One architecture.
Every asset.
Every LiquiCo offering shares the same four-layer rail — a bankruptcy-remote SPV, a permissioned token contract, a SCRA-safe liquidity layer, and an escrow / RTA settlement spine. Built once. Reused for every asset class.
The capital stack,
in one diagram.
Each asset is held in its own bankruptcy-remote SPV. Strategic equity sits at the top — scarce, by-invitation, first-loss. Beneath it, the debt tranches are spun off to investors at ₹10,000.
Cash from the asset (rent, interest, PPA payments, lease receivables) fills the waterfall starting with Senior, then Subordinated, then Mezzanine, before residual goes to equity.
Any impairment is absorbed first by Strategic Equity, then Mezzanine, Subordinated, and only finally by Senior debt. You are protected by every layer below you.
You invest in the debt. Strategic equity sits above you as first-loss protection — it is paid last and loses first.
Four segregated accounts.
One master, per SPV.
Subscriptions, operating cash, the debt-service reserve, and investor payouts each live in their own account at a partner bank — controlled by the independent trustee, not by LiquiCo.
Receives investor subscriptions during the offer. Funds are released to the Operating account only at closing, against trustee-verified allotment.
Rent, coupon, and recoveries land here. Opex and tranche-wise debt service are paid from this account in waterfall order.
Funded to a defined target (typically 3 months of senior debt service). Top-up rule runs before any residual is released.
Pays coupons and redemptions out to whitelisted holder wallets on schedule, reconciled to the SEBI-registered RTA register.
Each SPV runs four segregated accounts under one master, via API-driven virtual accounts at a partner bank / digital trustee. Ring-fenced per SPV, reconciled to the SEBI-registered RTA. No cross-SPV movement, no commingling — LiquiCo never holds investor money.
How the waterfall
actually runs.
From cash-flow arrival to the final residual, every step is sequenced, deducted, and co-signed. Strategic equity sees money only at the bottom of the page.
- 1Asset cash flowSourceRent · coupon · recoveries from the underlying asset.Co-signed by the independent debenture / investor trustee
- 2Operating AccountAll cash lands here first. Reconciled daily to the RTA register.Co-signed by the independent debenture / investor trustee
- 3Operating expenses & feesTrustee, custodian, RTA, audit, servicing, taxes.Co-signed by the independent debenture / investor trustee
- 4Senior debt serviceCoupon + principal — Rank 1 · paid first.Co-signed by the independent debenture / investor trustee
- 5Subordinated debt serviceCoupon + principal — Rank 2 · second charge.Co-signed by the independent debenture / investor trustee
- 6Mezzanine debt serviceCoupon + principal — Rank 3 · junior, unsecured.Co-signed by the independent debenture / investor trustee
- 7Reserve Account top-upBuffer refilled to its defined target before anything flows further.Co-signed by the independent debenture / investor trustee
- 8Residual → Distribution Account → Strategic EquityResidual onlyOnly if every step above is fully satisfied. Equity is paid last; in a shortfall it is paid nothing.
Money moves only in this order, and every movement is co-signed by the independent trustee — equity is paid only after all debt and reserves are satisfied. This is enforced operationally (account controls) and on-chain (the distribution module).
Built once.
Reused for every asset.
- Independent LLP / Pvt Ltd per asset
- IBBI-registered valuer + RICS cross-check
- SEBI-registered debenture trustee acts for investors
- Big-4 statutory audit, escrow bank, custodian
- ONCHAINID identity + on-chain KYC claim
- Modular compliance: country, lock-up, holder-cap, whitelist
- Polygon CDK (zkEVM, permissioned) · sponsored gas
- One contract per tranche · transfer-restricted by design
- Scheduled liquidity windows · private bilateral matching
- Spot-delivery settlement — outside the exchange perimeter
- Parallel credit track via NBFC partners (pledge, not sale)
- AMM Liquidity Desk (CIRCA-U) in research preview
- Funds settle in the SPV's escrow account — not LiquiCo's
- SEBI-registered RTA holds the statutory register
- On-chain registry reconciles to the RTA at every sync
- e₹ / tokenised-deposit-ready for instant settlement
Two tracks.
One way out.
Exit your position through a scheduled liquidity window — or keep the asset and borrow against it on the credit track. Pick the route that fits the moment.
Submit an exit request into the next scheduled window. Bilateral matching happens privately — no order book, no live price, no continuous trading.
Assisted matching between whitelisted HNIs for large tickets. Negotiated, privately settled, fully compliant.
Request a firm quote. LP partners buy at model NAV under a one-to-one negotiated quote — not a continuous order book.
SPV repurchases at NAV at scheduled intervals. Hard cap 2.5–5% of supply per window.
Pledge tokens to an RBI-licensed NBFC partner; borrow 50–60% LTV in INR. A pledge is a lien, not a sale — no transfer of title, no capital-gains event. You keep your coupon.
LiquiCo aggregates NBFC-P2P partners. The NBFC is the lender of record; funds flow bank-to-bank.
Borrow against future rental streams of Bharat Nexus warehouse SPVs. Discounted at institutional rates.
Activated only in a documented market-disruption event, at the trustee's discretion, to facilitate exits when neither the liquidity window nor the credit track can clear. Not a guarantee. Not a deposit. Not insurance.
Even if LiquiCo disappears,
your investment doesn't.
Six independent layers — legal, custodial, operational, registry — sit between you and the platform. Each one would continue without us.
Your money flows into the bankruptcy-remote SPV's own accounts, controlled by an independent trustee. LiquiCo never owns the asset or holds your money.
Each asset is held in its own bankruptcy-remote SPV (LLP / Pvt Ltd / Trust). The SPV — not LiquiCo — owns the asset.
The asset is held by an independent custodian, contracted directly to the SPV. LiquiCo is not in the custody chain.
A SEBI-registered debenture / investor trustee acts for investors under a contract with the SPV. The trustee co-signs every distribution.
Asset manager and servicers continue under SPV contracts regardless of LiquiCo. Rent, coupons and recoveries keep flowing.
The statutory holder register lives at the SEBI-registered RTA — not in LiquiCo's database. It is portable to another technology vendor.
The on-chain registry reconciles to the RTA register at every sync. Your claim is provable independently of the LiquiCo app.
If LiquiCo dies tomorrow, the SPV, its accounts, the trustee, the custodian, the RTA register, and your claim all continue.
Custodian and trustee.
Two different jobs.
The custodian safeguards the asset. The trustee safeguards the investor. Two regulated parties, two separate mandates — neither is LiquiCo, and both continue without us.
- Holds the underlying asset, title, or securities
- Independent of LiquiCo — contracts directly with the SPV
- Provides Proof-of-Reserve attestations on a defined cadence
- Regulated under its own custody licence regime
- Holds security in trust for debt holders
- Monitors covenants and co-signs every waterfall release
- Can enforce security on default — independent of LiquiCo
- SEBI-registered debenture / investor trustee
One set of rails.
A constellation of SPVs.
LiquiCo HoldCo runs the rails — token standard, compliance, KYC, custody, RTA, liquidity. Every asset gets its own bankruptcy-remote SPV that plugs into the same rails.
- Token standard (ERC-3643 / T-REX)
- Compliance modules
- KYC + ONCHAINID
- Custody integration
- RTA integration
- Liquidity engine
SPVs are operational children of the rails — NOT financial subsidiaries. LiquiCo does not consolidate their assets or liabilities. Each SPV is bankruptcy-remote and stands on its own balance sheet.
The same chassis issues any asset class — credit, real estate, infrastructure, export receivables. One stack, every deal.
Each new asset or jurisdiction needs only a new SPV — and, if cross-border, a new advisor panel. Same rails, same compliance.
Every SPV deepens shared liquidity, reputation, and panel relationships. Each new asset makes every other one easier to launch.
The Pre-SPV
Readiness Gate.
A named advisor panel, a deal room, and an Investment Committee sign-off — applied identically to first-party deals and to TaaS partner deals.
Before a single token is minted, a named advisor panel is retained, a deal room is opened, and an Investment Committee signs off. The same standard applies to first-party deals and TaaS partner deals.
Every named role is contracted to the SPV — not to LiquiCo. Engagement letters are part of the IM.
Legal, tax, valuation, DD and rating reports are exchanged in a single deal room and cross-referenced.
The Investment Committee approves on the file. Only then does the SPV deploy and the offer go live.
We invest first.
We lose first.
LiquiCo co-invests 2.5–5% of every SPV pari-passu in the most junior tranche we offer to investors.
LiquiCo co-invests 2.5–5% of every SPV pari-passu in the most junior tranche we offer — we take first loss alongside you. Disclosed in each offer document.
Our incentives are aligned: if your tranche loses, we lose first among offered tranches.
Pvt Ltd · LLP · Trust.
One spine, three shells.
Each SPV uses the legal vehicle best suited to the asset, the instrument, and the investor base. The capital stack, waterfall, and protections are the same.
| Vehicle | Best for | Investor instrument | Holder / partner ceiling | Tax treatment | Foreign-investor fit | Notes |
|---|---|---|---|---|---|---|
| LLP (LiquiCo default) | All LiquiCo-issued SPVs · retail debt tranches | Contractual participation · partner-rights | Debt: no cap · Equity / partner-rights: 500 self-imposed | Pass-through | FDI-in-LLP (sectoral) · FPI cannot be partner | Every LiquiCo-platform SPV uses this vehicle |
| Pvt Ltd | Equity-like / structured TaaS deals | Shares · NCDs · CCDs | 200 per security class per FY (Sec 42, debt & equity) | Company-level | FDI (equity) · FPI (listed NCDs) | TaaS-only option · cleanest for rated debt |
| Trust / AIF | Securitisation · pooled real assets | Beneficial interest · PTCs | No statutory holder cap (beneficial ownership) | Trust taxation · pass-through where applicable | Scheme-dependent | TaaS-only option |
| Bailee Custody | Collectibles · whisky · art · serial-numbered units | Direct title to a specific unit | No statutory threshold | Per investor | Scheme-dependent | TaaS-only option · no pooling |
How the SPV is owned
at inception.
Every vehicle starts owned by a LiquiCo entity in trust for incoming investors, then dilutes to our disclosed 2.5–5% first-loss co-investment as capital is allotted.
How we keep a liquid market
lawful.
We never run a continuous order book, automated matching, or live public price discovery. Every transfer is a privately negotiated, immediate-settlement (spot-delivery) transaction between whitelisted investors — outside the SCRA exchange perimeter.
Every transfer clears an on-chain ERC-3643 compliance gate: KYC, eligible-investor status, jurisdiction, lock-up, and any vehicle-specific holder cap are enforced before settlement. LiquiCo's LLP debt has no holder cap; Pvt Ltd debt/equity is capped at 200 (Sec 42); LLP equity / partner-rights is self-capped at 500; Trust and bailee-custody have no cap.
The SEBI-registered Registrar & Transfer Agent holds the statutory register; the on-chain registry reconciles to it.