Buying unlisted shares without proper evaluation is like buying a house without an inspection. You might get lucky, but more likely you'll discover problems after it's too late. Unlike listed companies where information flows freely, unlisted companies require you to be your own analyst, detective, and risk manager all at once.
This guide will give you a practical, step-by-step framework to evaluate unlisted companies before you invest. No finance degree required – just systematic thinking and willingness to do the work.
The 7-Layer Due Diligence Framework
Think of due diligence like peeling an onion. Each layer reveals more about the company's real health and potential. Skip layers at your own risk.
1. Business Model & Fundamentals - Does the company make sense?
2. Financial Analysis - Is the company financially healthy?
3. Management & Governance - Can you trust the people running it?
4. Market Position & Competition - Does it have a competitive edge?
5. Valuation Analysis - Are you paying a fair price?
6. Legal & Compliance - Are there hidden landmines?
7. Exit Potential - How will you get your money out?Layer 1: Business Model & Fundamentals
Start with the most basic question: Do you understand what this company does and how it makes money?
What to Evaluate:
Product/Service: What does the company sell? Can you explain it to a 12-year-old?
Value Proposition: Why do customers choose this over alternatives?
Revenue Model: How does money flow in? Subscription? Transaction fees? Product sales?
Unit Economics: Does the company make money on each sale? (Critical for startups)
Scalability: Can revenue grow without proportional cost increase?Red Flag Alert
If after 30 minutes of research you still don't understand how the company makes money, don't invest. Complexity is often a red flag, not sophistication.
Layer 2: Financial Analysis
This is where rubber meets road. Numbers don't lie (usually). Here's what to analyze:
Revenue Analysis:
Revenue Growth Rate: Growing at 30%+ annually? Good. Flat or declining? Investigate why.
Revenue Quality: Recurring (good) vs. one-time (okay) vs. project-based (risky)
Customer Concentration: Does 80%+ revenue come from 1-2 customers? Major risk.
Revenue Visibility: Can you predict next year's revenue?Profitability Metrics:
Gross Margin: Profit after direct costs. Good range: 40-80%
EBITDA Margin: Operating profit margin. Good range: 15-30%
Net Margin: Final profit after all costs. Good range: 10-20%
Burn Rate: Monthly cash outflow (for loss-making companies)Cash Flow Analysis (Most Important!)
Why it matters: Profit is opinion, cash is fact. Companies can show accounting profit while being cash-negative.
Operating Cash Flow: Is core business generating cash?
Free Cash Flow: OCF minus capital expenditure. This is real money available.
Cash Runway: Current cash ÷ Monthly burn = months of survivalGolden Rule: For loss-making companies, ensure they have 18-24 months cash runway.
Layer 3: Management & Governance
You're not just investing in a business – you're trusting people with your money.
Founder/CEO Evaluation:
Track Record: Previous successes or failures? Learn from patterns.
Domain Expertise: Does founder deeply understand the industry?
Commitment: Full-time or side project? Skin in the game?
Communication: Honest about challenges or always overly optimistic?
Reputation: What do former employees say? (Check Glassdoor, LinkedIn)Corporate Governance Red Flags:
Family members in key roles without relevant experience
Board has no independent directors
Frequent auditor changes
Related party transactions
Opaque shareholding structure
Promoters pledging shares for personal loansLayer 4: Market Position & Competition
Questions to Answer:
Market Size: Is the addressable market big enough? (₹1,000+ crores for meaningful returns)
Growth Rate: Is the market itself growing? (15%+ annually is good)
Market Share: Is company #1, #2, or struggling behind?
Competitive Moat: What prevents competitors from eating their lunch?
Winner-Take-All: Is this a market where #1 takes 80%? Or fragmented?Competitive Moat Checklist:
Does the company have at least ONE of these sustainable advantages?
Network Effects: More users make product more valuable
Switching Costs: Hard for customers to leave
Brand Power: Customers pay premium for brand
Cost Advantage: Can produce cheaper than anyone else
Regulatory Approval: Licenses hard to get
Proprietary Technology: Patents or trade secretsNo moat = vulnerable to competition = risky investment
Layer 5: Valuation Analysis
A great company at wrong price is a bad investment. Here's how to evaluate if price makes sense:
Method 1: Recent Funding Round Valuation
If company raised funding in last 12 months, that's your benchmark.
Unlisted price should be at most 20-30% premium to last funding round
If 2+ years since funding, valuation might have changed significantlyMethod 2: Comparable Company Analysis
Compare to similar listed companies:
Find 3-4 listed companies in same sector
Calculate their Price-to-Sales (P/S) ratio
Apply same ratio to unlisted company (with 30-40% discount for illiquidity)Valuation Red Flags:
Unlisted price 50%+ higher than last funding round (just 6 months ago)
Company valued at 20x+ revenue while making losses
Broker can't explain how they arrived at valuation
Valuation based on "future potential" rather than current metricsLayer 6: Legal & Compliance
Documents You MUST Review:
Articles of Association (AoA): Company rules, transfer restrictions
Shareholders Agreement (SHA): Rights of different shareholders
Cap Table: Who owns what percentage?
Financial Statements: Last 3 years audited financials
Board Resolutions: Major decisions, approvals
Pending Litigation: Any ongoing lawsuits?
Regulatory Approvals: All licenses up to date?Legal Red Flags - Walk Away If You See These:
Seller cannot provide basic financial statements
Company has pending cases from tax authorities or regulators
Shares have undefined lock-in periods or transfer restrictions
Company's RTA cannot confirm share ownership
Auditor has given "qualified opinion"
Multiple rounds of "down rounds"Layer 7: Exit Potential
How will you get your money back? This is often forgotten but crucial.
IPO Potential (Best Exit):
Has company announced IPO plans? What timeline?
Does it meet SEBI's eligibility requirements?
Sector conducive to listing?
Market conditions favorable?Acquisition Potential:
Is company in consolidating industry?
Strategic value to larger players?
Recent M&A in sector?Secondary Market Liquidity:
Is there active trading in unlisted market for this company?
Can you find 3+ brokers quoting prices?
What's the bid-ask spread?Exit Red Flags:
Company has no plans to IPO and is unprofitable
Sector facing regulatory headwinds
No secondary market activity
Founder says "we never plan to go public" while burning cashKey Takeaways
Due diligence is NON-NEGOTIABLE for unlisted investing
Use the 7-layer framework: Business, Financials, Management, Market, Valuation, Legal, Exit
Cash flow matters more than accounting profit
Never invest without reviewing 3 years' audited financials
Management quality can make or break investment
Valuation must be justified by fundamentals, not just hype
Always verify share ownership with company's RTA
Understand exit path before entry
If something doesn't make sense, don't invest until it does