DRHP Preparation & Filing Services in India
A Draft Red Herring Prospectus carries real regulatory weight — it forms the principal disclosure document reviewed during the IPO process. Weak risk-factor disclosure, unrestated financials, or an unclear litigation threshold can send it back for revision, costing months.
SEBI’s ICDR framework has moved fast: the March 2025 amendments tightened SME IPO eligibility and disclosure norms, and the ICDR (Amendment) Regulations, 2026, effective March 21, 2026, restructured the abridged prospectus and strengthened lock-in enforceability. Dedicated DRHP preparation support exists to keep your draft aligned with both.
Sapient Services Pvt. Ltd., an IBBI-registered valuation and advisory firm based in New Delhi, prepares SEBI ICDR-compliant DRHPs for mainboard and SME issuers — coordinating with your merchant banker and legal counsel from due diligence through the observation letter.
In Brief:
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Disclaimer: This page provides general regulatory information for reference purposes. DRHP requirements, fees, and timelines depend on SEBI regulations, exchange-specific rules, and your company’s individual facts, and can change with future amendments. Professional review by a merchant banker, legal counsel, and valuer is recommended before filing.
What Are DRHP Filing Services?
DRHP filing services are professional advisory and drafting support for preparing and filing the Draft Red Herring Prospectus — the primary disclosure document a company submits before an IPO.
The DRHP is filed under the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, and generally covers three years of restated financial statements, risk factors ranked by materiality, promoter and promoter group details, related-party transactions, pending litigation above a board-approved threshold, and a quantified use of proceeds.
An important distinction: for mainboard IPOs, the DRHP is filed with SEBI, which reviews it and issues an observation letter under Regulation 25 — this is not an approval, only a clearance to proceed once the issuer complies with the observations raised. For SME IPOs, the DRHP is filed with the stock exchange (NSE Emerge or BSE SME) instead, and SEBI review is not mandatory, which is one reason SME timelines are typically shorter.
This is where a DRHP filing service adds value — incomplete disclosures and repeated clarification rounds are a common, well-documented cause of IPO delays.
Two further 2026 developments are worth knowing before you file: SEBI’s April 15, 2026 circular now permits the fresh issue size to be revised by up to 50% (up or down) without a full DRHP refile, subject to prior approval; and its April 7, 2026 circular extended the validity of observation letters expiring between April 1 and September 30, 2026, by six months — relief measures introduced amid market volatility earlier in 2026.
| DRHP | RHP | |
|---|---|---|
| Filed at | Draft stage, for regulatory review | After observations are cleared, ahead of the issue opening |
| Price / issue size | Not disclosed | Disclosed, with the final price band |
| Filed with (mainboard) | SEBI, plus the exchange for in-principle approval | Registrar of Companies |
Who Needs DRHP Preparation Support?
- Companies preparing a mainboard IPO on NSE or BSE that need SEBI ICDR-compliant drafting and due diligence coordination
- SME and growth-stage companies listing on NSE Emerge or BSE SME, where exchange-level review still demands rigorous documentation
- First-time issuers that have appointed a merchant banker but need dedicated drafting and disclosure support
- Companies that received SEBI or exchange observations on an existing draft and need revision support before resubmission
- Issuers evaluating the confidential pre-filing route to test appetite among Qualified Institutional Buyers (QIBs) before public disclosure
If your merchant banker has flagged gaps in your data room, or you’re unsure how the 2026 abridged prospectus changes apply to your filing, that’s the point to bring in dedicated DRHP filing support.
Our DRHP Filing Process
- Pre-Filing Readiness & Due Diligence (6–10 weeks) — Financial, legal, and promoter due diligence; data room review; setting the board-approved litigation materiality threshold.
- Restated Financial Coordination (3–5 weeks) — Coordinating three years of restated, Ind AS-compliant financials with your statutory auditor for DRHP inclusion.
- DRHP Drafting (4–8 weeks) — Business overview, materiality-ranked risk factors, related-party and contingent-liability disclosures, and a fully quantified object of issue.
- Filing with SEBI or the Exchange — Mainboard DRHPs are filed with SEBI and simultaneously with NSE/BSE for in-principle approval; SME DRHPs are filed directly with the exchange. Both can use the confidential pre-filing route where applicable, coordinated through your merchant banker (BRLM).
- Public Comment Period & Observation Handling (21 days minimum, plus review) — Managing the 21-day public comment window and drafting responses to SEBI or exchange observations.
- UDRHP & RHP Finalisation — Updated DRHP filing, price band disclosure, and RHP filing with the Registrar of Companies ahead of listing.
The full cycle from DRHP drafting to the observation letter typically runs 4 to 6 months, with the broader DRHP-to-listing timeline commonly spanning 7 to 12 months — an indicative range, not an SEBI-fixed schedule.
What Our DRHP Preparation Services Cover
Draft Red Herring Prospectus Drafting
End-to-end DRHP drafting aligned with SEBI ICDR Schedule requirements, covering business disclosures, financials, and risk factors for mainboard and SME issuers alike.
Restated Financial Statement Coordination
Coordinating three years of restated financials with your statutory auditor, ensuring consistency between the DRHP, cap table, and Minimum Promoter Contribution calculations.
Risk Factor & Materiality Disclosure
Drafting materiality-ranked, company-specific risk factors and setting the litigation disclosure threshold that SEBI or the exchange will scrutinise closely.
Confidential Pre-Filing Advisory
Guidance on using the confidential filing route to test appetite among Qualified Institutional Buyers (QIBs) before public disclosure, including the public-announcement timelines this route requires.
Observation Letter Response Support
Drafting clarifications and revisions in response to SEBI or exchange observations, to avoid resetting the review clock.
RHP & Post-Filing Compliance
Support through UDRHP filing, RHP finalisation with price band details, and coordination for Registrar of Companies filing ahead of listing.
Related services: Business Valuation, M&A Advisory, and Due Diligence — often required alongside DRHP preparation for a complete IPO advisory engagement.
DRHP Filing Checklist — What You’ll Need
- Three years of restated, Ind AS-compliant audited financials
- Board-approved litigation materiality threshold, applied consistently across all disclosures
- Promoter and promoter-group shareholding details, including any pledged or pre-IPO placed shares
- Materiality-ranked, company-specific risk factors — not generic industry language
- A fully quantified, certified object of issue
- Appointed SEBI-registered merchant banker (BRLM) and legal counsel
Industries We Support for DRHP Filing
DRHP documentation requirements are the same core framework across sectors, but disclosure emphasis differs — inventory and capacity utilisation for manufacturing, revenue recognition for technology and SaaS, asset quality and NPA disclosures for NBFCs, and regulatory approvals for healthcare. We assist manufacturing, technology, and NBFC companies preparing for mainboard and SME IPOs.
Why Choose Sapient Services for DRHP Filing?
As DRHP consultants, we work alongside your SEBI-registered merchant banker rather than replacing that role — combining in-house valuation expertise with structured drafting and disclosure review.
- In-house IBBI Registered Valuers and Chartered Engineers coordinating financial and technical disclosures
- Active tracking of SEBI ICDR amendments, including the March 2026 abridged prospectus and lock-in changes
- Structured due diligence process that surfaces data-room gaps before drafting begins, not after filing
- Coordinated work with your merchant banker and legal counsel rather than operating in isolation
- Support that continues through observation-letter response, not just the first draft
| What Can Go Wrong Without Specialist Support | How Sapient Services Addresses It |
|---|---|
| Risk factors drafted as generic, boilerplate language | Materiality-ranked, company-specific risk factors aligned with applicable disclosure requirements under the ICDR framework |
| Restated financials inconsistent with the cap table | Financial restatement coordinated directly with your statutory auditor |
| Litigation threshold left undefined or inconsistent | Board-approved materiality threshold set and applied consistently across the DRHP |
| Observations trigger a full drafting restart | Revision support structured to minimise clarification rounds, though the number of cycles ultimately depends on SEBI’s or the exchange’s review |
DRHP Filing Cost Guidance
DRHP filing costs in India are not fixed by SEBI regulation — they depend on issue size, company complexity, and the number of intermediaries engaged. The ranges below are indicative, industry-wide figures, not a Sapient Services quote.
| Cost Component | Factors Affecting Cost | Indicative Range |
|---|---|---|
| Merchant banker (BRLM) fee | Issue size, underwriting requirement | Varies by issue size; typically 2%–5% for mainboard, higher proportionally for SME |
| DRHP drafting & advisory | Business complexity, documentation readiness | Broadly ₹25–45 lakh for mainboard DRHP preparation (industry-wide) |
| Legal & regulatory due diligence | Litigation history, related-party complexity | Varies by entity size and complexity |
| Financial restatement & audit | Number of subsidiaries, accounting policy changes | Quoted per assignment after scoping |
Fees vary significantly by issue size and complexity; confirm current SEBI and exchange fee schedules at the time of filing.
Sapient Services offers transparent, project-specific pricing with no hidden charges — every engagement begins with a written scope and fee structure.
Get a free written quote within 24 business hours.
Common Mistakes in DRHP Filing
- Appointing the merchant banker after drafting starts — the BRLM must supervise due diligence to certify disclosures; appointing them late creates a certification gap.
- Treating restatement as a re-audit — restatement means recasting prior years for consistency, not just re-checking numbers; gaps here are a common source of observations.
- Generic, boilerplate risk factors — SEBI flags industry-wide risk language that isn’t specific to the issuer’s own business.
- Leaving the litigation materiality threshold undefined — SEBI cross-checks the stated threshold against what was excluded from disclosure.
- Underestimating the observation-letter validity window — letters are valid for 12 months (18 under confidential filing); missing that window means refiling.
- Treating post-filing compliance as optional — Regulation 54 requires every promoter and promoter-group securities transaction to be reported to the exchanges within 24 hours, starting from the DRHP filing date itself.
Frequently Asked Questions
Q: What is a DRHP filing service?
A: A DRHP filing service is professional support for drafting and filing the Draft Red Herring Prospectus, coordinating with your merchant banker, auditor, and legal counsel.
Q: How do I file a DRHP with SEBI?
A: Your merchant banker files the DRHP with SEBI after due diligence and drafting are complete; SEBI then reviews it under Regulation 25 — this applies to mainboard filings specifically.
Q: What is the difference between DRHP and RHP?
A: The DRHP is the draft filed for regulatory review with no price details; the RHP is the updated version filed later with the price band and issue size.
Q: How long does SEBI take to issue an observation letter?
A: Generally within 30 days of SEBI receiving a satisfactory response to all clarifications — not from the initial filing date itself, since the clock resets with each query round.
Q: How long is a DRHP observation letter valid?
A: 12 months under the standard route, 18 months under the confidential pre-filing route. Letters expiring between April 1 and September 30, 2026 got a one-time 6-month extension under a SEBI relief circular.
Q: What documents are required for DRHP?
A: Three years of restated audited financials, risk factor disclosures, promoter details, litigation disclosures, and a quantified use of proceeds.
Q: What is the confidential pre-filing route?
A: It lets a company file its DRHP with SEBI without immediate public disclosure, typically to test appetite among Qualified Institutional Buyers (QIBs) before going public.
Q: What are DRHP filing services for SME IPO companies?
A: The same drafting, due diligence, and disclosure support as mainboard filings, adapted to SME exchange requirements and shorter review timelines.
Q: What is the cost of DRHP filing in India?
A: Indicative industry figures run roughly ₹25–45 lakh for mainboard DRHP preparation; SME costs are typically lower. Actual cost is not SEBI-fixed.
Q: Who prepares the DRHP — the company or the merchant banker?
A: Both, jointly: the company provides disclosures and data, while the SEBI-registered merchant banker certifies and files the document.
Q: How long does the DRHP filing process in India take overall?
A: Typically 7 to 12 months from preparation to listing, and up to 18 months for larger or more complex companies.
Q: Can a DRHP filing be rejected?
A: SEBI doesn’t formally reject a DRHP — it issues observations requiring revision; unresolved or serious gaps can effectively stall the filing indefinitely.
Q: What are the steps to file DRHP in India, end to end?
A: Appoint a merchant banker, complete due diligence, draft the DRHP, file with SEBI (mainboard) or the exchange (SME), clear the 21-day comment period and observations, then finalise the RHP.
Q: Can a company file a DRHP without a merchant banker?
A: No. A SEBI-registered merchant banker is mandatory for every DRHP filing, mainboard or SME; DRHP consultants support drafting alongside them, not in place of them.
Q: How do I choose a DRHP filing company in India?
A: Look for in-house valuation credentials, current knowledge of SEBI ICDR amendments, and support that continues through observation-letter response — not just the first draft.
Ready to File Your DRHP?
A well-prepared DRHP is what keeps your IPO timeline predictable — weak drafting is one of the most common reasons issuers lose a quarter or more to avoidable observations.
Sapient Services Pvt. Ltd., based in New Delhi and operating pan-India, offers DRHP filing services built around SEBI ICDR compliance — from due diligence and drafting through observation-letter response, working alongside your merchant banker and legal counsel.
With the ICDR framework evolving through 2025 and 2026, early engagement with an experienced DRHP preparation team gives your filing the best chance of a clean, single-cycle review.
Call us today: +91 9540162888 | Email: valuation@sapientservices.com
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