SEBI's warning on unlisted-share platforms, and how a private placement differs
SEBI says websites that trade shares of unlisted public companies are not authorised. A private placement is a different route under the Companies Act.
RegulationPhoto: UnsplashIn June 2026 SEBI repeated a warning it first gave in 2016 and again in December 2024: electronic platforms and websites that facilitate transactions in the securities of unlisted public companies are not recognised by SEBI, and in its view act in breach of the Securities Contracts (Regulation) Act and the SEBI Act. Investors who buy through them have no recourse to exchange grievance redressal or investor-protection funds.
For family offices, the warning is a useful reminder of the difference between two things that are often described the same way.
A marketplace for unlisted shares
These platforms quote prices for shares in well-known unlisted companies, take orders from many buyers and route transfers between strangers. They behave like an exchange without being one. The shares on offer are usually those already widely marketed, and the prices often reflect demand on the platform more than the company's earnings.
A private placement
A private placement is how a company raises money from a small number of identified investors under section 42 of the Companies Act, 2013. The company makes an offer by a private placement offer letter to people it names, money comes from the investor's own bank account into a separate account, and the company files the return of allotment with the Registrar. A secondary purchase from an existing shareholder is documented by a share purchase agreement and a demat transfer. Neither involves a public order book.
Where the desk sits
Off Market Desk does not run an order book, quote prices or hold investors' money. It introduces identified family offices to companies raising capital, builds the deal room, and documents each transaction under the Companies Act, with money moving directly to the company or the seller. Every room carries the company's own NDA, the desk's diligence tracker and the risks it sees.
As SEBI's advisory says, check who you are dealing with, and how your money moves, before you invest.
For information only. Not an offer, advice or a recommendation to buy or sell any security.