What documents does an Indian IPO go through?
An initial public offer (IPO) is when a company first sells shares to the public and lists them. In India it moves through three documents.
| Document | Filed with | What it is |
|---|---|---|
| Draft red herring prospectus (DRHP) | SEBI and the stock exchanges | The full draft, for SEBI's review and public comments |
| Red herring prospectus (RHP) | Registrar of Companies, then SEBI and the exchanges | The near-final document, without the final price or number of shares |
| Prospectus | Registrar of Companies, then SEBI and the exchanges | The final document, with the final price, filed after the issue closes |
SEBI's issue rules call the RHP and the prospectus "offer documents".[S1] The Companies Act defines an RHP as a prospectus without complete details of the quantity or price of the shares.[S2]
What happens to the draft?
The DRHP is made public for comments for at least 21 days. It sits on the websites of SEBI, the exchanges, the lead managers and the company.[S1]
Within two working days of filing, the company announces the filing in an English, a Hindi and a regional newspaper.[S1]
SEBI can then ask for changes or issue "observations". The company must make those changes before it files the RHP.[S1]
The issue must open within 12 months of the date SEBI issues its observations.[S1]
What is an updated DRHP?
Since 2022, SEBI's rules allow a confidential route called pre-filing.[S1] The first draft goes to SEBI and the exchanges but is not made public.[S1]
After SEBI's observations, the company files an "updated draft red herring prospectus-I" (UDRHP-I). That version is public for comments for at least 21 days.[S1]
Under the confidential pre-filing route, the issue must open within 18 months of SEBI's observations.[S1]
A UDRHP-II follows, with changes from the public comments.[S1] Then the RHP and the prospectus follow as usual.
PhonePe took this route. Its UDRHP-I is dated 21 Jan 2026 and was published on SEBI's website on 23 Jan 2026.[S4]
When does the RHP come out?
The company files the RHP with the Registrar of Companies before the issue opens. The issue can open at least three working days after that filing.[S1]
The price band is announced at least two working days before the issue opens.[S1] The top of the band can be at most 120% of the bottom, and at least 105% of it.[S1]
An IPO stays open for at least three and at most ten working days.[S1] Once the price is fixed, the prospectus carries only one price.[S1]
What is the difference between a fresh issue and an offer for sale?
An IPO can have two parts. The difference decides who receives the money.
- Fresh issue: the company creates new shares and sells them. The money goes to the company, and the total number of shares rises.
- Offer for sale (OFS): existing shareholders, such as promoters or early investors, sell some of their shares. The money goes to those sellers, and the share count stays the same.
The offer document states both parts on its cover and in its "Objects of the Issue" section. Some documents call it "Objects of the Offer". That section says how the company will spend any fresh-issue money.
What does a real offer-for-sale IPO look like?
PhonePe's UDRHP-I describes an offer made entirely as an offer for sale. The fresh issue is marked "Not applicable", so the company would receive none of the money.[S4]
The sellers named are its promoter, WM Digital Commerce Holdings, and two investors, Microsoft and Tiger Global.[S4] The stated objects are the benefits of listing and carrying out the offer for sale.[S4]
Because no new shares are issued, the company's share capital stays the same after the offer.[S4]
What rules apply to fresh-issue money?
The amount kept for "general corporate purposes" cannot exceed 25% of the money the company raises.[S1]
If the fresh issue is above ₹100 crore, a monitoring agency must track how the money is used. That agency is a credit rating agency registered with SEBI.[S1] Its reports are published on the company's website and filed with the exchanges.[S1]
Which parts of an offer document explain the business?
SEBI's Schedule VI sets out what the document must contain.[S1] For understanding the business, these sections help most:
- Risk Factors: the company's own list of what could go wrong.
- Capital Structure: who owns the shares before the offer, which becomes the first shareholding pattern.
- Objects of the Issue: where fresh-issue money will go, if any.
- Industry Overview and Business Overview: what the company sells, to whom, and the market it sells in.
- Restated Financial Information: the audited numbers, restated on one basis.
- Outstanding Litigations and Material Developments: pending cases and claims.
The related-party list and the promoter section are also there. Related-party transactions explains why those matter.
Where do you find these documents?
On SEBI's website, open Filings, then Public Issues, for draft offer documents and offer documents.[S3] The exchanges and the lead managers also host them.[S1]
Once a company lists, its filings move to the exchanges' announcement pages. Our guide on finding NSE and BSE announcements picks up from there.