Off-market real estate in India: how it works, where it breaks, and how to buy it safely.

What off-market means

An off-market asset is one that is for sale, lease or partnership but is not publicly listed. It reaches buyers through the owner’s own relationships, through a few advisers, or through a mandate given to an intermediary. Land parcels, hospitals, hotels, shop-cum-office plots, industrial and logistics assets and senior living projects all change hands this way in India.

Assets trade quietly for ordinary reasons. An operating hospital or hotel has staff, lenders and patients or guests who should not learn of a sale from a listing. Owners want to test a price without setting one in public. Some structures, such as a company transfer or a joint venture, simply do not fit a listing.

The five points where off-market deals break

When an off-market deal fails after months of effort, the cause is almost always one of five things. Each one was knowable at the start.

1. Authority. The person offering the asset is not the owner, holds no written authority, or is one of several brokers each quoting a different price. Authority is not title: holding a document that looks like ownership is different from being able to sell. See our note on why that distinction matters.
2. Title and land records. The record owner is not the seller, a mutation never happened, or a mortgage was never disclosed. Our Haryana land verification guide sets out these checks for land.
3. Entitlement. The land cannot be used as promised: the land use, licence, change of land use, zoning or statutory dues do not support the plan.
4. The counterparty. The seller carries litigation, a registered charge or a promoter history that changes the risk. Company filings and identity checks show most of it.
5. Circumvention and fee leakage. After an introduction, the parties deal directly and the intermediary is cut out, or fees are disputed. A signed non-circumvention agreement and fee terms agreed in writing before any introduction prevent this.

The authority test

Before AIS shows an asset to any investor, we ask three questions and require evidence for each, not an assurance.

Only mandates that pass are distributed. The evidence is classified on the AIS record for the asset, so the next person to look at it sees what was proven and when, not just a conclusion.

A safe sequence from first look to close

This is the order in which AIS prepares a mandate before capital sees it. The order matters: each step removes a reason to stop later, when stopping costs more.

1. Record the asset once under a permanent AIS Asset Key, so every later deal on it attaches to one history.
2. Prove authority, as above, before anything is shared.
3. Run title, entitlement and counterparty diligence on the documents.
4. Score the asset on the AIS Deal Score: a common core, plus a module for what is specific to the asset class, with a source and a confidence level on every input.
5. Send the locked score to an independent risk function that can veto the deal.
6. Write an investment committee memo in which every claim is sourced and open items are listed.
7. Open a data room behind a non-disclosure and non-circumvention agreement, with access in tiers and a log of every opening.
8. Match the asset to capital on stated preference and observed behaviour, with a person approving every introduction.
9. Manage the transaction to close, with the fee split executed on terms agreed in advance.

The platform page shows each stage. The framework page sets out the principles behind them, including that a score cannot be altered once issued.

Eight questions to put to any intermediary

Whoever brings you an off-market asset, these questions separate a mandate from a rumour. If an answer is vague, treat it as a no.

• Who holds the written mandate, and for how long?
• Is the mandate exclusive, and who else is showing this asset?
• Which facts have been verified, by whom, and which are only the seller’s statements?
• Who is the legal owner, and can I see how that was checked?
• What are the open diligence items today?
• Who pays you, when, and is that written down before the introduction?
• What happens if I deal with the seller directly after you introduce us?
• Who approved this introduction, and can I speak to that person?

Asset classes and what to verify first

For hospitals specifically, see our guide to hospital land leases in Gurugram.