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A Draft Red Herring Prospectus (DRHP) is an issuer’s draft offer document for a proposed Indian public issue. It can show you how the company describes its business, risks, finances, ownership, proposed use of proceeds and pricing rationale—but it is not a final set of offer terms, a valuation verdict or SEBI’s endorsement. Check the filing date and compare it with later offer documents before relying on details.
What a DRHP is—and why its date matters
A DRHP is filed during the process for a proposed public issue. SEBI lists “Draft Offer Documents filed with SEBI,” “Red Herring Documents filed with ROC” and “Final Offer Documents filed with ROC” as separate categories on its Public Issues page. That distinction is useful: a draft describes the offer at a particular point, and terms or disclosures may be revised in later filings.
To follow a specific IPO, locate the issuer and filing date in the official listings, then look for subsequent red herring or final offer documents and compare their dates and material terms. Do not assume a detail in an older draft—such as issue size or offer structure—remains current. The available sources do not establish a complete current procedural timeline, so consult current regulations rather than relying on a general timeline.
What to examine in a DRHP
Use the table of contents and headings in the specific filing; terminology and presentation can differ. SEBI’s ICDR regulatory text discusses disclosure areas including risk factors, objects of the issue, basis for issue price, issuer and management information, capital structure and financial information. A SEBI-hosted 2024 issuer DRHP illustrates how these disclosures appear in an actual filing. These are issuer disclosures, not independent verification of every claim.
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Business and operations
Read how the issuer describes its products or services, industry, strategy and material dependencies. Look for the stated basis of important claims where provided. Consider whether the operating picture depends on particular customers, suppliers, approvals, technologies or other factors—and whether those dependencies are discussed elsewhere in the document.
Risk factors
Read the risks before settling on a view of the company or its proposed price. For each material risk, ask what could happen, what exposure the issuer identifies, what financial or operational effect it describes, and whether any mitigation is concrete. Notice when the issuer says an implication cannot be quantified. A risk section maps risks the issuer has disclosed; it cannot guarantee that every future problem is known or measurable.
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The regulatory text cited here discusses ordering risks by materiality and disclosing implications where material, but it is not a substitute for checking the latest amended rules. The exact current requirements and the disclosures in a particular offer depend on the applicable rules and issuer.
Offer structure and use of proceeds
Check whether the offer includes a fresh issue, an offer for sale (OFS) by existing shareholders, or both. In a fresh issue, the issuer raises funds; in an OFS, selling shareholders receive the proceeds from the shares they sell. So the headline issue size alone does not tell you how much capital the company will receive.
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Read the stated objects of the issue and any planned interim use of proceeds. Compare those uses with the company’s disclosed financing needs, but treat them as the issuer’s stated plan rather than a guarantee of future results.
Financial history, ownership and management
Review the financial statements and selected ratios in the filing, noting the periods covered and how measures are defined. Look at capital structure, shareholding, promoters or controlling shareholders, management, and related-party disclosures where present. Ratios are meaningful only in context; a reported figure by itself is not an assessment of business quality.
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Basis for issue price
Find the section titled “Basis for Issue Price” or similar. It sets out the issuer’s and lead managers’ stated rationale and may include metrics and peer comparisons. Check whether that rationale makes sense alongside the company’s reported results, risks and offer structure. It is a disclosed rationale, not an objective valuation conclusion.
A June 2025 SEBI-hosted draft prospectus says its floor price, cap price and issue price should not be considered indicative of the shares’ market price after listing, and that active or sustained trading is not assured. That is the language of that issuer’s filing, not a universal prediction for every IPO. A proposed price or price band cannot establish what the shares will trade for later.
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Litigation, approvals and governance
Check disclosures about material legal proceedings, regulatory approvals, corporate history, directors and other governance matters. Their significance depends on the specific facts and issuer; assess them alongside the business, financial and risk disclosures rather than treating the presence of a disclosure as a verdict on its own.
Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.What a DRHP cannot tell you
- That SEBI endorses the IPO: a filing is not a recommendation or approval of the issue. The MobiKwik DRHP hosted by SEBI states that its shares had not been recommended or approved by SEBI and that SEBI did not guarantee the document’s accuracy or adequacy. That is a statement in that issuer’s filing, illustrating an important limitation—not a separate SEBI endorsement.
- What the shares will be worth after listing: the issuer’s price rationale and any proposed price are not a forecast of the post-listing trading price.
- That the draft is the latest version: disclosures and terms are tied to the document date and can change in later filings.
- A complete inventory of future risks: disclosed risks may not capture every event that could affect the business or shares, and some implications may not be quantifiable.
A practical reading sequence
- Confirm the document: use SEBI’s Public Issues listings to match the issuer, document category and filing date.
- Understand the offer: read the summary, issue structure and objects to identify who receives proceeds and what the issuer says funds will support.
- Read the risks: note the exposures, stated implications, materiality and any limits on quantification.
- Build the company picture: examine business, financial, ownership, management, litigation and related-party disclosures, paying attention to definitions and reporting periods.
- Assess the price rationale: compare the issuer’s stated case with its reported results and risks; do not treat it as an assurance of future price.
- Check later documents: compare the latest available red herring or final offer document with the draft before acting on offer details.
How to compare an IPO with its own disclosures—or another IPO
For one issuer, compare its stated business and risks with its financial history; fresh-issue proceeds with OFS proceeds; stated uses of funds with financing needs; ownership and management disclosures with governance risks; and price rationale with reported performance and relevant peers.
When comparing multiple IPOs, use the same questions and align financial periods where possible. Peer comparisons are only useful when the businesses and the measures being compared are genuinely comparable. Check the definitions and source the issuer gives rather than assuming that superficially similar companies make a fair comparison.
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