Unlisted shares are gaining traction among savvy investors looking for early access to high-potential companies. One name that frequently sparks interest is PhonePe, a leading Indian digital payments platform backed by Walmart-owned Flipkart.
PhonePe’s strong market position, growing revenue base, and anticipated IPO have made its unlisted shares particularly attractive. However, investing in unlisted shares is not without its complications—factors like low liquidity, opaque pricing, and regulatory risks must be considered.
This article explains how you can buy unlisted shares of PhonePe in India and the important factors you should keep in mind.
High-net-worth individuals (HNIs) or institutional investors may gain access to PhonePe shares through private placements. These deals are usually facilitated by merchant banks, private equity firms, or specialised investment platforms. Such access is typically invitation-based and depends on investor eligibility.
Several registered intermediaries specialise in the buying and selling of unlisted shares. They connect retail and HNI investors with existing shareholders of PhonePe. Transactions are executed over-the-counter (OTC) and must comply with applicable SEBI guidelines.
Ensure the broker is SEBI-registered and provides proper documentation like a Share Purchase Agreement (SPA) and contract note.
PhonePe employees or early-stage investors with Employee Stock Ownership Plans (ESOPs) or vested holdings may choose to liquidate part of their stake before the IPO. You can negotiate directly or via intermediaries to acquire these shares.
Selling unlisted shares can be more complex than buying them. Here’s how you can exit your position:
Use the same platform or broker you used to buy the shares. They often maintain buy/sell demand books and can help you match with interested buyers.
If PhonePe goes public, your unlisted shares may automatically convert into listed shares, which you can then sell on the open market—subject to SEBI’s lock-in period rules (typically 6 months for pre-IPO investors).
You may sell your shares directly to other HNIs or institutional investors, but the process involves negotiation, valuation agreement, and compliance documentation.
While PhonePe’s growth trajectory looks promising, unlisted shares come with unique risks. Here are a few to be aware of:
Fewer buyers and no formal exchange for quick exit. Shares may be hard to sell unless there’s strong demand, especially during downturns.
No clear market-based pricing. Valuations are subjective, and you may overpay if you rely on speculative pricing ahead of IPO news.
Less stringent compliance compared to listed firms. Limited financial disclosures can increase the risk of investing with incomplete information.
No certainty on IPO timeline. Capital can remain locked for years without a guaranteed liquidity event.
Mandatory 6 month lock-in for pre-IPO investors. You cannot immediately book profits post-IPO, which may affect short-term liquidity goals.
Unlisted shares are equity stakes in companies not listed on any public exchange like NSE or BSE. These are usually owned by founders, employees, venture capitalists, or private investors and are traded privately. While they offer early access to high-growth companies, they may lack the liquidity, governance standards, and transparency of listed shares.
Read More: How to Buy NSE Unlisted Shares in India?
PhonePe unlisted shares, like those of many private companies, are available through limited channels such as private placements, intermediaries, and existing shareholders. While interest in such securities has grown, they operate in a relatively less regulated and less transparent environment compared to listed shares. It is important to approach such investments with caution, verify all details, and ensure compliance with applicable laws and regulations.
Disclaimer: This blog has been written exclusively for educational purposes. The securities mentioned are only examples and not recommendations. This does not constitute a personal recommendation/investment advice. It does not aim to influence any individual or entity to make investment decisions. Recipients should conduct their own research and assessments to form an independent opinion about investment decisions.
Investments in the securities market are subject to market risks, read all the related documents carefully before investing.
Published on: Jun 25, 2025, 12:08 PM IST
Neha Dubey
Neha Dubey is a Content Analyst with 3 years of experience in financial journalism, having written for a leading newswire agency and multiple newspapers. At Angel One, she creates daily content on finance and the economy. Neha holds a degree in Economics and a Master’s in Journalism.
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