DRHP Preparation & Filing Services in India
Written by the Sapient Services editorial team. Reviewed by Devender Kumar Malhotra, IBBI Registered Valuer, Sapient Services Pvt. Ltd., New Delhi. Last updated: October 2026. Regulatory baseline: SEBI ICDR Regulations, 2018, as amended through March 2026.
Quick answer |
This page gives general regulatory information. DRHP requirements, fees and timelines depend on SEBI regulations, exchange rules and your company’s facts, and they change with amendments. Get review from your merchant banker and legal counsel before filing.
The RHP and prospectus copy from the DRHP, so its mistakes travel with them. A restated figure that disagrees with the cap table, or a litigation threshold nobody defined, invites another round of queries before the observation letter arrives.
The 2026 ICDR amendment added a second document to reconcile: the draft abridged prospectus, filed with the draft, hosted alongside it and required to match it.
Sapient Services Pvt. Ltd. is a valuation and advisory firm based in Okhla Phase II, New Delhi. Our DRHP consultants in India support issuers with drafting and review, beside the merchant banker, auditor and legal counsel.
What are DRHP Filing Services?
DRHP stands for Draft Red Herring Prospectus, the draft offer document an issuer files before an IPO. It carries the disclosures investors and the regulator rely on, and no final price or price band.
Content follows Schedule VI of the ICDR Regulations:
- Restated consolidated financial information for three financial years, plus any stub period.
- Risk factors and related party transactions.
- Litigation, measured against the board-approved materiality policy.
- The objects of the issue and the basis for issue price.
The observation letter that follows is not an approval. It records SEBI’s observations and says nothing about the business or the price.
| Document | Stage | Price disclosed | Filed with |
|---|---|---|---|
| DRHP | Draft for SEBI and exchange review | No final price or price band | SEBI and stock exchanges |
| UDRHP | Updated draft after SEBI’s observations, confidential route only | No final price or price band | SEBI and stock exchanges |
| RHP | After observations, before the issue opens | Price band, no final issue price | Registrar of Companies |
| Prospectus | After pricing | Final issue price | Registrar of Companies |
Who Prepares a DRHP and Who Does What
The draft reaches SEBI only through the merchant banker, also called the lead manager (BRLM on a book-built issue). We do not replace that role, and a consultant who claims to is overselling. Our DRHP preparation process and checklist covers the chapters in detail.
| Party | Role |
|---|---|
| Company and promoters | Facts, data room access, board and shareholder approvals |
| Merchant banker | Due diligence, certificates, filing and regulator liaison |
| Statutory auditor | Restated financial information and auditor certificates |
| Legal counsel | Legal due diligence, litigation review and legal certificates |
| Sapient Services | Drafting support, independent disclosure review, cross-section reconciliation and query-response drafting |
Who Needs DRHP Preparation Services?
- Mainboard issuers on NSE or BSE that need ICDR-aligned drafting.
- SME issuers planning SME DRHP filing on NSE Emerge or BSE SME. Our SME IPO consultants in India page covers eligibility and cost.
- Issuers holding observations or an in-house draft that need independent review.
- Mainboard issuers weighing the confidential pre-filing route.
Our DRHP Process, Step by Step
- Route check. With your merchant banker we confirm the route: mainboard under Regulation 6(1) or 6(2), or SME under Chapter IX.
- Due diligence. We review the data room, promoter and group company records, contracts and litigation, and help set the materiality policy through our due diligence services team.
- Restated financials. We work with your peer-reviewed statutory auditor on three financial years of restated information, plus any stub period.
- Offer document drafting and reconciliation. Chapters come from one master data set, so objects of the issue, capital structure, issue price basis and related party figures agree across the DRHP and the draft abridged prospectus.
- Filing. The merchant banker files a mainboard draft with SEBI and the exchanges, with the due diligence certificate and the draft abridged prospectus. An SME draft is reviewed by the SME exchange. Confidential pre-filing is for mainboard issuers only.
- Comments and observations. A mainboard draft stays open for public comments for at least 21 days from the public announcement. Under Regulation 25(4), SEBI may issue observations within 30 days from the later of receipt of the draft, satisfactory replies and in-principle approval. We draft the query responses.
- RHP and issue opening. The offer document is updated after the observation letter and the RHP is filed with the Registrar of Companies. The issue must open within 12 months of the letter (Regulation 44(1)), or 18 on the confidential route.
No regulation sets a period for preparation. It depends on your data room, what due diligence finds and how many query rounds SEBI raises. The fixed clocks are the comment period, the observation window and the letter’s validity.
What Our DRHP Services Cover
DRHP Drafting Services
IPO documentation support for the business, management, corporate governance, capital structure and financial chapters, built to Schedule VI and reconciled with the draft abridged prospectus.
Business Narrative and MD&A
A business model, revenue streams and growth strategy that read the same in every chapter, and an MD&A that explains segment results, working capital and cash flow.
DRHP Review and Vetting
An independent pre-filing compliance review of drafts prepared in-house or by another adviser: disclosures, restated numbers, litigation thresholds and consistency between sections. It includes the draft abridged prospectus.
Objects of the Issue and Basis for Issue Price
Quantified objects with supporting records, and a pricing basis built on peer data and operating KPIs. We check the industry overview and any third-party industry report against the restated numbers, and pricing stays with the issuer and the lead manager. Our business valuation services team supplies the inputs; pre-IPO valuation explains the method.
Confidential Pre-filing Advisory
Guidance for mainboard issuers on whether the route suits the issue, including its public announcement and the 18-month letter validity.
RHP Preparation and Observation Response
Replies to SEBI or exchange queries, the updated offer document and RHP preparation after the observation letter. The merchant banker files the RHP.
Disclosure Focus by Type of Issuer
- Manufacturers: installed capacity, utilisation and raw material dependence must read the same in every section. A Chartered Engineer’s certificate can support the figures.
- NBFCs: asset quality, NPA classification, capital adequacy and regulatory approvals.
- Startups: the eligibility route, revenue recognition, ESOP structures and operating metrics.
- Pharma and healthcare: product approvals and licence validity.
Why Choose Sapient Services as Your DRHP Consultants
We work beside your SEBI-registered merchant banker, who keeps the due diligence, certification and filing role. Our team in Delhi NCR works with issuers across India.
- Sapient operates as an independent network of Chartered Engineers and Valuers, so valuation inputs and capacity figures for the draft come from within one firm.
Where drafts go wrong, and how we handle it:
| Common problem | How we handle it |
|---|---|
| Generic risk factors | Company-specific risk factors ranked by materiality |
| Restated financials that disagree with the cap table | Restatement coordinated with your statutory auditor |
| Draft abridged prospectus that does not match the DRHP | Both documents built from one master data set |
| Observations that force a drafting restart | Cross-section checks before filing; the number of query rounds stays with the regulator |
DRHP Cost and Fees
No regulation fixes the fee for DRHP support. Cost depends on issue size, data room readiness and the number of intermediaries.
| Cost component | What drives it |
|---|---|
| Merchant banker fee | Issue size, scope of mandate, underwriting |
| DRHP drafting and advisory | Business complexity, documentation readiness |
| Legal and due diligence | Litigation history, related party complexity |
| Restatement and audit | Number of subsidiaries, accounting policy changes |
| SEBI and exchange fees | Issue size. Check the current fee schedule at the time of filing |
Common Mistakes in DRHP Filing
- Appointing the merchant banker after drafting begins. The banker must supervise due diligence before certifying.
- Treating restatement as a re-audit. It recasts prior years consistently, and gaps draw observations.
- Leaving the litigation threshold undefined. Disclosure is measured against a board-approved materiality policy, which must exist before drafting.
- Filing a draft abridged prospectus that does not match the DRHP. Both are published, so a mismatch is visible.
- Missing promoter transaction reporting. Regulation 54 (Regulation 274 for SME issues) requires promoter and promoter group transactions to reach the exchanges within 24 hours, from filing until the issue closes.
2026 SEBI Changes to Check before Filing
The ICDR (Amendment) Regulations, 2026 came into force on 21 March 2026. Two changes matter here:
- The draft abridged prospectus is filed with the draft under Regulation 25(2) and hosted during public comments.
- Under Regulation 17(2), depositories can record pledged shares as non-transferable where a lock-in cannot be created. SEBI’s 8 April circular adds the steps: articles of association provisions, pledgee intimations and offer document disclosure.
Two temporary reliefs have ended. SEBI’s 7 April 2026 circular carried observation letters expiring between 1 April and 30 September 2026 forward to 30 September 2026.
A relaxation SEBI conveyed to the industry in April 2026, as the press reported, let issuers change the fresh issue size by up to 50% without refiling, for issues opening on or before 30 September 2026. Without it, Schedule XVI requires refiling when the fresh issue size changes by more than 20%.
As of 10 October 2026 we have found no notice extending either relief. Check SEBI’s circulars page before relying on that.
Frequently Asked Questions
What do DRHP consultants do?
They support drafting and disclosure review and coordinate valuation inputs. The merchant banker certifies and files.
Can a company file a DRHP without a merchant banker?
No. The draft is filed through a SEBI-registered merchant banker, for mainboard and SME issues alike.
Can you review a DRHP drafted by another adviser or our own team?
Yes. We check disclosures, restated financials, litigation thresholds and consistency across sections, including the abridged prospectus.
Do you support SME DRHP filing?
Yes, for SME issuers whose drafts go through the NSE Emerge or BSE SME review. Eligibility and cost are on our SME IPO consultants page.
Can you help with SEBI observations and query replies?
Yes. We draft replies and revisions with your merchant banker.
Do you advise on the confidential pre-filing route?
We advise mainboard issuers on whether it suits the issue. SME issuers cannot use it; Chapter IIA covers mainboard issues only.
Is a draft abridged prospectus required with the DRHP?
Yes. Since the March 2026 amendment it is filed with the draft, for mainboard and SME issues (Regulations 25(2) and 246(3)), and hosted during public comments.
How long is an observation letter valid?
12 months from the date of observations on the standard route and 18 months on the confidential route. The one-time extension to 30 September 2026 has ended.
Does hiring a DRHP consultant guarantee SEBI’s observations?
No. SEBI decides on the draft in front of it. A consultant improves the draft; the regulator controls the timeline and the outcome.
How much does DRHP filing cost?
No fixed fee applies. Cost depends on issue size, complexity and intermediaries; SEBI and exchange fees follow issue size.
Talk to Our DRHP Team
Four items let us judge readiness quickly:
- Your filing route.
- A cap table with pledged shares marked.
- Your last audited year-end date.
- A one-page draft of the objects of the issue, with amounts and timelines.
Call +91 9540162888 or email valuation@sapientservices.com. Our office is at S-15, Sapient House, Okhla Industrial Area, Okhla Phase II, New Delhi 110020.
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