Harun Raaj & AssociatesHarun Raaj & Associates

Capital Markets & IPO · Step 3 of 7

✓IPO Readiness›
✓IPO Advisory›
3DRHP Filing›
4Listing Process›
5SEBI LODR›
6FPO›
7SM REIT
Capital Markets & Investment Banking

DRHP Preparation & SEBI Filing

DRHP Filing

Start — upload documents, pay when ready →Talk to a CAWhatsApp us
SCOPEConfirmed in writing

Regulatory Framework

SEBI (ICDR) Regulations, 2018 govern Draft Red Herring Prospectus (DRHP) preparation and filing. Regulation 24 requires the DRHP to be filed with SEBI and made public, opening a mandatory 21-day period for public comments and regulatory scrutiny; SEBI issues its observations on the draft after this window closes. Regulation 25 sets a 12-month validity period for the resulting prospectus (RHP), running from the date SEBI's observations are issued — the public issue must open within this window, failing which the DRHP/RHP process must be re-initiated. Regulation 27(3) read with Regulation 46 requires the issuer to secure in-principle listing approval from the relevant stock exchange(s) within the prescribed period ahead of allotment and listing. DRHP filing engagements are scoped to take the issuer through the Regulation 24 filing, manage the public-comment and SEBI-observation cycle, and align RHP finalisation with the Regulation 25 validity window and the Regulation 27(3)/46 exchange-approval requirement.

Overview

DRHP preparation and SEBI filing is the building and the submission of the Draft Red Herring Prospectus — the primary offer document of an IPO, prepared under the SEBI (Issue of Capital and Disclosure Requirements) Regulations 2018 and the Companies Act 2013. The DRHP carries the company's full disclosure: the business and the industry, the risk factors, the financial statements restated and audited, the management and the governance, the objects of the issue, the shareholding and the price band mechanics. It is filed with the SEBI, and the SEBI's observations and the comments decide the shape of the issue.

The DRHP is the document the market reads to decide whether the company is worth its price, and it is the document the SEBI reads to decide whether the company may come to the market at all. Every number in it is audited, every claim is sourced, every risk is stated — and every gap between the disclosures and the records is a comment from the SEBI and a delay in the process. The document's quality decides the issue's timeline.

The cost of a weak DRHP is the extended and the exposed process: the SEBI comments that send the document back, the risk factors that the market reads as hidden problems, and the liability of the inaccurate disclosures under the securities law. The DRHP is the company's public record from the filing day onwards.

This service is for companies preparing to file. We build the DRHP with the merchant banker — the business and the industry chapters, the risk factors, the restated and the audited financials, the governance and the objects — coordinate the audits, the valuations and the legal opinions, file with the SEBI, and manage the observations and the comments to the clearance, so the document the market sees is the document the records support.

How It Works

  1. 1

    Disclosure & Data Assembly

    We assemble the business, financial and legal data the DRHP requires.

    Harun Raaj & Associates does this2-4 weeks
  2. 2

    Financial Restatement

    We restate and audit the financial statements for the disclosure.

    Harun Raaj & Associates does this6-12 weeks
  3. 3

    DRHP Drafting

    We draft the DRHP with the merchant banker — business, risks, financials, governance.

    Harun Raaj & Associates does this4-8 weeks
  4. 4

    SEBI Filing & Observations

    We file the DRHP and manage the SEBI observations and the comments.

    Harun Raaj & Associates does this8-16 weeks
  5. 5

    RHP & Issue Readiness

    We finalise the RHP and prepare the company for the issue opening.

    Harun Raaj & Associates does this2-4 weeks

Frequently Asked Questions

Which SEBI regulation governs the DRHP filing for a mainboard IPO?
SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (ICDR Regulations) govern the mainboard IPO process. Schedule VI prescribes the mandatory disclosures in the DRHP, and Regulation 26 sets eligibility criteria — including the three-year track record of profitability or the alternative route under Regulation 26(2) for large companies. SME IPOs are separately governed under Chapter IX of ICDR Regulations.
What financial statements must be included in the DRHP and for how many years?
Under SEBI ICDR Regulations, Schedule VI read with SEBI circular SEBI/HO/CFD/DIL1/CIR/P/2019/83, the DRHP must include audited standalone and consolidated financial statements for the last three full financial years and any stub period, prepared under Indian Accounting Standards (Ind AS) as notified under Section 133 of the Companies Act 2013. The statutory auditor must issue a restated financial information report (RFIS) in Form A or Form B as applicable.
What is the CA certificate requirement for the IPO offer document?
A practising Chartered Accountant (holding a certificate of practice under Section 6 of the Chartered Accountants Act 1949) must certify the restated financial statements, working capital statement, and the tax benefit statement included in the DRHP. SEBI ICDR Schedule VI also requires CA certification of the statement of tax benefits available to shareholders under the applicable provisions of the Income-tax Act 1961 (or ITA 2025 for TY 2026-27 onwards).
How does SEBI review the DRHP and what are the timelines?
Under Regulation 25 of SEBI ICDR Regulations 2018, the lead manager files the DRHP with SEBI simultaneously with the stock exchange(s). SEBI issues observations (or raises queries) within 30 days of receipt of a complete filing. The company must respond within 15 days of SEBI queries. The RHP (Red Herring Prospectus) can be filed with the Registrar of Companies under Section 32 of the Companies Act 2013 only after receipt of SEBI observations.
Are there any lock-in restrictions on promoter shareholding after an IPO?
Yes. Under Regulation 16 of SEBI ICDR Regulations 2018, the minimum promoter contribution of 20% of post-issue paid-up capital is locked in for 18 months from the date of allotment. The remaining promoter holding is locked in for 6 months. Pre-IPO investors holding shares for more than one year prior to filing the DRHP are exempt from lock-in under the proviso to Regulation 17(b).

Ready to get DRHP Preparation & SEBI Filing?

File a request in under 2 minutes. Our team contacts you within 24 hours.

Start — upload documents, pay when ready →