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  1. Explainer: What is confidential IPO filing, and how is it different from regular DRHP?

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Explainer: What is confidential IPO filing, and how is it different from regular DRHP?

Kamal Joshi

3 min read | Updated on March 21, 2025, 16:16 IST

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SUMMARY

Some companies prefer confidential IPO filings to protect their sensitive data, such as financials and market strategies, safeguard their interests, and enhance due diligence.

Confidential IPO filing is a new concept in India but is a common practice in countries like the UK, the US, and Canada. | Image: Shutterstock

Confidential IPO filing is a new concept in India but is a common practice in countries like the UK, the US, and Canada. | Image: Shutterstock

Online education platform PhysicsWallah has opted for a confidential pre-filing route for its initial public offering. Tata Group's financial services arm Tata Capital will also reportedly file a draft red herring prospectus for its mega IPO via a confidential route. In the past, Tata Play, Vishal Mega Mart, and Swiggy had also used this filing option. As the confidential pre-filing route is gaining traction among companies, let's discuss what it is and how it is different from a regular DRHP.

What is a confidential IPO filing?

'Pre-filing' or DRHP via confidential route is an optional mechanism for issuers seeking to launch a mainboard initial public offer (IPO). Market regulator Securities and Exchange Board of India (SEBI) enabled this option in December 2022. The confidential filing contains all details and disclosures as currently needed for the filing of DRHP, but the only thing is that details are not made public.

Some companies prefer confidential IPO filings to protect their sensitive data, such as financials and market strategies, safeguard their interests, and enhance due diligence.

The confidential filing makes the IPO paper available to the public after the company files an updated DRHP post SEBI issues its observations on DRHP.

If the companies prefer the regular DRHP route, they can market their initial public offer whenever they need. However, in confidential filing, the company can market their offer post updated DRHP is filed.

Due to this, SEBI provides an 18-month period to launch an IPO for those who choose the pre-filing route, unlike those preferring the traditional method, which has a 12-month timeline.

Confidential IPO filing is a new concept in India but is a common practice in countries like the United Kingdom, the United States, and Canada.

How is confidential pre-filing different from regular DRHP?

Sr NoRegular DRHPConfidential Pre-filing
1DRHP is filed with SEBI and the document is available in the public domainThe pre-filing draft IPO paper is submitted with SEBI but the document is not available in the public domain
2Receiving SEBI's observationReceiving SEBI's observation
3Filing updated DRHP with SEBI, but the details are not shared in the public domainFiling updated DRHP, and details are accessible to everyone
4Marketing is allowed from the date the company's Board approves IPO plansMarketing is allowed after filing the updated DRHP
5Filing RHP with Registrar of Companies (RoC) and SEBIFiling RHP with RoC and SEBI
6Issue opening, issue closureIssue opening, issue closure
To learn more about IPOs, their listing, schedules, and upcoming IPOs, visit our page.
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About The Author

Kamal Joshi
Kamal Joshi is a business journalist who covers industries, markets, and IPOs. He is passionate about breaking news and enjoys playing tennis, especially flexing his backhand. He was previously associated with Republic TV and LatestLY.

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