Confidential IPO route: MakeMyTrip weighs India listing

Why confidential IPO filings are back in focus

India’s IPO process has traditionally been very public from the moment an issuer files its draft offer document. That dynamic is changing as more companies explore SEBI’s confidential pre-filing route, which allows regulatory review to start without immediately publishing full business and financial disclosures. The shift matters because it changes how companies manage timing, market risk, and information exposure while planning a listing.

The same backdrop is now intersecting with high-profile listing discussions, including MakeMyTrip’s evaluation of a potential India listing. The Nasdaq-listed online travel platform has reiterated that it is evaluating a listing of its India business, while also flagging that the path is complex given its overseas listing history and corporate structure.

The traditional IPO route under SEBI ICDR Regulations

Under the conventional Indian IPO route, Chapter II of the SEBI (Issue of Capital and Disclosure Requirements) Regulations requires an issuer to file a Draft Red Herring Prospectus (DRHP) with SEBI and the stock exchanges. Once filed, the DRHP becomes public immediately. It also remains open to public comment for at least 21 days.

This public-first design has benefits like transparency and early market feedback, but it also creates challenges for issuers that are still assessing timing or market conditions. Once the DRHP is public, commercially sensitive details can remain visible even if the company decides not to proceed. That visibility can affect competitive dynamics and internal planning, especially when a company is not certain about launching an offer.

Chapter IIA: SEBI’s confidential pre-filing mechanism

A second route is available under Chapter IIA of the ICDR Regulations. Chapter IIA was introduced through the SEBI ICDR (Fourth Amendment) Regulations, 2022, vide Circular No. SEBI/LAD-NRO/GN/2022/107, and it became effective from November 21, 2022. Under this mechanism, the issuer may submit its DRHP to SEBI confidentially.

SEBI reviews the document in private and issues its observations. After receiving SEBI’s observations, the issuer can decide whether to move ahead based on market conditions and its own commercial requirements. If the issuer proceeds, an Updated Draft Red Herring Prospectus (UDRHP-I) is released publicly for at least 21 days for public comments before the offer opens. If it does not proceed, the confidential filing can be withdrawn without a substantive offer document remaining in the public record.

How the confidential route works in practice

SEBI’s Chapter IIA sets out a step-by-step pre-filing process designed for discretion at the early stage. The issuer, through its lead manager, submits a pre-filed draft offer document with SEBI and the stock exchanges. Unlike the traditional route, the draft is not made public at that stage.

But the issuer must make a public announcement confirming the confidential filing within two working days of submission. The announcement must be published in one English national daily newspaper with wide circulation, one Hindi national daily newspaper with wide circulation, and one regional language newspaper with wide circulation at the place where the registered office of the issuer is situated. The announcement discloses the fact of pre-filing without providing other details about the intended issue, and it must state that pre-filing does not necessarily mean the issuer will undertake the IPO.

Between pre-filing and SEBI’s Observation Letter, the issuer is permitted to conduct limited marketing exercises with Qualified Institutional Buyers (QIBs), allowing some testing of appetite before broad public disclosure. After SEBI issues observations, the issuer files UDRHP-I, which goes into the public domain for at least 21 days for comments. After considering public comments, the issuer prepares and files UDRHP-II with revisions and disclosures.

Traditional vs confidential route: key differences

Adoption is rising: what the filing numbers show

The confidential route started as a quiet regulatory option, but its usage expanded meaningfully in the IPO pipeline. In 2025, 29 companies out of approximately 260 total IPO filings opted for the confidential route. That is approximately 11 percent by count and Rs 87,256 crore by value, or roughly 22 percent of the total IPO pipeline by value.

In the first five months of 2026, 15 out of 66 filings used the confidential route, approximately 23 percent by count. Media estimates as of June 2026 put the year-to-date tally at approximately 24 confidential filings. The data indicates that Chapter IIA has settled into India’s IPO practice as a useful pre-filing route rather than a niche exception.

Who has used the route: PhysicsWallah and other examples

PhysicsWallah, along with startups like Meesho and Groww, has chosen the confidential pre-filing route under the SEBI (ICDR) Regulations, 2018. An example cited is PhysicsWallah’s confidential filing with SEBI in March 2025 for an approximately Rs 4,600 crore IPO.

The framework also carries specific process implications. For instance, the mandatory one-year holding period for shares proposed to be offered in an IPO is computed from the date of filing the UDRHP-I. And if the size of the offer for sale (OFS) changes by more than 50% after the confidential draft filing, the issuer will have to refile the draft.

Other issuers have also used confidential filing in 2026. The article notes that Rediff.com filed a confidential draft paper with SEBI in April, and SNVA Traveltech Ltd, which operates online travel platform Travomint, also chose the confidential route.

MakeMyTrip’s India IPO evaluation and structural hurdles

MakeMyTrip’s India listing discussions are driven by investor access and corporate strategy, but the execution is not straightforward. The company has traded on the Nasdaq since 2010. India’s restrictions on dual listings and MakeMyTrip’s Mauritius incorporation add legal and structural complexity. Co-founder and group CEO Rajesh Magow described the process as complex but possible, and also said there is no compulsion to list, indicating that timing remains optional.

On a recent earnings call, chief operating officer Mohit Kabra said the group would effectively run two separate listed entities for a period: the existing Nasdaq-listed Mauritius holding company and a new India-listed one. The company has also reiterated that there is no clear timeline yet because several legal, tax, and regulatory steps would need completion.

Advisers, timing signals, and internal restructuring

Market reports say MakeMyTrip has engaged Axis Capital, Morgan Stanley, and JPMorgan Chase & Co. as advisers for a potential India offering. People familiar with the matter said the company is targeting the first quarter of 2027 for a potential share sale, while also noting that the plan is still being discussed and details such as issue size and valuation may change.

Separately, the company has pointed to internal restructuring as groundwork for any potential listing. Chief financial officer Dipak Bohra said the group completed restructuring to combine key brands operating in India under a single entity, including the merger of redBus India into MakeMyTrip India. This consolidation aligns with the operational requirement of presenting a clear India business structure if a domestic listing is pursued.

IPO or IDRs: multiple routes remain open

Alongside the IPO discussion, MakeMyTrip is reportedly evaluating whether an Indian Depository Receipts (IDRs) route could be relevant. Under the IDR route, investors in India buy receipts that represent shares of a foreign-listed company held by a custodian. The company remains listed overseas while creating a locally traded instrument linked to its shares.

MakeMyTrip has confirmed it is evaluating a potential listing in India but has not specified whether the route would be an IPO or IDRs. A company spokesperson said a potential India listing could provide an additional avenue to access capital, including from domestic institutional and retail investors, and enable India-listed equity as potential consideration for growth initiatives. The spokesperson also said any listing remains subject to market conditions, regulatory approvals, and customary corporate considerations.

Market impact: what confidential filing changes for IPO planning

The confidential filing mechanism primarily changes sequencing and information risk. By allowing SEBI review before full public disclosure, issuers can engage in a structured regulatory process while retaining the option to pause or withdraw without leaving a substantive offer document on the public record. The ability to conduct limited QIB interaction during the confidential phase also adds an institutional feedback loop earlier in the process.

For investors, the key point is that public information arrives later in the timeline. Public comments still occur, but they shift to the UDRHP-I stage rather than the initial submission. For the broader IPO ecosystem, the rising share of confidential filings in 2025 and 2026 suggests that issuers increasingly value flexibility on timing, particularly when markets are volatile or business plans are still evolving.

Why it matters: a procedural change shaping the IPO pipeline

Chapter IIA is not merely a documentation tweak. It adjusts how companies manage confidentiality, competitive exposure, and the go-no-go decision. The 2025 data showing Rs 87,256 crore of confidential-route value, roughly 22 percent of the IPO pipeline by value, indicates that larger issuers are also willing to use the mechanism, not just early-stage startups.

MakeMyTrip’s case highlights how listing strategy can intersect with structure. Its Nasdaq listing history, Mauritius incorporation, and India’s dual listing restrictions make the decision more complex than a standard domestic IPO. The company’s restructuring, adviser appointments, and repeated statements about evaluation show preparation, but also reinforce that execution depends on legal, tax, regulatory steps and market conditions.

Key data points at a glance

Conclusion

SEBI’s confidential pre-filing route under Chapter IIA has become a practical option in India’s IPO framework, with its share of filings rising across 2025 and 2026. At the same time, MakeMyTrip’s renewed India listing evaluation shows how companies with offshore structures and overseas listings must navigate legal and regulatory steps alongside market timing. The next milestones to watch are any further disclosures on MakeMyTrip’s chosen route and timetable, and additional confidential filings as more issuers test the pre-filing mechanism.