How to sell unlisted shares you hold
Reviewed by GrowFast's desk. General information, not advice.
The short answer
You sell unlisted shares by finding a buyer yourself, since there is no exchange. Once a price and quantity are agreed, you instruct your depository participant to transfer the shares from your demat account to the buyer's, and you are paid as agreed.
Before you look for a buyer
- Make sure the shares are in demat form. Paper certificates usually have to be dematerialised through your depository participant first.
- Check for restrictions. Shares from an employee stock option plan may carry conditions, and a private company's articles may require its board to approve a transfer.
- If the company has recently listed, check whether your shares are still under lock-in.
The steps
- Ask for a price. A dealer such as GrowFast will tell you whether it buys that share, the price and how many it will take.
- Agree the terms: price, quantity, and the order in which payment and transfer happen.
- Give the transfer instruction. You submit a delivery instruction, on paper or online, to your depository participant, naming the buyer's demat account.
- State the reason and the amount. The depository requires a reason for an off-market transfer and, for a sale, the amount paid.
- Pay the stamp duty. It is 0.015% of the amount and is collected by the depository; by law the seller is liable.
- Confirm with the one-time passcode sent to you, and keep the transfer statement for your tax records.
Why selling can be slow
Unlisted shares are illiquid. A buyer may not want the quantity you hold, or may offer less than a price you have seen quoted. A listed price on any website is indicative; the price that matters is the one a buyer confirms to you.
Tax when you sell
A profit is a capital gain: long-term if you held the shares for more than 24 months, short-term otherwise. If you sell for less than fair market value, the tax rules can treat the fair market value as your sale price. See the guide on how unlisted shares are taxed.
Questions people ask
Does GrowFast buy unlisted shares?
GrowFast buys as well as sells. Tell the desk the share and the quantity you hold, and it will say whether it can make an offer.
Can I sell part of my holding?
Yes, if the buyer agrees to the quantity.
Sources
- NSDL circular of 22 April 2026 on reason codes for off-market transfers
- NSDL procedure for collecting stamp duty on off-market transfers
- Ministry of Corporate Affairs: Companies (Prospectus and Allotment of Securities) Rules, 2014, rules 9A and 9B
- Income-tax Act, 2025, section 79: fair market value as the sale price of unquoted shares
This guide is general information as the rules stood on 9 Oct 2026. Rules and tax rates change. It is not investment, legal or tax advice; check the sources and take professional advice before you act. See the Terms and Conditions.