IPO Advisory · Stage 2
DRHP Preparation & SEBI Filing
Financial due diligence, secretarial due diligence, and Draft Red Herring Prospectus drafting under SEBI ICDR Schedule VI — filed with SEBI for an observation letter, typically 6 to 9 months before the planned listing date.
The DRHP is the most scrutinised document in an IPO. SEBI reviewers, institutional investors, and retail applicants all rely on it. Errors in the financial statements, undisclosed related party transactions, incorrect promoter lock-in calculations, or incomplete risk factor disclosures will result in SEBI queries that delay the issue by 60 to 90 days. We work with the lead manager on the financial due diligence (CA scope) and secretarial due diligence (CS scope) to ensure the DRHP is accurate and complete before it is filed.
- • Financial due diligence — verification of 3-year restated financials, working capital assessment, contingent liabilities, and related party transaction pricing
- • CA certificate for objects of the issue — for fresh issue proceeds, end-use must be certified by a CA and disclosed in the DRHP
- • Secretarial due diligence — statutory registers review, ROC filing history, board resolution validity, share capital history, and MR-3 secretarial audit for the preceding year
- • DRHP Schedule VI review — cross-checking all 12 mandatory sections against SEBI ICDR requirements
- • Promoter lock-in computation — 18 months for minimum 20% post-issue holding, 6 months for remaining pre-issue shares, as per Regulation 17
- • SEBI observation letter response — drafting responses to SEBI queries on related parties, litigation, promoter history, and financial disclosures
- • Risk factors review — ensuring material risks are disclosed (financial, regulatory, sectoral, and litigation-related)
- • Anchor investor and QIB allocation advisory — if applicable under Regulation 30 and 33
- • Audited and restated financial statements for 3 years (prepared by statutory auditor)
- • Secretarial audit report (Form MR-3) for the preceding financial year
- • Board and shareholder resolutions authorising the IPO
- • Promoter and promoter group shareholding details and lock-in calculations
- • ESOP scheme and outstanding grant register
- • Related party transaction schedule for 3 years with pricing basis
- • Objects of the issue — detailed capex / working capital plan for fresh issue proceeds
- • Litigation schedule — all pending cases, tax demands, regulatory orders
- • Lead manager appointment letter and due diligence checklist
See the fee table below for the statutory filing charge and common delay logic.
- • SEBI (ICDR) Regulations 2018 — Regulation 25 (DRHP filing), Regulation 17 (promoter lock-in), Schedule VI (DRHP content)
- • SEBI (Merchant Bankers) Regulations 1992 — lead manager appointment and due diligence obligations
- • SEBI Master Circular on ICDR — latest version
- • Companies Act 2013 — Section 32 (shelf prospectus), Section 26 (prospectus content)
- • SEBI (LODR) Regulations 2015 — pre-listing governance disclosures
Process
How the service works
The workflow is built to be predictable: document collection, legal review, filing, and post-filing follow-through.
Lead manager (BRLM) appointment
Appoint a SEBI-registered merchant banker as Book Running Lead Manager. Category I merchant bankers can manage issues of any size. Category II and III have net worth requirements and issue size limits under SEBI (Merchant Bankers) Regulations 1992.
Financial due diligence
The CA reviews 3-year restated financials for completeness, accuracy, and SEBI ICDR compliance. Contingent liabilities, related party pricing, and working capital calculations are verified. Any restatement adjustments are documented and disclosed.
Secretarial due diligence
The CS reviews: statutory registers (Register of Members, Directors, Charges), ROC filing history (all forms for 5 years), board and shareholder resolution validity, share capital history (all allotments and transfers), and the secretarial audit report (Form MR-3). SEBI specifically requires the secretarial due diligence to be certified by a Practising Company Secretary.
DRHP drafting
The DRHP is drafted jointly by the lead manager and legal counsel, with inputs from the CA (financials) and CS (secretarial sections). Content follows Schedule VI of SEBI ICDR Regulations 2018 — covering company overview, business description, risk factors, management, financials, and offer details.
Promoter lock-in documentation
Compute and document the lock-in: 18 months for the minimum 20% post-issue promoter holding; 6 months for all remaining pre-issue promoter shares. Shares held for more than 1 year before the date of filing the DRHP are locked in for 6 months. Shares allotted within 1 year are locked in for 18 months. This is disclosed in the DRHP under the capital structure section.
SEBI filing
The DRHP is filed with SEBI through the online portal. SEBI issues an observation letter within 30 days. The observation letter may contain queries on: related party transactions, promoter group, litigation, accounting policies, objects of the issue, and risk factor adequacy.
Observation letter response
SEBI queries must be addressed and the DRHP updated before the Red Herring Prospectus (RHP) can be filed. We draft responses to financial and secretarial queries and support the lead manager in finalising the revised document.
AEO summary
The DRHP (Draft Red Herring Prospectus) is filed with SEBI under Regulation 25 of the SEBI (ICDR) Regulations 2018. The content requirements are prescribed in Schedule VI. SEBI issues an observation letter within 30 days of DRHP filing. The DRHP must be prepared with the lead manager (BRLM), who conducts financial and secretarial due diligence before the document is finalised and filed. Promoter lock-in of 18 months (minimum 20% post-issue holding) and 6 months (remaining pre-issue shares) must be documented in the DRHP.
The DRHP Schedule VI — what must be disclosed
Schedule VI of SEBI ICDR Regulations 2018 prescribes the content of the DRHP. The 12 mandatory sections are: (1) cover page and summary, (2) risk factors, (3) introduction and industry overview, (4) business description, (5) management discussion and analysis, (6) management and corporate governance, (7) related party transactions, (8) financial statements (3 years, restated), (9) capital structure and offer details, (10) objects of the issue, (11) litigation and regulatory proceedings, and (12) other disclosures.
Each section has specific sub-requirements. Risk factors must be ordered by materiality (most material first). Related party transactions must be disclosed for 3 preceding years with pricing basis. The financial statements must be restated for accounting policy changes and consolidated at the group level.
Fresh issue vs Offer for Sale — implications for the DRHP
A fresh issue means the company issues new shares — the IPO proceeds go to the company for the stated objects. A CA certificate on objects of the issue is mandatory, and the proceeds cannot be used for purposes other than the stated objects without shareholder approval.
An Offer for Sale (OFS) means existing shareholders sell their shares through the IPO — the proceeds go to the selling shareholders, not the company. There is no CA certificate requirement on objects, but the selling shareholders must meet the lock-in requirements. Companies often combine a fresh issue with an OFS to give both the company access to capital and early investors an exit.
Government fees
Fee breakdown
| Item | Fee | Notes |
|---|---|---|
| SEBI filing fee (on issue size) | 0.1% of issue size | Minimum INR 2,50,000. Payable at the time of DRHP filing with SEBI. |
| Stock exchange listing fee (BSE / NSE) | INR 3L – 10L+ | Depends on issue size. Paid at the time of in-principle listing approval. |
| SEBI observation fee (if applicable) | As prescribed | Additional fees may apply for amendments to the DRHP after SEBI observation. |
Timeline
Typical turnaround
Stage duration usually means a 3 to 5 months turnaround, assuming documents are complete and any board or shareholder approvals are already in place.
Professional fee for financial and secretarial due diligence support and CA certificate. Lead manager fees, SEBI filing fees (0.1% of issue size, min INR 2.5L), and legal counsel fees are separate.
Related services
Keep the company moving
IPO readiness audit — complete this before DRHP drafting begins.
Listing process — RHP, book building, allotment, and listing day compliance.
Full IPO lifecycle overview — all five stages in one place.
BSE SME / NSE Emerge route — different DRHP process, no mandatory BRLM, 15-day SEBI observation.
FAQ
Frequently asked questions
Where is the DRHP filed, and does it go to SEBI alone?
How long does SEBI take to issue its observation letter, and what happens if it raises queries?
How long is the SEBI observation letter valid, and what happens if the IPO is delayed?
What mandatory disclosures must the DRHP contain under Regulation 56?
What is the promoter lock-in requirement, and which shares are exempt?
Canonical reference: https://www.pvtltd.co/services/ipo-drhp-filing
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Ready to move this filing forward?
We can help with the filing, the legal mapping, and the follow-up work that keeps the company compliant after submission.