Confidential Offer Document Filing | Siddhartha Desai

With the volatile geo-political environment and the Western world grappling with their own challenges, India continues to emerge as one of the sought-after investment destinations.

Moreover, as we inch towards the Indian General Election early next year, sentiments are starting to gear up the Indian Capital Markets space.

Listen-in to our Partner, Siddhartha Desai, who discusses an option for issuers/promoters to evaluate confidential filing of a draft offer document for an IPO.


A leading American writer and expert (Dr. Kay Redfield Jamison), once said, ‘Confidentiality is an ancient and well-warranted social value.’

Global Practices: Probably with such a mindset, regulators in certain parts of the developed world, including, US Securities & Exchange Commission, Canadian Securities Administrators (CSA), UK Financial Conduct Authority (FCA)), introduced avenues for issuers to file an offer document for a public offering of securities on a confidential basis until the issuers have received a green signal from a regulatory/commercial perspective to launch the deal.

Progressive Mindset of SEBI: With the progressive mindset of the current SEBI department and the Primary Market Advisory Committee, it initiated a dialogue by floating a consultation paper in May 2022 for soliciting comments from public, primarily for issuer’s contemplating listing of their equity shares on Indian bourses. Subsequently, after evaluating the feedback from various participants, in November 2022, it released the final amendments to the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

Key Steps: While a confidential DRHP is filed with SEBI and Stock Exchanges for their obs, the general public is only intimated about the same via a one-pager public announcement without seeking any comments from them. From a timeline perspective, this new framework adds a layover in case of a traditional Indian IPO and one has to budget it well in the overall listing plan.

However, basis a confidential DRHP, issuers do have flexibility to market the IPO with identified set of sophisticated investors, i.e. QIBs and will have to consider entering into NDAs with them to ensure that the content of a confidentially filed DRHP remains confidential with these targeted participants.

Positive Factor: Confidential DRHP was indeed a tool eagerly awaited by issuers/promoters for not disseminating certain sensitive info to the public until the launch visibility and especially those pertaining to:

  1. business related info or
  2. targeted acquisitions or
  3. sensitivities concerning any particular litigation/or having any reputational impact.

Statistics: As of now, while there are only two instances of such confidential DRHP filings (Tata Play & Oravel Stays – Oyo), we are sure there are many more in the pipeline. Interestingly, Oyo which had already filed a DRHP in Oct 2021, re-filed a confidential DRHP in March 2023.

On the flip side, none of the other recently refiled DRHPs (Go Digit/Fincare SFB and amongst others) have specifically adopted this route.

Takeaway: This development of confidential filing has surely opened the flood gates and we observe that quite a few inquiries have been trickling-in since this amendment across various sectors including non-tech. We anticipate that issuers/promoters will capitalize on this opportunity and a good number of confidential filings will emerge in the future.