adds them to the portfolio. 
  3. It is quite beneficial to invest in unlisted shares, but such investments are quite risky.

 The associated risks are: 

  • Illiquidity:

The illiquidity risk premium is an additional return paid to investors in exchange for tying up capital. The premium compensates the investor for foregoing the ability to limit mark-to-market losses and adapt positions to changing market conditions. The inverse of liquidity is illiquidity. When security or other asset cannot be easily and quickly sold or exchanged for cash without suffering a significant loss in value, it is said to be illiquid.

  • Loss of capital:

A capital loss is a loss incurred when the value of a capital asset, such as an investment or real estate, decreases. This loss will not be realized until the asset is sold for a price less than the original purchase price.

A capital loss is the inverse of capital gain; when the investment is sold, it results in a loss. The difference between the selling price and the cost/purchase price of an investment is known as capital gain/loss.

  • May does not pay dividends:

If you do something that pays dividends, it will produce positive results in the future: All of that extra training is paying off. Success, achievement, and fulfillment. A game. accomplish.

Dividend payments, whether cash or stock, reduce retained earnings by the dividend amount. When a cash dividend is paid, the funds are transferred to a liability account known as dividends payable.

When buying unlisted shares in India, make your investment decisions wisely and seek the advice of an experienced and trustworthy financial advisor.

Rules of Unlisted Public Companies (preferential allocation), 2003:

All unlisted public companies are subject to these rules as they concern preferred issues (private placements) of shares, fully convertible bonds, partially convertible bonds, and any other financial instruments convertible into equity securities. A public unlisted company must comply with those rules regarding disclosures.

Difference Between Listed and Unlisted Company

Core companies fall into two categories: listed and unlisted. There are many differences between listed and unlisted companies, depending on their size, structure, and method of obtaining capital. Profit maximization is the primary goal of both.

  1. Listed companies have many shareholders, while unlisted companies have private investors as owners. That is the main difference between the two.
  2. An executive and non-executive board of directors, appointed by shareholders, makes the company’s decisions. Many corporate governance requirements specify and govern board composition.
  3. In some important decisions, decisions must be taken into consideration. When investors invest in a listed company, they are entitled to two types of returns. They are:
  • Dividends

Shareholder dividends are amounts paid by companies to their shareholders. The concept of reinvestment of dividends is referred to the process by which investors choose to invest the amount of money to which they are entitled in the business when they receive dividends, as opposed to collecting dividends themselves.

  • Capital gains

These gains are a result of the sale of these investments and they are considered capital gains.

For a company to succeed, it is not necessary for it to appear on the list in order to be accepted. In contrast to what is required for listed companies, disclosure requirements for financial results do not have strict rules that have to be followed, which means that they are more flexible and less complicated.

Recent Development

  • A reduction in the corporate tax rate was announced in the budget, which will directly benefit listed companies.
  • More than 2,700 companies listed on the Bombay Stock Exchange (BSE) may earn revenue from the proposed budget for 2018, which increases the existing 30%. Analysts have approved of the development and hope that the surplus generated will help to create jobs as a result of the development. The reduction in the corporate tax rate is expected to benefit a large segment of MSMEs, as the business tax rate is expected to be reduced.
  • There was a general expectation that rural development and the ‘common man’ would be emphasized, but the announcement of the new cost formula and the LTCG tax on equity, along with minimum support prices, were a negative surprise. Nomura’s Indian economist, Sonal Varma, commended the company for reducing taxes, consolidating its finances, and investing continuously in infrastructure.
  • According to Amar Ambani, partner with IIFL and head of research, the move will benefit many other non-bank financial companies as well as state finance councils (SFBs), which deal with small business finance.
  • Through the budget, it will be possible to achieve an agenda of inclusive growth, formalization of the economy, and job growth through the agricultural sector, as well as micro, small, and medium-sized enterprises.
  • For companies that are still limited to MSMEs, large contributors will have to wait another year to see if the corporate tax rate will be reduced from 30% to 25%, as promised by the FM. The reduction is expected to benefit 99% of MSMEs with a turnover of up to 2.5 billion rupees, according to Deloitte India.


how to invest in unlisted companies in india?

Private placements allow investors to buy shares directly from promoters without having to go through a stock exchange. You should consult a broker, investment bank, or wealth manager before allocating funds. In addition to helping you reach a fair value, they will help you connect with the company’s promoters.

Is it good to buy unlisted shares?

It is possible for something like investing in unlisted companies to be complementary to someone who is investing in listed shares because unlisted shares have different risk dynamics. Diversifying your portfolio with them can be a good idea. The returns on unlisted shares are similar to those on listed shares and they offer a similar increase in return potential.

How do unlisted shares work?

In the stock market, unlisted private company are shares that are not listed on formal exchanges. top unlisted companies in india like OLA and JIO have unlisted shares, for instance. Similarly, many companies are not listed on a formal stock exchange because they do not meet the requirements. But these companies are prominent in unlisted shares list.

Do unlisted shares give dividends?

The dividends paid by unlisted companies to shareholders may not be frequent or they may not be required. To facilitate further growth, many small businesses reinvest profits back into the company.


From a legal perspective, unlisted public companies are not required to resell stock shares to their promoters or those who acquired them from their promoters, since they were not required to resell them to them. The shares are available for sale to anyone, but finding a buyer for unlisted shares is generally difficult. In light of the fact that they are currently not traded on any public markets, this is not a surprising fact. 

Any person buying such shares may have the shares transferred in the company’s registry on their behalf without the company’s objection. It is of course necessary for the seller and buyer to comply with normal compliance procedures, such as completing the appropriate transfer document, publishing the transfer stamp, etc. Therefore, it is recommended that investors avoid unknown stocks listed on the stock exchange. A public company’s shares or obligations should not be invested in unless the promoters are personally known. The alternative would be for investors to obtain shares that might be difficult to sell, even at a discount.

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