Off-Market Transfer of Unlisted Shares via CDSL EASIEST & NSDL: DIS, TPIN and Charges Explained
· 5 min read · Written by the BuyUnlistedShares desk. Information only, not investment advice.
How off-market transfer of unlisted shares works in India: physical DIS vs CDSL EASIEST, TPIN and OTP flow, transfer charges, and why transfers get rejected.
Unlisted and pre-IPO shares do not trade on the NSE or BSE order book. So when you buy them, the shares cannot simply "settle" into your account through the exchange clearing mechanism the way listed shares do. Instead, they move through an off-market transfer — a direct debit from the seller's demat account and a credit into the buyer's, arranged outside the exchange.
For most first-time buyers of unlisted shares, this step is the most confusing part of the whole process. This guide breaks down the mechanics: the physical DIS route, the digital CDSL EASIEST and NSDL SPEED-e routes, the TPIN and OTP flow, what the charges typically look like, and the common reasons a transfer gets rejected.
What "Off-Market Transfer" Actually Means
An off-market transfer is any movement of securities between two demat accounts that does not pass through the stock exchange's clearing corporation. There is no broker executing a trade and no exchange guarantee of settlement — the transfer is instructed directly by the account holder (the seller) to their Depository Participant (DP).
In India there are two depositories:
- CDSL — Central Depository Services Limited
- NSDL — National Securities Depository Limited
Your demat account sits with one of them (via your DP — usually your broker or bank). Off-market transfers can happen within the same depository or across CDSL and NSDL. The seller always initiates; the buyer only needs to share their demat details accurately.
The Two Routes: Physical DIS vs Digital EASIEST / SPEED-e
1. Physical DIS (Delivery Instruction Slip)
A DIS is a paper booklet — like a chequebook — issued by your DP. To transfer shares off-market, the seller fills out a slip with:
- ISIN of the unlisted share (a 12-character code unique to each security)
- Quantity of shares
- Buyer's target details: 16-digit DP ID + Client ID (for CDSL) or the 8-digit DP ID + 8-digit Client ID (for NSDL)
- Reason / consideration (e.g. off-market sale, gift, transfer)
- Execution date
- Signature(s) matching the DP's records
The seller submits the physical slip to their DP branch. The DP verifies signatures and processes the debit. This route is slower — it can take a few working days — and is prone to rejection over small errors, but it is still widely used for unlisted shares because many holders do not have digital transfer enabled.
2. Digital — CDSL EASIEST and NSDL SPEED-e
Both depositories offer an internet-based facility that replaces the paper slip:
- CDSL EASIEST (Electronic Access to Securities Information and Execution of Secured Transactions)
- NSDL SPEED-e (with the IDeAS / e-DIS layer)
The seller registers once for the online facility through their DP. After that, transfers are instructed on-screen and authorised electronically — no branch visit, faster processing, and a clear audit trail.
The TPIN and OTP Flow (CDSL e-DIS)
For CDSL accounts, the modern digital path most sellers encounter is e-DIS with TPIN:
- The seller (or their broker's platform) initiates the off-market transfer online, entering ISIN, quantity and the buyer's DP ID + Client ID.
- CDSL sends a TPIN — a 6-digit Transaction PIN — to the seller's registered mobile number and email.
- The seller enters the TPIN to authenticate.
- CDSL then sends a separate OTP to the registered mobile/email to confirm the specific transaction.
- Once both are verified, the debit is authorised and the shares move.
The key point: authorisation is tied to the registered contact details on the demat account. If the seller's mobile number or email is outdated, the TPIN/OTP never arrives and the transfer stalls. NSDL's SPEED-e uses a comparable authentication layer (password/e-Token or OTP depending on the setup).
Transfer Charges: What to Expect
Off-market transfer charges are levied by the DP, not by CDSL or NSDL directly, so the exact amount varies by DP. As a general market pattern in India:
- Per-ISIN / per-transaction fee: commonly a flat charge (frequently in the region of ₹10–₹25 per ISIN) or a percentage of transaction value (often around 0.02%–0.03%), whichever the DP applies, subject to a minimum.
- Minimum per instruction: many DPs set a floor, so a small transfer can still attract a fixed minimum charge.
- Stamp duty: off-market transfers of shares attract stamp duty as per the applicable rules; for genuine sales this is typically 0.015% of consideration value.
- GST applies on the DP's service fee.
Always confirm the exact schedule with the specific DP before instructing the transfer, because these figures are indicative and DP-specific, not fixed by regulation.
Why Off-Market Transfers Get Rejected
Rejections are common and almost always avoidable. The usual culprits:
- Wrong DP ID / Client ID — a single mistyped digit sends shares nowhere or bounces the instruction. Double-check the buyer's Client Master Report.
- ISIN mismatch — the ISIN entered does not match the exact security held. Unlisted companies occasionally have more than one ISIN across events.
- Insufficient quantity / shares under lock-in — the seller does not hold enough free (unpledged, unlocked) shares. Post-IPO lock-in or pledge markings block the debit.
- Signature mismatch (physical DIS) — the slip signature does not match DP records.
- TPIN/OTP failure — outdated registered mobile or email, so the code never reaches the seller.
- PAN / KYC issues — inactive, frozen or KYC-non-compliant demat account on either side.
- Name / consideration errors — reason code or consideration value left blank or inconsistent.
A quick pre-check of the buyer's Client Master Report (CMR) against every field on the instruction eliminates the large majority of these.
FAQ
Q: Who initiates an off-market transfer — buyer or seller?
The seller initiates it, because the shares are debited from the seller's demat account. The buyer only supplies accurate demat details (DP ID + Client ID) and their CMR.
Q: How long does an off-market transfer of unlisted shares take?
Digital transfers via CDSL EASIEST / e-DIS or NSDL SPEED-e are typically faster; physical DIS needs manual verification. Timelines are indicative and depend on the DP.
Q: Can shares move between CDSL and NSDL?
Yes. Off-market transfers can happen across depositories as long as the correct DP ID and Client ID for the destination account are used.
Q: What is a TPIN?
A TPIN is a 6-digit Transaction PIN issued by CDSL to authenticate e-DIS instructions, used alongside a transaction OTP sent to the account holder's registered mobile and email.
