Near-IPO Investing: Stop Chasing Pre-IPOs. Watch This Window Instead.

Near IPO Investing is about identifying companies after they file their DRHP with SEBI but before they begin trading on the stock exchange.

A window that opened, and closed, in five months

On 26 May 2025, a Bengaluru company called Billionbrains Garage Ventures pre-filed a draft red herring prospectus with SEBI. The company name may not ring a bell, but its brand, Groww, one of India’s most recognized investment platforms meant a great deal.

Groww turned out to be one of the standout IPOs of 2025. Priced at ₹95–₹100 per share, the issue was subscribed 17.6 times, reflecting strong investor demand. When the stock listed on 12 November 2025, it opened at ₹112 on the NSE and closed its first trading day at ₹128.85, nearly 29% above its issue price.

The momentum didn’t stop there. By mid-July 2026, Groww was trading at around ₹212, more than double its IPO price in just eight months. The company’s financial performance backed up the rally as well. For the June 2026 quarter, it reported consolidated revenue of ₹1,501 crore and profit of ₹735 crore, a 94% year-on-year increase.

Looking back, Groww was a business many investors would have loved to own before it became a public market success. Yet the opportunity wasn’t limited to IPO day. There was a five-and-a-half-month period between the company’s initial filing with SEBI and its stock market debut, a phase that remains largely overlooked by most investors.

That period is what this article is about. At CrispIdea, we call it the near IPO stage. It is a distinct phase between a company filing its DRHP and its shares beginning to trade on an exchange, and it is very different from what is commonly marketed as a “pre-IPO” opportunity.

What is “near IPO”?

A near-IPO company has filed its DRHP with SEBI and is realistically expected to list within the next six months. After a company files its DRHP, much of the uncertainty around its business is already in the public domain. Investors can study its financials, understand the risks, and track its progress through the regulatory process. The only thing left is the listing itself.

We believe this deserves its own definition. It is not “pre-IPO” in the conventional sense. It is the near IPO stage.

Pre-IPO is a catch-all. It stretches from a company that filed its RHP last week to a company whose founder mentioned an IPO in a podcast three years ago. Both get marketed to you with the same word, the same urgency, and often the same broker. But they are entirely different investments. 

The distinction matters because the investment thesis ultimately depends on one event: the company listing on the stock exchange. That’s when investors get liquidity. Until then, their capital remains locked in.

The difference is certainty. With a near IPO, the company has already begun the listing process, making the path to the market much more visible. Traditional pre-IPO investing, on the other hand, can involve waiting for years with no clear timeline or no listing at all.

Think of it this way: it’s the difference between a flight that’s already boarding and one that’s only been announced. Both may eventually take off, but one is much closer to departure.

How to recognise a genuine near-IPO candidate

Not every company talking about an IPO qualifies as a near IPO opportunity. The criteria are straightforward and, more importantly, easy to verify.

First, the company must have filed a DRHP or UDRHP with SEBI. This is the most important requirement. If there is no filing, it is not a near IPO. Investors can verify this directly on SEBI’s website instead of relying on broker claims.

Second, the company should have appointed merchant bankers. Their names are disclosed in the filing and indicate that the IPO process is formally underway. In Groww’s case, the issue was managed by Kotak, JP Morgan, Axis Capital, Citi and Motilal Oswal.

Third, SEBI should either have issued its observation letter or be close to doing so. This is a key regulatory milestone that moves the company closer to listing.

Finally, the company’s management should be talking about listing within the next few months, not giving open-ended statements like “when market conditions improve.”

You may also hear a lot about the grey market premium (GMP) during this period. While GMP often dominates conversations around upcoming IPOs, it should not be mistaken for a measure of value. It reflects market sentiment, and sentiment can change quickly.

A good example is Lenskart. In the weeks leading up to its IPO, its GMP reportedly climbed as high as ₹95-₹120. By the time the shares listed, that premium had almost disappeared, and the stock opened below its issue price. Swiggy told a similar story, its GMP was barely ₹1 on the eve of listing. GMP may tell you what the market is excited about today, but it tells you very little about where the stock will trade over the long term.

The part nobody puts in the brochure: Swiggy

Swiggy is a reminder that buying an unlisted share simply because an IPO is approaching can be an expensive mistake.

For most of 2024, Swiggy’s shares traded around ₹400 in the unlisted market. As IPO speculation intensified, the price climbed to nearly ₹540, driven by investors hoping to profit from the listing. But when the IPO arrived, the market had a different view. The issue was priced at ₹390, below where the shares had traded privately for months and almost 28% lower than the ₹540 peak. The IPO was subscribed 3.59 times, with demand coming largely from institutional investors on the final day, while retail participation remained modest at 1.14 times.

The stock listed on 13 November 2024, but the gains many expected never materialized. By mid-July 2026, Swiggy was trading around ₹270, well below both its IPO price and its private-market valuation. An investor who bought at ₹540 in the unlisted market would be sitting on a loss of roughly 50%. Even someone who bought around ₹400 would still be down by about one-third.

The bigger problem was liquidity. Non-promoter pre-IPO investors are subject to a six-month lock-in after allotment. Even if they wanted to exit, they couldn’t.

None of this makes Swiggy a bad business. In fact, the company grew revenue 51% in FY26 to ₹23,053 crore. The lesson is about valuation, not quality. Prices in the private market are negotiated between willing buyers and sellers, often with limited information. IPO pricing, by contrast, is determined through institutional price discovery. Sometimes the public market decides the private market was simply too optimistic.

Lenskart illustrates the opposite outcome. The stock listed below its ₹402 issue price and fell to an intraday low of ₹356 on debut, disappointing investors who expected a listing pop. Yet by mid-July 2026, it was trading around ₹543 roughly 35% above its IPO price.

The takeaway is simple: being right about the company isn’t enough. Timing, valuation and liquidity matter just as much.

Why this suits high earners specifically

Pre-IPO opportunities are best suited to investors who can tolerate some illiquidity and uncertainy. Wealth alone doesn’t make them a good fit. But high earners tend to have three things that make near IPO workable:

Genuine surplus capital. Money that is not attached to a goal in the next few years. Near-IPO money should be money you can forget about.

The core already built. Emergency fund, insurance, listed equity, debt. When those are in place, a small satellite allocation to private markets does not compromise anything structural. When they aren’t, it is gambling with a nicer vocabulary.

An asymmetric payoff they can afford to wait for. A modest allocation can meaningfully lift portfolio returns if a few names list well, while the downside is capped at the capital allocated. It also adds a source of return that isn’t driven by daily public-market noise.

The key word throughout is satellite. This complements a portfolio. It does not found one.

The Risks Involved

1. A DRHP is not a listing date. This is the single most important sentence in this article. Companies file and then wait. As of 19 June 2026, roughly 173 companies had SEBI approval to raise about ₹2.7 lakh crore and had not gone to market, with another 64 awaiting clearance. Filing is permission, not a promise.
2. The window can slam shut. The first half of 2026 made this concrete. Geopolitical tension around the US–Iran conflict sent the Nifty down over 7.5% and the Sensex down about 9% for the year, and only 26 mainboard IPOs listed in six months. Issuers with approvals in hand simply sat still. If a company misses its window, it waits for the next one, and if the observation letter lapses, it refiles with updated financials and starts a good chunk of the process again. A six-month expectation becomes eighteen. Sometimes longer.
3. Listing does not guarantee a gain. Swiggy. Lenskart’s debut. The list is long. Even when a company lists, it can list at or below the price you paid. The grey market buzz around a name is not a valuation. Several high profile listings in recent years traded below their pre-IPO prices after listing.
4. Companies withdraw after filing. The IPO may never happen. A pre-IPO thesis assumes a listing. Companies delay, downsize, or abandon IPO plans when markets turn. A business can stay private far longer than you expected, and the exit you were counting on simply may not arrive.
5. Valuation opacity. Private companies disclose far less than listed ones. Pricing in the unlisted market often rests on the last funding round or on dealer quotes rather than transparent, market driven prices. It is easy to overpay without realising it.
6. Information asymmetry and platform risk. You are usually the least informed party in the transaction. Some platforms and intermediaries are excellent, others are not. Verify custody, settlement, and the genuineness of the shares before parting with money.
7. Share class traps. Check what you are actually buying. Preference shares, ordinary shares and restricted classes are not the same instrument. Some cannot be transferred without board approval. Read the terms before, not after.

How to access near-IPO shares in India

1. Unlisted share platforms and brokers. The most accessible route, with small ticket sizes. Also the least regulated. Pricing, liquidity and diligence standards vary enormously. Choose the platform as carefully as you choose the company.

2. Category II AIFs. The primary regulated institutional route. You get professional research, diligence and diversification instead of picking names yourself. Minimum investment is typically ₹1 crore. Some funds specialise in exactly this stage, secondary and late-stage-only mandates that buy from employees and early investors near the listing window.

3. Pre-IPO placement rounds. Companies raise capital shortly before listing, usually through investment banks, wealth managers or established networks. SBI Funds Management did precisely this in July 2026, raising ₹1,880 crore days before its IPO opened, which cut the public issue size from about ₹11,693 crore to ₹9,813 crore.

4. ESOP secondaries and private transactions. Employees sell vested shares before a listing. Access is relationship-driven, typically via wealth managers, family offices or specialist intermediaries.

One structural change reshaped this market: since October 2025, mutual funds can no longer invest in unlisted funding rounds or pre-IPO placements. SEBI’s position is that securities only qualify as “to be listed” once the anchor book or public issue opens. Funds can participate at the IPO stage, through anchor allocations, and not before. The regulator’s concern was straightforward: daily-NAV vehicles holding illiquid assets valued off internal models is a mismatch, and a fund manager stuck with unlisted shares from an IPO that never happened is a retail problem.

The practical effect for you: Category II AIFs are now the main regulated institutional door into this space.

Taxation of unlisted shares

Materially different from listed equity, and expensive to get wrong. Rates are unchanged through Budget 2025 and Budget 2026, though the framework now sits inside the new Income-tax Act, 2025 from tax year 2026-27.

While unlisted. Long-term treatment requires more than 24 months of holding, against 12 months for listed equity. LTCG is 12.5% without indexation. Sell inside 24 months and the gain is short-term, added to your income and taxed at slab, up to 30% plus surcharge and cess.

No STT, and no ₹1.25 lakh exemption. The annual LTCG exemption applies only to listed equity and equity mutual funds under Section 112A. It does not touch unlisted shares. Do not plan around it.

Section 50CA. If you sell below fair market value as computed under Rule 11UA, the taxman deems FMV to be your sale price anyway. Relevant if you’re ever exiting a stuck position at a discount to a private buyer.

After the company lists. Listed rules apply from that point. Broadly: sell within 12 months of the share being listed and you’re at 20% short-term; sell after and you’re at 12.5% long-term with the ₹1.25 lakh exemption available. The treatment of the holding period straddling the listing date has real nuance and this is exactly where your CA earns their fee.

Disclosure is mandatory. Holdings of unlisted shares must be disclosed in ITR-2 or ITR-3, required since FY 2018-19. Keep clean records of acquisition cost, dates and quantities.

The lock-in math: this is where the near-IPO checklist changes

For pre-IPO, the honest advice is “assume five years.” For near IPO, you can actually do the arithmetic, and you should, because the answer surprises people.

Under Regulation 17 of SEBI’s ICDR Regulations, the entire pre-issue capital held by non-promoter investors is locked in for six months from the date of allotment in the IPO. SEBI’s March 2026 ICDR amendments tinkered with the enforcement mechanism for pledged shares but left the six-month period completely intact.

So walk the clock:

Stage	Elapsed
You buy in the near-IPO window (DRHP filed)	Month 0
Company lists	Month 3–9, if the window holds
Six-month lock-in expires	Month 9–15
12-month listed-equity LTCG threshold clears	Month 12–21

Your realistic minimum is 12 to 15 months from cheque to first possible sale, and closer to 18 months if you want the tax outcome you probably assumed you were getting. Not six.

Three things follow:

One: you cannot sell into listing-day euphoria. The pop is not yours. If a name lists at +30% and gives it all back over the following quarter, you were a spectator. Groww’s near-IPO holders could first sell around May 2026, comfortably above ₹100, so it worked. Swiggy’s watched ₹390 become ₹300 with their hands tied.

Two: the AIF route has a genuine structural edge here. Category I and II AIFs that held shares for at least six months before the offer document was filed are exempt from the post-listing lock-in. That is not a marketing point. It is a materially different liquidity profile from buying individual unlisted shares directly and one of the strongest arguments for the fund route over the broker route.

Three: anchor investors play a different game entirely. Their staggered 30 and 90-day lock-ins are a separate regime. Do not benchmark your timeline against theirs.

And set a timebox for the thing that hasn’t happened yet. If the IPO has not arrived within 24 to 36 months of your entry, that is no longer a near-IPO investment. It is a pre-IPO investment you did not intend to make. Decide in advance what you’ll do, sell at whatever discount the private market offers, or consciously reclassify it as long-duration illiquid capital. Deciding at month 30, in the middle of a bad market, is not a decision. It is a reaction.

How a high earner should approach this

• Treat it as risk capital only. Money you can lock away and, in a bad scenario, lose entirely. If losing it changes your life or your plans, it doesn’t belong here.
• Size it as a satellite. For most high earners, 5–15% of the overall portfolio in private and pre-IPO exposure is a sensible ceiling, and many should sit at the lower end. Your number depends on net worth, income stability, and how you actually behave when something is illiquid and down.
• Insist on the filing. No DRHP, no near IPO. This is the discipline the entire term exists to enforce.
• Diversify inside the sleeve. Several names, across sectors and expected listing timelines. One disappointment should not sink the allocation. This is the strongest argument for the AIF route, which builds diversification in by design.
• Use regulated, verifiable routes. Prefer AIFs and established platforms over informal deals. Verify custody and settlement. If a deal feels opaque or rushed, that is the signal to walk.
• Do real diligence on the business. Revenue, growth, profitability or a credible path to it, quality of existing investors, governance, and above all, the realistic likelihood and timing of the listing. Groww worked because the business worked: a swing from a ₹805 crore loss in FY24 to a ₹1,824 crore profit in FY25 is not a narrative, it is a number.
• Price the entry, not the story. The single biggest determinant of your outcome is what you pay. Swiggy’s investors were right about the business and wrong about the price. Both count.
• Plan the exit before you enter. Assume the six-month lock-in. Assume the IPO could slip. Make sure nothing else in your financial life depends on this money coming back on schedule.
• Build the tax plan in from day one. The 24-month unlisted threshold, the 12-month listed threshold, the slab exposure on short exits, the mandatory disclosure. Coordinate with your CA on holding periods before you sell, not after.

The near-IPO checklist

Before you commit:

•  Has the company actually filed its DRHP or UDRHP with SEBI? Have I verified it myself?
•  Are named merchant bankers on the mandate?
•  Has SEBI issued its observation letter, and how much of its validity is left?
•  Is management publicly guiding to a six-month window, or hedging?
•  Is this genuinely surplus capital I can lock away for at least 18 months, and lose entirely?
•  Is my core portfolio, insurance and emergency fund already in place?
•  Is my total private allocation within a sensible ceiling of my net worth?
•  Am I diversified across several names, not one conviction bet?
•  Am I using a regulated or verifiable route with clear custody and settlement?
•  Do I know exactly what share class I’m buying and whether it’s freely transferable?
•  Have I done the lock-in arithmetic, entry to listing, plus six months from allotment?
•  Have I set a timebox, what I do if the IPO hasn’t happened in 24 to 36 months?
•  Am I paying a price that makes sense against the likely IPO valuation, not against the last funding round?
•  Have I looped in my advisor and CA before committing?

What’s in the window right now

Mid-2026 is unusually rich. June saw a flurry of filings from names most Indians recognise: the National Stock Exchange filed its DRHP for an issue of roughly ₹30,000 crore, and Jio Platforms filed on 19 June for what could be the largest IPO in Indian history at around ₹35,000–37,000 crore. Zepto filed its updated DRHP in July, with a ₹8,010 crore fresh issue. OYO’s parent, PRISM, has filed its UDRHP for a ₹6,650 crore fresh issue. SBI Funds Management, India’s largest AMC, is in the market as this is published, closing on 16 July with listing due on 21 July.

Behind them sits that backlog: 238 companies planning to raise an estimated ₹4.72 lakh crore in the second half of 2026.

That is what a near-IPO opportunity set looks like when you can name it, date it and check the filing. It is also, at the same time, exactly why the discipline matters. A pipeline this crowded means some of these do not list on schedule. The SEBI approvals will outnumber the listings. The question is never whether opportunities exist. It is whether you can tell the boarding flight from the scheduled one.

The bottom line

Near IPO is not a different asset class from pre-IPO. It is the same asset class with the vaguest variable removed, the timing.

That is worth a great deal, and it is worth less than it sounds. Removing the timing risk does not remove the pricing risk, the valuation-opacity risk, the information-asymmetry risk, or the six-month lock-in that guarantees you’ll experience the public market’s verdict before you can act on it. Groww’s window worked. Swiggy’s did not. Both were large, well-known, institutionally-backed businesses that filed and listed. The difference was the price, the business, and the market’s mood on the day, and only one of those three is under your control.

The investors who do well here treat it as a small, deliberately sized, well-diversified satellite. They use regulated routes. They do honest diligence. They plan for illiquidity and tax from the outset. They insist on the DRHP. Approached that way, near IPO can add a real edge.

Approached as a shortcut to a listing-day pop you’re contractually barred from capturing, it usually disappoints. If you’d like to explore whether a near-IPO allocation fits your overall plan, and how to size and structure it around your goals, that’s exactly the kind of conversation our team is set up to have.

Thinking about adding near-IPO opportunities to your portfolio? Book a complimentary consultation with CrispIdea’s SEBI-registered advisor to understand whether they fit your investment goals, risk profile and overall asset allocation.

Author

Malay Shah is a Co-Founder and Principal Advisor at CrispIdea, a modern Wealth Management firm. CrispIdea is on a mission to build the next $1T of wealth for India’s affluent professionals by democratizing institutional-grade intelligence. Prior to CrispIdea, Malay was a revenue leader at many AI start-ups and he spent more than 2 decades in the management consulting profession. 

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Disclaimer:

This article is for educational purposes only and does not constitute investment advice or a recommendation to buy or sell any security. Investments in unlisted, pre-IPO and near-IPO securities carry significant risk, including illiquidity and total loss of capital. Company data and share prices referenced are as of mid-July 2026 and will have changed. Tax rules are subject to change and depend on individual circumstances. Please consult a SEBI-registered adviser and a qualified tax professional before making any investment decision.