Inside Swiggy’s landmark IPO: General Counsel Avantika Bajaj on navigating SEBI’s confidential route

Swiggy’s ₹11,327 crore IPO was historic—not just in size but because it became the first successful listing under SEBI’s confidential filing framework. For the company’s General Counsel (GC), Avantika Bajaj, this meant navigating uncharted regulatory ground while ensuring alignment across stakeholders..“This was the first successful confidential filing under SEBI's new framework as earlier attempts—by Tata Sky and Oyo—haven’t materialised. So, I believe SEBI was also keen to see this succeed. We found SEBI to be extremely cooperative. We worked closely with both SEBI and the bankers to ensure alignment across the board. We remained collaborative throughout, making it easier to mount the challenges,” Swiggy’s General Counsel Avantika Bajaj told Bar & Bench..Explaining the counsel selection strategy, Bajaj noted that expertise and prior experience with technology IPOs were key factors.“Firms that had worked on IPOs for companies like Nykaa and Delhivery stood out. We ultimately chose Cyril Amarchand Mangaldas (CAM) as company counsel, AZB for the bankers, and IndusLaw as a common advisor to all other selling shareholders. On the international side, Latham & Watkins was an easy choice. I’ve since recommended them to others as well,” she said.Bajaj added that Swiggy opted for a single international counsel for both the company and the bankers to ensure cost efficiency and coordination. While Indian counsel focused on compliance and statutory disclosures in the draft red herring prospectus (DRHP), Latham & Watkins handled business and risk disclosure sections, bringing an international investor perspective.“Indian counsel understand SEBI's expectations better, while foreign counsel bring a global investor lens. Both had distinct strengths, and their ownership and collaboration were strong throughout,” she said..Trilegal, CAM, SAM, Khaitan and JSA dominate India’s IPO market in 2024–25.On playing the balancing act between Indian and foreign firms to IPO, Bajaj said "The mandates are clearly divided. Indian firms typically focus on legal and regulatory compliance, especially the statutory sections of the DRHP. International firms handle the business and risk disclosure sections. Some companies appoint separate international counsel for the company and the bankers, but we chose Latham as common counsel for both - for cost efficiency and coordination. Indian counsel understand SEBI's expectations better, while foreign counsel bring a global investor lens. Both had distinct strengths, and their ownership and collaboration were strong throughout.".Foreign Law Firms in Indian IPOs: Hogan Lovells, Sidley, Latham, Linklaters, White & Case lead.Swiggy also set a benchmark for disclosure standards in tech IPOs.“We disclosed 34 key performance indicators (KPIs)—a record for a tech IPO. This shows our commitment to transparency and allowed investors to assess our performance over time. That said, we were careful not to disclose competitively sensitive information while continuing to provide maximum information for the investors,” Bajaj explained..According to her, the IPO reflected the regulator’s evolving approach since earlier tech listings such as Paytm and Zomato, where disclosure requirements and oversight were less stringent..Bajaj emphasised the central role of the in-house legal function in managing a transaction of this scale.“The GC and CFO jointly drive the IPO process. While investment bankers tell the company's story to the market and auditors vouch for the numbers, the GC is responsible for making sure every statement, structure, and process will stand up to scrutiny before regulators, investors and, ultimately, the courts,” she said.Swiggy’s legal department operates with a lean but strong team of about 25 lawyers.“We managed to create many industry firsts in the Swiggy IPO. This wasn’t going to be possible without the deep collaboration both internally and externally and bringing all parties on the same page. It took conviction to deviate and convince all the parties. The process benefited from that boldness,” Bajaj concluded.