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CAPITAL RAISING • INSTITUTIONAL PRIVATE PLACEMENTS

Private Placement of InvIT Units for Strategic Institutional Investors

Customized advisory for private placements and institutional placements of InvIT units under SEBI regulations.

Book Mandate Consultation Check Diagnostic & Tools

Institutional & Marquee PE

Target Investors

Up to 100% Under-Construction

Asset Flexibility

₹1 Cr

Minimum Ticket Size

60 - 90 Days

Turnaround Time

STRATEGIC OVERVIEW

Promoter-First Advocacy in InvIT Private Issue Advisory

While public InvITs cater to the broad market, Privately Placed InvITs offer infrastructure developers a vastly more flexible, confidential, and streamlined capital-raising channel. Under SEBI regulations, a privately placed InvIT can be listed or unlisted and can raise equity from institutional investors, sovereign funds, and global private equity firms. The most compelling advantage of a Privately Placed InvIT is asset flexibility: unlike public InvITs that require at least 80% completed assets, a privately placed InvIT can hold up to 100% under-construction infrastructure assets, making it the ideal vehicle for early-stage infrastructure developers. Glocal Consultants structures private placements, drafts institutional placement memorandums, and negotiates terms with global infrastructure funds.

DELIVERABLES & SCOPE

What Glocal Delivers on Your Mandate

Private InvIT Structure Design

Designing the trust structure for either listed or unlisted private placement under Chapter VI-A of SEBI InvIT regulations.

Under-Construction Asset Structuring

Structuring vehicles holding up to 100% under-construction infrastructure assets without public revenue restrictions.

Private Placement Memorandum (PPM)

Drafting comprehensive institutional-grade PPM detailing concession terms, debt amortization, and return hurdles.

Global Institutional Investor Sourcing

Connecting sponsors directly with specialized global infrastructure funds, pension managers, and multilateral development banks.

Unitholders' Agreement Governance

Negotiating governance covenants, board representation, voting thresholds, and exit cascades.

Stock Exchange Private Listing

Executing private placement listing on dedicated exchange debt/trust segments with minimum ₹1 Cr ticket size.

REGULATORY BENCHMARKS

Statutory Eligibility & Criteria

Governed under SEBI (Infrastructure Investment Trusts) Regulations, 2014 (Private Placement Route):

Statutory Metric	Regulatory Requirement
Investor Profile	Private placement to institutional investors and bodies corporate (no general retail)
Investor Ceiling	Minimum 5 and maximum 1,000 distinct unitholders (excluding sponsor and associates)
Minimum Investment Size	Minimum investment of ₹1 Cr per investor (or ₹25 Cr for unlisted private InvIT)
Asset Construction Stage	Can invest up to 100% in under-construction assets
Sponsor Net Worth	Sponsor must possess net worth of at least ₹100 Cr

EXECUTION WORKFLOW

5-Stage Milestone Roadmap

Asset Audit & Structuring

Evaluating infrastructure portfolio (completed vs under-construction) and establishing SPV holdings.

Trust Registration

Registering Trust with SEBI as a Privately Placed Infrastructure Investment Trust.

Placement Memorandum Drafting

Preparing detailed Private Placement Memorandum (PPM) and independent valuation report.

Institutional Outreach & Due Diligence

Engaging sovereign funds, domestic AIFs, and global PE funds for anchor commitments.

Unit Allotment & Exchange Listing

Allotting units to institutional investors and listing on dedicated stock exchange platform.

VALUE REALIZATION

Strategic Advantages for Issuers

✓Ability to House Up to 100% Under-Construction Infrastructure Projects

✓No Public Disclosure Burden; Confidential Financial Reporting Directly to Institutional Unitholders

✓Faster Execution Timeline (Typically 8 to 12 Weeks) with Minimal Regulatory Delay

✓Substantially Lower Ongoing Compliance Overhead Than Public Listed InvITs

✓Pass-Through Tax Advantages Under Indian Income Tax Act Preserved

✓Strategic Alignment with Global Institutional Capital Partners for Long-Term Growth

FREQUENTLY ASKED QUESTIONS

Mandate FAQs & Clarifications

A Listed Private InvIT lists its units on a stock exchange with a minimum trading lot of ₹1 Cr and allows up to 1,000 investors. An Unlisted Private InvIT does not list on stock exchanges, requires a minimum ticket size of ₹25 Cr, and allows a maximum of 20 investors.

Strategic Promoter Access

Schedule a Consultation for InvIT Private Issue Advisory

Schedule an exclusive, non-disclosure advisory session with our senior capital markets partners. We evaluate your listing feasibility, capital structure, and valuation multiples.

Confidential Advisory RequestAll discussions strictly covered under bilateral Non-Disclosure (NDA).

Partner Desk

Direct Partner Contacts

Direct Advisory Hotline

+91 96257 55789

Corporate Inquiries

info@glocalconsultants.com

Corporate Headquarters

Glocal Consultants Private Limited
C-1119, KLJ Noida One,
Sector 62, Noida - 201309

Hours: Mon – Fri: 9:30 AM – 6:30 PM IST
Advisory desks in Noida, Mumbai & Bangalore