What Is The Role Of Due Diligence In Investing In Unlisted Shares?

Due Diligence is an essential process performed on potential financial entities of a company before investing in their shares. Various companies in India offer their unlisted shares before bringing their Initial Public Offering (IPO). This process minimises the risk by reviewing the company’s past performance, financial records, and total valuation. Regardless of the company, Due Diligence is mandatory for individual investors to analyse the risk before they decide to buy unlisted shares in India  . 

According to the Tuck School Of Business, only 10-15% of investment proposals go through Due Diligence. More than one million companies in India allow investors to buy unlisted shares. So it is essential to understand the role of due Diligence before investing in any unlisted shares in India. Get ready to learn the process of due Diligence.

What Exactly Is Due Diligence?

In India, people still have limited knowledge of investing and the stock market. The majority of individual investors skip Due Diligence in investing. Even the National Stock Exchange (NSE) ace investor also recommends performing Due Diligence before investing in unlisted shares. In simplified form, Due Diligence is the process of doing an audit, investigation or review of the potential entity before entering the transaction for stock or other assets. 

It is a systematic way to analyse the company’s financial records before investing in its listed or unlisted shares. There are various platforms on which you will get public information about companies that offer pre-IPO stocks. It includes the total valuation, revenue, competitors, previous year’s profits, and many more. By performing Due Diligence, you can mitigate the risk of future losses.

Different Forms Of Due Diligence

Due Diligence before stock  investment is categorised in different forms based on the type of financial information. During the investment process, it is required to analyse the current market condition, and it is essential to understand the goal behind this investigation process. Here are the different forms of Due Diligence in unlisted shares:

Financial Due Diligence

As the name suggests, in this form of Due Diligence, you  analyse a company’s financial records. During this, you audit the company’s account statements and balance sheets to ensure no irregularities.

Commercial Due Diligence

This form of Due Diligence in investment includes reviewing a company’s unlisted shares in the market. It also includes researching the previous year’s sales, competitors, and expected returns from a particular company’s share. Commercial Due Diligence is a crucial step in buying pre-IPO stocks.

In legal Due Diligence, you ensure that the company follows legal compliance while offering products or services. It also includes checking the pending litigation or any law sanction company is facing right now. When a company follows all legal compliances while offering its unlisted shares, it reduces the future risk for investors.

Role of Due Diligence In Investing In Unlisted Shares

Investing in unlisted shares can be difficult when you don’t perform Due Diligence. This investigation process has its role in providing data about the company’s financial situation. Due Diligence is widely used by sole investors or firms who buy unlisted shares of startups or businesses.

Analyse The Potential Risk

One of the crucial roles of Due Diligence in investing is mitigating future risk. The audit process includes identifying the potential threat by analysing the unlisted shares in every aspect. It also assesses the company’s financial factors, like revenue, profit made in the fiscal year, and expected future return on a particular share.

Access To the Balance Sheet

The balance sheet of any company shows its financial records in a more precise way. When you incorporate Due Diligence in investing before buying unlisted shares, it presents the liabilities and assets of the company in a consolidated form. Additionally, you can also get an overview of the total incurred debts and expected growth of its pre-IPO stocks in the next 5-10 years.

Company’s Total Valuation

An exact figure of the company’s total valuation is essential to investing decisions. That is why the most prominent investors always consider this metric before buying unlisted shares of the companies. Following Due Diligence allows you to review the company’s price-per-earning growth ratio. 

Price History Of Unlisted Shares

With Due Diligence, you will have the price history of the unlisted shares and their past performance. The process allows you to get detailed dividend and growth ratio figures. It also gives you a rough idea about unlisted shares like Hexaware Technologies and Fincare’s total profit earned by the current owner. You can review the price history to make an investment decision.

Possibility Of Share Dilution

There are many possibilities to dig deep into factors that decide unlisted shares’ growth. It clarifies the other available options and how much a share can dilute in upcoming months. So, due Diligence in investing has its role of allowing you to select the right unlisted shares.

Key Factors For Investing Due Diligence 

Investors need to consider certain essential points while investing in unlisted shares to deviate from undue risks and challenges. Here are some of the key points to look into unlisted companies as investing due diligence:

Company Structure & Size

One of the prominent steps is to look into the financial and legal structure of the company. It helps investors to take a glimpse of shareholders’ ownership and control measures in the company. If any unlisted company has an unorganised structure with complex management, it will not project good growth in the future. Also, the expanding size indicates a growthable environment. 

Metrics of Revenue & Gross Margins 

Next, in the investing due diligence process, investors can analyse key financial ratios like gross margin, operating profits, and revenue figures. It helps them check the company’s financial growth and how long it can sustain the growth. These insights help investors assess potential risks or failure patterns due to internal business operation factors. 

Market Competition & Size 

An unlisted company’s growth and stability also depends on market size, customer expectation, and competition. So, investors should look into these factors as due diligence for better comprehension of overall industry risk, trading barriers, and regulatory framework. Even if the company is performing well, this factor can influence growth. 

Furthermore, investing due diligence comprises the company’s decision-making, mergers, changes in leadership structures, and others. Investors should actively research these key factors to evaluate company growth. 

Invest in Unlisted Shares With Stockify

Are you looking for a platform that allows you to invest in top-performing unlisted shares? Stockify is an excellent platform for investors to buy unlisted shares of different companies. Our team performs the complete market analysis and mitigates the risk. We are India’s leading stock trading platform that offers retail investors access to blue-chip stocks before their listing in BSE/NSE. Start investing from the comfort of your home with us.

Table of Contents

Due diligence is a review process performed to gather information on financial entities or stocks, which is crucial in making informed decisions and mitigating risk.


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Piyush Jhunjhunwala
Piyush Jhunjhunwala
CA, CPA, Ex. PepsiCo, Reckitt, Coty
CEO & Founder
Dubai, UAE.
Rahul Khatuwala
Rahul Khatuwala
Ex. Wipro & Finaco Founder
Bangalore, India.