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A DRHP is the draft offer document filed with SEBI; an RHP is the later red-herring document for a book-built IPO, filed with the Registrar of Companies (RoC) before the offer opens. The RHP incorporates updates made after the draft stage, but it may still show a price band rather than the final issue price. What changes depends on the particular issuer and issue—compare filings for the same IPO to see what was actually revised.
How the DRHP-to-RHP sequence works
- Draft stage: The issuer files a Draft Red Herring Prospectus (DRHP) through its lead merchant banker with SEBI. It describes the proposed offer while the document is still subject to the regulatory process.
- Observations and updates: SEBI may issue observations or specify changes. The issuer and lead merchant banker must address applicable observations and changes before registering the later document. The rules also call for an updated offer document highlighting changes before registration of an RHP in a book-built issue.
- RHP filing: For a book-built IPO, the later Red Herring Prospectus (RHP) is filed with the RoC before the offer opens. It is closer to the live offer than the DRHP, but it is not necessarily the document that states the final issue price.
SEBI’s filing index distinguishes draft offer documents filed with SEBI from red-herring documents filed with the RoC. The applicable regulations and the IPO’s own filings determine the operative steps; older regulatory text should not be treated as proof of current deadlines.
What may change between the two documents
There is no universal list of fields that must change in every IPO. Compare the DRHP and RHP for the same issuer and issue, and record only differences that appear in those documents.
- Offer structure: Compare total offer size and the split between a fresh issue and an offer for sale.
- Company and shareholder information: Check promoter, shareholder and other issuer details for updates.
- Risk factors: Look for additions, removals or revised descriptions of risks.
- Financial information: Compare statements, dates covered and any restatements.
- Use of proceeds: Check the stated objects of the offer and how proceeds from a fresh issue are intended to be used.
- Legal and business disclosures: Review outstanding litigation, indebtedness, material contracts and related-party transactions.
- Offer mechanics: Compare reservation and allocation structure, price information, lot size and the issue timetable.
- Regulatory and issuer updates: Identify disclosures that address SEBI observations or reflect other issuer updates.
A difference can be substantive, a correction or a later-stage offer detail. The paired documents show what changed; the document labels alone do not establish the reason or significance of every revision.
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Why the RHP may not contain the final price
In a book-built issue, the RHP may state a floor price or price band. The final issue price is determined later, before the prospectus is registered. So an RHP can be the document closest to the live offer while still leaving the final price unsettled. Check the live offer documents for the price band, bidding dates and final price rather than assuming the RHP fixes all terms.
Document labels also differ by issue type: the regulatory text distinguishes an RHP for a book-built issue from a prospectus for a fixed-price issue. Do not assume every IPO follows the same DRHP-to-RHP sequence or uses identical labels.
Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.Examples from SEBI filings
PhonePe Limited: an updated draft that anticipates the RHP
PhonePe’s Updated DRHP-I, dated January 21, 2026, identifies itself as a draft red herring prospectus and says: “This Updated Draft Red Herring Prospectus – I will be updated upon filing of the RHP with the RoC”. That wording illustrates the document’s draft-stage status; it does not establish which changes appeared in the eventual RHP.
Steamhouse India Limited: an RHP listed with the RoC filings
SEBI’s public-issues index lists a Steamhouse India Limited RHP dated September 4, 2026 under red-herring documents filed with the RoC. This is an example of the later filing label in the regulator’s index, not evidence that another issuer’s document will change in the same way.
Quick Recap
How to compare filings for an IPO you are following
- Open the issuer’s DRHP and later RHP, making sure both relate to the same company and offer.
- Check the document dates and titles so you do not compare different versions or issue stages.
- Use the contents pages and headings to locate the same sections in both documents.
- Compare offer structure, financial and risk disclosures, use of proceeds, legal matters and offer mechanics using the checklist above.
- Note whether a difference is a changed disclosure, a newly available offer detail or simply a later document date. Do not infer a change where the paired filings do not show one.
- For current procedural requirements or deadlines, consult the latest applicable SEBI regulations and the live offer filings rather than relying on older text.
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