Regulation 93: Private Placement without listing

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In plain English

For private placement without listing: file a draft PM with fee at least five working days before the issue opens (opening within three months of the on-record communication), raise from accredited investors or investors of at least USD 250,000, from not more than 50 investors, and file the final PM within ten working days of allotment.

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The rule, in its own words

Read the exact text of Regulation 93

93. The fund raising by an Investment Trust by way of private placement, whose units are not proposed to be listed on the recognised stock exchange(s), shall be subject to compliance with the following: (a) The Investment Trust shall file a draft placement memorandum with the Authority in the manner as specified by 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 three (3) months from the date of communication from the Authority that the placement memorandum has been taken on record. (b) The Investment Trust shall raise funds from investors investing at least U…

Show the full text

93. The fund raising by an Investment Trust by way of private placement, whose units are not proposed to be listed on the recognised stock exchange(s), shall be subject to compliance with the following: (a) The Investment Trust shall file a draft placement memorandum with the Authority in the manner as specified by 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 three (3) months from the date of communication from the Authority that the placement memorandum has been taken on record. (b) The Investment Trust shall raise funds from investors investing at least USD 250,000 or accredited investors. (c) The Investment Trust shall raise funds from not more than fifty (50) investors. (d) The Investment Trust shall file the final placement memorandum with the Authority within a period of ten (10) working days from the date of allotment of the units to the investors.

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 not proposed to be listed on the recognised stock exchange(s), shall be subject to compliance with the following:

Provided that such opening of the issue shall not be at a date later than three (3) months from the date of communication from the Authority that the placement memorandum has been taken on record

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What this means in practice

Compliance actions

File the draft PM 5 working days before open; keep investors to 50 and USD 250,000 minimum; file final PM within 10 working days of allotment.

Applies to: Investment Trust (private placement without listing)
Frequency: Per issue
Timing: Draft PM 5 working days before open; final PM within 10 working days of allotment
Evidence: Draft and final PM filings; Investor register

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The numbers that matter

Requirement	Threshold	On crossing
IT private placement (unlisted) — investors	USD 250,000 min; ≤50 investors	Per-investor minimum and investor cap

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Where it connects

Read alongside

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Check yourself

Quiz Centre

Test yourself on Regulation 93

3 questions in the unified bank test this regulation. Each explains every option and cites the provision.

For an Investment Trust private placement without listing, the maximum number of investors is:

Private Placement without listing