Understanding Why IPO-Ready Startups Opt for the ‘Confidential’ Path

Startups in India are increasingly choosing the confidential IPO filing route as they prepare to go public. Following the successful $1.4 billion IPO of Swiggy last year, several companies, including PhysicsWallah, Groww, Boat, and Shiprocket, are now adopting this strategy. This trend is also being embraced by established firms like Tata Capital and Vishal Mega Mart, as it allows companies to keep sensitive business information private while gauging market interest before officially launching their IPOs.

Confidential IPOs: A Growing Trend

The confidential IPO filing route has gained traction among startups operating in competitive markets. This approach allows companies to shield their key performance indicators (KPIs) and other sensitive information from public scrutiny. Anurag Byas, director of equity markets solutions at Rothschild & Co, explained that this method is particularly beneficial for startups still working towards profitability. By keeping their financial metrics private, these companies can better navigate the competitive landscape without revealing their strategies to rivals.

The introduction of the confidential filing option by the Securities and Exchange Board of India (Sebi) in 2022 has further fueled this trend. Startups can now obtain regulatory clearance while maintaining discretion about their business performance. This flexibility is especially appealing to companies that may require more time to prepare for a public offering. Byas noted that the confidentiality allows startups to focus on growth and execution without being distracted by public information battles.

Market Conditions Favoring Confidential Filings

The current market conditions, characterized by volatility due to global economic factors, have made confidential IPO filings more attractive. Startups are keen to keep their listing ambitions discreet, allowing them to monitor market sentiment and respond quickly when favorable conditions arise. Prakash Bulusu, joint CEO at IIFL Capital, highlighted that geopolitical risks and fluctuating interest rates have contributed to this cautious approach. By opting for confidential filings, startups can prepare for their IPOs without the pressure of public disclosure.

The trend of confidential filings is not limited to startups. Established companies like Tata Capital and Vishal Mega Mart have also chosen this route, indicating a broader acceptance of the practice across various sectors. This shift reflects a strategic realignment among companies aiming to optimize their market entry while minimizing exposure to competitive pressures.

Consultation and Strategy Realignment

As startups navigate the confidential IPO process, they are also taking the opportunity to consult with Sebi on regulatory matters. This collaboration allows them to address potential issues and refine their strategies before going public. Gaurav Sood, MD and head of equity capital markets at Avendus Capital, emphasized the importance of this consultation in shaping effective investor marketing strategies post-approval.

The ability to test market waters from a valuation perspective is another advantage of confidential filings. Arka Mookerjee, a partner at JSA, noted that this approach enables issuers to gauge investor interest and adjust their plans accordingly. By maintaining a low profile during the preparation phase, startups can better position themselves for a successful IPO when the time is right.


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