We Read Groww’s IPO RHP So You Don’t Have To: 5 Big Surprises You Should Know
We Read Groww’s IPO RHP So You Don’t Have To: 5 Big Surprises You Should Know

We Read Groww’s IPO RHP So You Don’t Have To: 5 Big Surprises You Should Know

Introduction

For most Indians, Groww is that clean, green, and super-simple investing app that made starting a SIP as easy as ordering food online. It’s trusted by millions because of its easy design and beginner-friendly approach.

But behind that simple app lies a very detailed story — one that comes alive in Groww’s IPO RHP (Red Herring Prospectus). This massive document runs into hundreds of pages, filled with financial data, legal language, and risk warnings.

Don’t worry, we read through Groww’s IPO RHP so you don’t have to. Here are five surprising facts that give you a clearer picture of what’s really inside this much-awaited IPO of Billionbrains Garage Ventures Limited.

📘 You can even read the official document yourself here on Kotak Investment Banking’s website.

The Real Company Behind Groww Is Called Billionbrains Garage Ventures Limited

Yes, you read that right! The company that owns Groww is officially called Billionbrains Garage Ventures Limited.

According to Groww’s IPO RHP, this company was first set up on January 9, 2018, under the name Billionbrains Garage Ventures Private Limited. Later, it merged with its U.S.-based parent, Groww Inc., and finally became a public limited company in 2025.

The name may sound long and unusual, but it reflects the brand’s startup roots. Just like how Zomato started as “Foodiebay” or Ola as “ANI Technologies,” Billionbrains Garage Ventures Limited also began as a small, ambitious idea. Over time, it grew into the fintech giant we know today as Groww.

This shows how a brand that started “in a garage” can transform into one of India’s biggest investment platforms.

A Huge ₹7,786 Million Bonus to the Management Team

One of the most eye-catching details in Groww’s IPO RHP is a massive one-time bonus payout of ₹7,786 million to its management in FY2024.

This single bonus — equal to over $90 million — was listed in the “Related Party Disclosures” section of the RHP. It was part of a performance-based incentive, given before the IPO.

Why such a big bonus? It’s actually a reward for reaching major growth goals that helped Billionbrains Garage Ventures Limited reach the stage of going public. In FY2025, employee costs dropped sharply because no such bonus was paid again.

In simple terms, the people who built Groww from scratch got their well-deserved reward before entering the public market.

The Big VC Exit: Who’s Selling in the IPO

Another key detail in Groww’s IPO RHP is that a large part of the issue is an Offer for Sale (OFS). That means existing investors are selling part of their stake — and the money from those shares will go to them, not to the company.

The list of selling shareholders includes some of the biggest names in global venture capital:

  • Peak XV Partners (formerly Sequoia India)
  • Y Combinator (YC Holdings)
  • Ribbit Capital
  • Sequoia Capital Global Growth Fund

These firms were early backers of Billionbrains Garage Ventures Limited. For them, this IPO is their “cash-out” moment — a sign that their bet on India’s fintech space has paid off.

This kind of exit also signals something bigger: India’s startup ecosystem is maturing. When global investors like Peak XV and Ribbit make strong public exits, it builds confidence for future startup IPOs in the country.

Want to explore more upcoming IPOs? Check our IPO category here on OneDemat.

The Hidden Risks and Challenges

Every IPO document includes a section on risks — and Groww’s IPO RHP gives a very honest picture.

One key concern is regulatory changes. The document clearly mentions that SEBI’s 2024 rules for derivatives led to a drop in “fees and commission income, Broking Transacting Users, and Derivatives Active Users” in the three months ending June 30, 2025.

In simpler words — when SEBI changed rules, Groww earned less money from trading users.

Other important risks in Billionbrains Garage Ventures Limited’s RHP include:

  • A pending criminal case involving some promoters and directors.
  • A $5.54 million claim from the U.S. Internal Revenue Service (IRS).

And of course, there’s the standard risk disclaimer every IPO carries:

“Investments in equity and equity-related securities involve a degree of risk. Investors should not invest unless they can afford to lose their entire investment.”

These warnings are not meant to scare you — they’re standard legal disclosures. But they remind investors that even trusted fintech brands like Billionbrains Garage Ventures Limited face real-world challenges in a fast-changing market.

Stunning Numbers: Groww’s Market Dominance

If the risks show the challenges, the numbers show the success story. Groww’s IPO RHP highlights how deeply Groww dominates the retail investing space in India.

According to data from Redseer and Sensor Tower cited in the RHP:

  • 1 out of every 3 new SIPs in India was created on Groww (as of June 2025).
  • Groww’s share of total SIP inflows grew from ~4% in FY2022 to ~12% in FY2025.
  • As of June 2025, Groww had ~16% of all unique mutual fund investors in India.
  • The Groww app became the only Indian investment app to cross 100 million downloads.

These stats prove how Billionbrains Garage Ventures Limited turned simplicity into success. By making SIPs and investing easy for beginners, Groww became the go-to platform for new retail investors.

Conclusion: The Next Chapter for Retail Investors

Reading through Groww’s IPO RHP shows two sides of the same company.
On one hand, there’s the clean, beginner-friendly app that millions use daily. On the other, there’s Billionbrains Garage Ventures Limited — a powerful, complex financial company with global backers and a strong regulatory presence.

The IPO represents both an ending and a new beginning — the founders and early investors are getting their big reward, and now, the public gets a chance to own a piece of this fintech success story.

But the big question remains:
Can Billionbrains Garage Ventures Limited keep its “user-first” and “simplify investing” mindset once it becomes a publicly traded company?

Only time will tell — but one thing’s clear: this IPO is one of the most important events for India’s retail investing space.

💥 Stay tuned — our detailed Groww IPO Review blog is coming soon on OneDemat!

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