Private Placement with listing
Regulation 92
Private Placement with listing
IFSCA (Fund Management) Regulations, 2025No change in 2026Chapter VI · Other Fund Management Activities
Chapter VI · Other Fund Management Activities
Regulation 92 – Private Placement with listing
High importance about 3 min
Investment Trusts — REITs & InvITs: Setting up and running listed and unlisted Investment Trusts, from sponsor to distribution.
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In plain English
For private placement with listing: obtain in-principle exchange approval (valid six months), file the PM with fee at least five working days before the issue opens (opening within six months of in-principle approval), raise from accredited investors or investors of at least USD 150,000 (USD 1 million each if less than 80% is in completed revenue-generating assets), from between 2 and 1,000 investors, and file the final PM within ten working days of listing.
In plain English
USD 150,000 (USD 1m if <80% in completed revenue-generating assets)
IT private placement (listed) — min investment
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The rule, in its own words
Read the exact text of Regulation 92
92. The fund raising by an Investment Trust by way of private placement whose units are proposed to be listed on the recognised stock exchange(s) shall be subject to compliance with the following:
(a) The Investment Trust shall obtain in-principle approval from the recognised stock exchange(s):
Provided that the in-principle approval shall be valid for a period not greater than six (6) months from the date of its receipt from the recognised stock exchange.
(b) The Investment Trust, through the Investment Manager or Investment Banker, shall file a placement memorandum with the Authority along with the applicable fee at least five (5) working days prior to opening of the issue:
Provided that…
Show the full text
92. The fund raising by an Investment Trust by way of private placement whose units are proposed to be listed on the recognised stock exchange(s) shall be subject to compliance with the following:
(a) The Investment Trust shall obtain in-principle approval from the recognised stock exchange(s):
Provided that the in-principle approval shall be valid for a period not greater than six (6) months from the date of its receipt from the recognised stock exchange.
(b) The Investment Trust, through the Investment Manager or Investment Banker, shall file a placement memorandum with the Authority along with the applicable fee at least five (5) working days prior to opening of the issue:
Provided that such opening of the issue shall not be at a date later than six (6) months from the receipt of in-principle approval for listing, from recognised stock exchange(s).
(c) The Investment Trust shall raise funds from accredited investor or from investors investing at least USD 150,000:
Provided that if a privately placed Investment Trust invests or proposes to invest less than eighty per cent of the value of the assets of Investment Trust in completed and revenue generating assets, the minimum investment from each investor shall be USD 1 million.
(d) The Investment Trust shall raise funds from at least two (2) and not more than one thousand (1000) investors.
(e) The Investment Trust, through the Investment Manager, shall file the final placement memorandum with the Authority within a period of ten (10) working days from the date of listing of the units.
Statutory text — Principal Regulations, 2025 (as amended to 30 January 2026), consolidated where amended. The notified Gazette text prevails. Tap a highlighted word for how it functions.
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Exceptions and conditions
Taken from the wording of this provision — the carve-outs and conditions worth reading closely.
The fund raising by an Investment Trust by way of private placement whose units are proposed to be listed on the recognised stock exchange(s) shall be subject to compliance with the following:
Provided that the in-principle approval shall be valid for a period not greater than six (6) months from the date of its receipt from the recognised stock exchange
Provided that such opening of the issue shall not be at a date later than six (6) months from the receipt of in-principle approval for listing, from recognised stock exchange(s)
Provided that if a privately placed Investment Trust invests or proposes to invest less than eighty per cent of the value of the assets of Investment Trust in completed and revenue generating assets, the minimum investment from each investor shall be USD 1 million
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What this means in practice
Compliance actions
- Applies to
- Investment Trust (private placement with listing)
- Frequency
- Per issue
- Timing
- PM at least 5 working days before open; final PM within 10 working days of listing
- Evidence
- In-principle approval; PM filings with timestamps
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The numbers that matter
| Requirement | Threshold | On crossing |
|---|---|---|
| IT private placement (listed) — min investment | USD 150,000 (USD 1m if <80% in completed revenue-generating assets) | Per-investor minimum |
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Where it connects
Read alongside
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Check yourself
Quiz Centre
Test yourself on Regulation 92
6 questions in the unified bank test this regulation. Each explains every option and cites the provision.
For an Investment Trust private placement with listing, the PM must be filed with fee at least how long before the issue opens?
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Your notes
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Investment Trusts — REITs & InvITs