Why Indian firms are going public by stealth

Hello,

This week, Schneider Electric announced a $6.4 billion move to take full control of its India unit, one of the largest inbound strategic acquisitions in recent times signalling long-term global confidence in India’s manufacturing and industrial services play, and growing boardroom comfort with Indian regulatory and governance systems.

Meanwhile, CPPIB exited its India mall JV with Phoenix Mills for $630 million, very telling of the increasing role of market instruments like REITs in providing exits for foreign capital.

And finally, Tata Motors is set to acquire Iveco’s commercial vehicles business for $4.4 billion, its biggest cross-border M&A since Corus and a strategic step toward expanding its global logistics and mobility footprint.

I hope you enjoy this week’s roundup, and please do connect with me on LinkedIn to find out how I can help with your next M&A deal.

Let’s dive in.

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Market Trends

India’s increasingly going privately public

As India’s primary markets evolve in value and form, SEBI introduced a ‘confidential’ IPO route in December 2022. This regulatory mechanism allows companies to submit their DRHPs to the market regulator without making them public until they are ready to launch. The US Securities and Exchange Commission (SEC) was the first to offer this under the Obama-era JOBS Act in 2012 and Airbnb had famously used the route in 2020.

In the first half of 2025, 12 out of 118 DRHPs filed with SEBI chose the stealth mode.

According to Forbes India, companies and funds that opted for the confidential route between January and July 2025 included: Groww, Meesho, PhysicsWallah, boAt (Imagine Marketing), Aequs, and Shiprocket. 

Others reportedly using this route include Gaja Capital, Shadowfax, Steamhouse India, Billionbrains Garage Ventures (parent of Groww), Manipal Payment & Identity Solutions, and Jay Jagdamba.

Businesses using stealth IPO filing and their estimated value

Regulators have realised that modern businesses, especially tech firms, often need a way to ‘pre-file’ to avoid media scrutiny, competitive exposure, and market noise building unwanted pressure to list, even when timing isn’t ideal.

These companies get feedback from regulators early, allowing them to test the waters with institutional investors, like a dry run. It also provides valuable protection in volatile markets. If public market sentiment sours, companies may switch paths to M&A or PE without revealing their hand, if needed.

Many don’t make the mark

Of course not all DRHPs lead to IPOs and that’s true for secret filings, too. In FY24, a significant number of filers dropped their plans, raising questions about their financial strength. 

But the odds of withdrawal of confidential filings is still higher. Globally, 40-45% of these were eventually withdrawn. In India too, only a fraction of confidential filers go on to list. Tata Play and OYO filed confidentially but are yet to launch IPOs.

The uptick in secret filings is not only a shift towards stealth, they reflect issuers’ desire for competitive protection, too. 

A blurring between public fundraising and M&A

A confidential filing today could just as easily convert into a strategic stake sale tomorrow. Many IPO-bound companies now court large institutional investors – sovereign funds, PEs, and strategic corporates – before listing, which might affect a company’s trajectory.

Buyers generally like the IPO style of diligence to assess targets and may then buy a stake before or after the listing, or even initiate a full buyout. 

What about insider trading?

Such filings bring with them opacity. Retail investors do not have the early visibility into a company’s financials as select insiders and early institutional partners might, increasing the risk of asymmetric access to material non-public information (MNPI), raising the potential for leaks and insider trading.

The overview remains bittersweet because transparency is a tradeoff but should not be, especially as India’s enforcement of insider trading is still developing. The playbook, common in the US, looks set to put India’s MNPI-regulation frameworks to test.