Unlisted shares are shares of companies that are not listed on any stock exchange, like the NSE or the BSE. These companies are privately held, and their shares are traded through private deals. Planify connects investors to these exclusive opportunities in India’s unlisted space.

Pre-IPO shares refer to the shares of a company purchased before its Initial Public Offering (IPO), when it lists on a public stock exchange. These shares are essentially a subset of unlisted shares, specifically those from companies that are on the path to going public shortly. Planify can offer exclusive pre-IPO deals and early access to high-growth potential companies and the possibility of significant returns upon their successful public listing.

The terms "unlisted shares" and "Pre-IPO shares" are related but distinct. Unlisted shares encompass all shares of companies not traded on public exchanges, regardless of their immediate plans to go public. Pre-IPO shares, on the other hand, specifically refer to unlisted shares of companies that are nearing their Initial Public Offering (IPO). Essentially, all pre-IPO shares are unlisted, but not all unlisted shares are pre-IPO. Planify offers a broad spectrum of both unlisted and pre-IPO opportunities, providing diverse investment options.

No, it is not illegal to buy unlisted shares in India. However, these transactions occur in the "over-the-counter" (OTC) market, which operates outside the formal stock exchanges. While investing in unlisted shares is permissible, it's crucial to transact through regulated and trusted platforms, such as Planify, to ensure transparency and compliance.

Transactions involving unlisted shares typically fall under the regulatory purview of the Companies Act, 2013, and are governed by the Securities and Exchange Board of India (SEBI) regulations concerning private placements and other relevant guidelines. For unlisted share transactions, compliance typically involves:

• KYC (Know Your Customer) Norms: Verification of investor identity and address.

• Share Transfer Deeds: Proper documentation for transferring shares.

• Company Law Compliance: Ensuring the issuing company adheres to all relevant corporate governance and disclosure requirements for private companies.

• SEBI Regulations: Adherence to specific SEBI rules for intermediaries and platforms facilitating such transactions.

Planify ensures that all transactions facilitated on its platform adhere to the necessary regulatory guidelines and are fully compliant, following due process, including proper documentation and reporting.

Once you invest in unlisted shares through Planify, the shares are typically transferred to your Demat account after the transaction is completed and all necessary documentation is processed. The timeline for shares to be reflected in your Demat account generally takes up to T+1working days (T-Transactional Date), unless specified otherwise for cases where deliveries may take longer. Planify's team helps streamline this process to ensure your shares are reflected in your Demat account as quickly as possible.

The fair market value (FMV) is typically determined using various financial metrics, such as recent transactions, valuations in funding rounds, and earnings multiples. Planify provides fact sheets and price discovery tools to help investors assess fair value.

Yes, an unlisted company can give dividends to its shareholders. The company's board typically decides to issue dividends and the number of directors based on its profitability, cash flow, and future investment needs. While many high-growth unlisted companies may choose to reinvest profits back into the business for expansion rather than distributing dividends, this is a possibility, depending on the company's dividend policy. Planify also provides information on a company's historical dividend practices, if applicable. 

Gains from unlisted shares are treated as capital gains. If sold after 24 months, they are taxed as long-term capital gains at 20% with indexation benefits. Short-term gains (held for less than 24 months) are taxed as per your income slab. It is advisable to consult a tax professional for personalized advice regarding your specific tax situation when dealing with unlisted shares.

Securities Transaction Tax (STT) does not apply to transactions involving unlisted shares. STT is a tax levied only on transactions carried out on recognized stock exchanges in India. Since unlisted shares are traded in the off-market or over-the-counter (OTC) segment, they are exempt from STT. 

When filing your Income Tax Return (ITR), you must declare your holdings and any gains or losses from unlisted shares. You typically need to provide details of:

• Acquisition Cost and Date: The price at which you purchased the shares and the date of acquisition.

• Sale Price and Date: The price at which you sold the shares and the date of sale.
  

• Holding Period: To determine whether the gains are short-term or long-term.

• Nature of Gain/Loss: Calculate the STCG or LTCG/Loss.

Specific forms and schedules in the ITR, such as Schedule CG (Capital Gains), would be used to report these details. It is highly recommended to seek guidance from a qualified tax advisor or chartered accountant to ensure accurate declaration and compliance with tax laws for unlisted shares.

Yes, unlisted shares can be sold through private placements or secondary deals. Planify offers a seamless way to buy and sell unlisted shares with transparency. We specialize in facilitating these secondary market transactions, connecting buyers and sellers of unlisted and pre-IPO shares, thereby enhancing liquidity and making it easier to buy or sell these investments.​

Yes, FPIs can invest in unlisted shares subject to compliance with SEBI, RBI, and FEMA regulations. These regulations often include limits on investment caps, sector-specific restrictions, and reporting requirements. FPIs typically invest through established channels and usually prefer companies with strong growth prospects and clear paths to liquidity events, such as an IPO.

NRIs and foreign investors can invest in unlisted shares, but they must follow RBI and FEMA guidelines. They generally face certain restrictions and compliance requirements when investing in unlisted shares in India. These restrictions are primarily related to:

• Reporting Requirements: Mandatory reporting of investments to the RBI.

• Repatriation of Funds:  Rules Governing the Repatriation of Investment Proceeds.

• Payment Methods: Specific banking channels may be required for transactions.

While Planify facilitates investments for a wide range of investors, NRIs and foreign investors should consult with legal and financial advisors specializing in foreign exchange regulations and investment laws to ensure full compliance with all applicable rules and regulations.

Unlisted shares involve the risk of liquidity; it may take time to find a buyer when you wish to sell, and there is no guarantee of a quick exit. In unlisted shares, price discovery can be more challenging due to the limited availability of publicly available financial data and market comparables. However, they offer the potential for higher returns. Planify provides in-depth research, due diligence, and valuation reports to help investors make informed decisions.​