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How to Invest with Invriddhi

A fully digital, transparent 3-step process from discovery to Demat delivery. No paperwork. No confusion. Just access to India's most promising pre-IPO opportunities.

Your 3-Step Investment Journey

From platform discovery to Demat delivery — we've made every step as simple and transparent as possible.

Step 1 of 3

Discover & Review

Log in to the Invriddhi platform and explore our curated research profiles on 12+ unlisted companies spanning sectors including fintech, healthcare, consumer brands, and new-age technology. Every company on our platform has passed our internal research screening — we don't list every company that approaches us, only those we believe represent genuine, research-justified investment merit.

Dive into in-depth financial analysis, year-on-year revenue and profitability trends, peer comparisons with listed analogs, shareholding pattern analysis, management quality assessments, and plainly articulated risk factors. Our research team handles the complexity of private market due diligence — so you can focus on the opportunity and ask the right questions.

What you get in Step 1: Company profiles · Financial model summaries · Peer benchmarking · Indicative pricing range · Risk assessment · Analyst recommendation rationale

Step 2 of 3

Fund & Order

Once you've identified an opportunity that aligns with your portfolio goals and risk appetite, connect with our dedicated advisory team who will provide you with the current indicative pricing and available lot sizes. Pricing in the unlisted market is OTC and moves based on deal flow, recent transactions, and company milestones — your RM will give you real-time context.

Complete your digital KYC (PAN card, Aadhaar, Demat account details, and bank verification) entirely online — no physical document submission required. Transfer funds securely via NEFT/RTGS/IMPS to the designated escrow account, and confirm your order in writing via our platform. A formal confirmation and transaction receipt will be shared with you.

What you need for Step 2: PAN Card · Aadhaar · Active Demat Account (NSDL or CDSL) · Bank account for fund transfer · Digital signatures for agreement execution

Step 3 of 3

Receive & Track

Your unlisted shares are transferred directly to your personal Demat account via an off-market transfer (DP delivery instruction) within standard settlement timelines post documentation completion — typically within 3–7 working days once all paperwork is in order. You will receive a CDN (Client Delivery Note) confirming the transfer, and the shares will reflect in your Demat holding statement.

This is not the end of our engagement — it's the beginning. We provide ongoing support throughout the holding period, including quarterly portfolio updates, news and milestone alerts on your invested companies, market pricing guidance, and — most critically — exit guidance when you're ready to sell, whether in the unlisted OTC market or post-IPO on the exchange.

What continues after Step 3: Demat holding confirmation · Quarterly portfolio reviews · Company milestone alerts · Exit strategy guidance · Tax documentation support

Ways to Buy Unlisted Shares in India

There are three primary mechanisms through which pre-IPO shares change hands in India's OTC market. Here's how each works.

🤝 Most Common

Via Intermediaries

Invriddhi sources shares from existing shareholders — including employees with vested ESOPs, early-stage investors seeking partial liquidity, or promoters wishing to exit a portion of their stake — and facilitates a legally compliant off-market transfer directly to your Demat account.

The transfer is executed via a Delivery Instruction Slip (DIS) from the seller's DP to your DP, with a corresponding payment from buyer to seller. All transactions are documented with a registered Share Purchase Agreement (SPA).

⚠️ SEBI Rule: A mandatory 6-month lock-in period applies post-IPO listing before exchange-listed sale is permitted.
👔 ESOP Route

Via ESOP Sellers

Employees of unlisted companies who have vested ESOPs (Employee Stock Option Plans) may wish to liquidate their holdings before an IPO to realize gains or diversify personal finances. These sellers negotiate directly with buyers — or through intermediaries like Invriddhi — in bilateral OTC transactions.

Pricing is OTC-determined, not exchange-driven. Due diligence on the underlying company is essential, as ESOP sellers may be insiders with different information sets. Invriddhi vets all ESOP transactions rigorously before facilitating.

ℹ️ ESOP sellers may have holding cost advantages that allow more competitive pricing. Always verify the ESOP vesting schedule and transfer eligibility.
🏦 HNI / Institutional

Via Private Placements

Large institutional investors, family offices, and qualified HNIs can access unlisted shares directly via investment banks, merchant bankers, or authorized wealth managers. These are structured as private placements compliant with Companies Act provisions and applicable SEBI regulations.

Minimum ticket sizes are typically high (₹1 Crore+). Invriddhi advises qualified investors on suitable private placement opportunities and manages the documentation, compliance, and ongoing investor relations throughout the holding period.

💡 Private placements offer potential for better pricing with larger ticket sizes. Suitable for investors building a concentrated pre-IPO portfolio.
🔒

Understanding the SEBI 6-Month Lock-In

As per SEBI's IPO regulations (SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended), pre-IPO shareholders are required to hold their shares for a period of 6 months from the date of allotment in the IPO before they can sell on the stock exchange. This is one of the most frequently misunderstood aspects of unlisted share investing — and getting clarity on it is essential before committing capital.

This rule applies specifically to shareholders who received shares via off-market transfers or pre-IPO allotments. When the company eventually lists on NSE or BSE, your pre-IPO shares are "locked in" for 6 months from the IPO allotment date — meaning you cannot sell them on the exchange during this window, even though the stock is publicly traded and your shares are in your Demat account.

✅ What you CAN do during lock-in

Sell your shares in the unlisted/OTC market BEFORE the company's IPO, subject to finding a willing buyer and negotiating a mutually acceptable price. The lock-in only restricts exchange-listed selling post-IPO — OTC transactions before IPO are not subject to this restriction.

🚫 What you CANNOT do during lock-in

Sell your shares on NSE or BSE through your trading account during the 6-month lock-in window post-IPO. Your broker's system will reject the sell order automatically, as SEBI's depository systems flag locked-in shares as non-transferable on exchange.

📅 When the lock-in ends

Exactly 6 calendar months from the date of IPO allotment. After this date, your shares are fully free to trade on the exchange without any restriction. Invriddhi will proactively notify you as your lock-in expiry date approaches, with exit strategy recommendations.

⚡ Strategic implication

Many investors plan to sell immediately post-IPO listing to capture the "listing pop." The 6-month lock-in prevents this for pre-IPO holders. Factor this into your return expectations and hold period planning when evaluating pre-IPO investments with Invriddhi.

Tax Treatment of Unlisted Share Investments

The tax treatment of unlisted shares differs from listed equities. Understanding this in advance helps you plan exits more effectively.

Holding Period Tax Category Tax Rate Notes
Less than 24 months Short-Term Capital Gain (STCG) Applicable income tax slab rate Gains added to total income and taxed at your marginal slab rate (up to 30% + surcharge for highest bracket)
More than 24 months Long-Term Capital Gain (LTCG) 12.5% (without indexation) As per Finance Act 2024. Indexation benefit removed. Flat 12.5% on gains exceeding ₹1.25 lakh across all LTCG assets
Dividend Income Income from Other Sources Applicable slab rate TDS of 10% deducted at source by the company if dividend exceeds ₹5,000. Grossed up and added to total income
📌 *Tax rates as of FY 2025-26. Subject to change in Union Budget. The 24-month holding threshold for LTCG on unlisted shares differs from listed equity (12 months). Consult a qualified Chartered Accountant or tax professional before making investment decisions based on tax efficiency. Invriddhi does not provide tax advice.
💡
Tax Planning Insight

Holding unlisted shares for more than 24 months before exit qualifies you for the LTCG rate of 12.5% — significantly more efficient than STCG under the highest slab rate (30%+). Many investors align their exit timing with both the SEBI lock-in expiry and the 24-month LTCG threshold to optimize after-tax returns.

Key Risks to Understand

We believe informed investors make better investors. Here are the material risks of unlisted share investing, presented plainly.

⚠️

Liquidity Risk

Unlisted shares do not trade on exchanges. Exiting your position before an IPO requires finding a willing buyer in the OTC market, which may take considerable time — potentially weeks or months — and may result in a sale at a discount to your original purchase price if buyer availability is limited or market sentiment has shifted.

📉

Valuation Risk

Without daily exchange-driven price discovery, valuations of unlisted companies are determined by comparable private market transactions, financial performance metrics, and negotiated prices between willing buyers and sellers. These OTC prices may not accurately reflect the company's intrinsic value at any given point in time, and can diverge significantly from eventual IPO pricing.

📋

Regulatory Risk

Changes in SEBI regulations governing pre-IPO share transfers, company-specific legal issues (litigation, regulatory probes, promoter disputes), delays or cancellations of planned IPO filings, or market-wide regulatory changes can all materially impact exit timelines and expected returns on unlisted share investments.

⚠️ Investment Disclaimer: Investments in unlisted equity are speculative in nature and carry a risk of total loss of capital. Past price appreciation in the unlisted market is not indicative of future performance. Only invest capital you can afford to hold for an extended, uncertain period. Invriddhi strongly recommends that unlisted share investments form a limited, considered portion of a well-diversified overall investment portfolio.

Frequently Asked Questions

Quick answers to the questions investors most commonly ask before getting started.

The typical timeline from initial inquiry to Demat delivery is 7–15 working days, depending on the speed of KYC completion, fund transfer, and documentation execution. The KYC and agreement signing process can be completed digitally in 1–2 days. Fund transfer and confirmation take 1 working day. The actual share transfer (off-market) takes 3–7 working days depending on seller DP processing timelines. Your dedicated RM will provide a realistic timeline estimate based on the specific company and seller at the time of your inquiry.
This is an important and often overlooked risk. If a company does not proceed with an IPO, your primary exit options are: (1) Secondary OTC sale — selling to another buyer in the unlisted market, though this may be at a lower price and with lower buyer availability; (2) Buyback by the company — some companies conduct share buybacks, though this is not guaranteed; (3) Strategic sale or M&A — if the company is acquired, shareholders typically receive a negotiated exit. An indefinite hold with no exit is also a real possibility. Invriddhi only features companies with credible IPO timelines, but IPO plans can and do change. Factor this into your risk assessment.
Yes, NRIs can invest in unlisted shares of Indian companies, subject to Foreign Exchange Management Act (FEMA) regulations and RBI guidelines on foreign investment. NRIs require a NRO or NRE Demat account (not a resident Indian Demat account) for the shares to be delivered. Payment must be made through an NRO/NRE bank account via proper banking channels. FPRN (Foreign Portfolio Registration Number) or equivalent documentation may be required in certain cases. Invriddhi works with NRI investors and will guide you through the specific compliance steps applicable to your situation. Please connect with our RM team before proceeding.
Minimum lot sizes vary by company and are determined by seller availability and market conventions. As a general guide, most opportunities on the Invriddhi platform require a minimum investment of ₹50,000 to ₹1,00,000 to participate. Some high-demand or institutional-grade opportunities may have higher minimums. Unlike listed markets, there is no standardized "market lot" — lot sizes in the OTC market are negotiated. Our RM team will communicate the specific minimum investment amount, current indicative price per share, and available quantity for each opportunity when you express interest.
No — there is no statutory lock-in at the time of purchase of unlisted shares via off-market transfer. Once shares are in your Demat account, you are technically free to sell them in the OTC/unlisted market at any time, subject to finding a willing buyer. However, there are practical considerations: (1) Buyer availability varies and is not guaranteed; (2) Selling shortly after purchase may result in a loss if the market has not moved in your favour; (3) The SEBI 6-month lock-in applies post-IPO — so if the company lists soon after your purchase, your ability to sell on exchange is restricted for 6 months from IPO allotment. Invriddhi's platform is designed for investors with a medium-to-long-term holding horizon aligned with the company's expected IPO trajectory.
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Ready to Start Your Journey?

You now know how it works. The next step is yours — explore our curated unlisted share opportunities or speak directly with our advisory team.