Private placement framework for InvITs establishes investor limits, disclosure duties and approval requirements for unlisted units. A new Chapter VIA creates a dedicated regime for privately placed unlisted InvITs: limits investor type, minimum investment and maximum investors, mandates placement memorandum filings, prescribes investment concentration and permitted temporary investments, allows borrowing per trust deed, requires specified disclosures and periodic reports to trustee and unitholders, assigns offering responsibilities to the investment manager, mandates annual audits, permits surrender of registration while preserving liability for past acts, and allows conditional listing subject to compliance with privately placed listed InvIT requirements.