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Repair Windows errors before they cause bigger problemsFix Now →Fix the driver behind crashes, sound loss and screen glitchesFind Drivers →A Draft Red Herring Prospectus (DRHP) is an issuer’s draft offer document for a proposed IPO. It can help you understand the company, its risks, how the offer is structured, how proceeds may be used, and how the issuer and lead managers explain the proposed pricing. It is not a guarantee of accuracy, an endorsement by SEBI, or a forecast of the share price after listing. Because the document is a draft, check for later filings before relying on its terms.
What a DRHP is—and why its date matters
A DRHP records disclosures at a particular point in the filing process. 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. The categories distinguish a draft from later offer documents; they do not, by themselves, provide a complete procedural timeline.
For a specific IPO, use the official listing to confirm the issuer, document type, and filing date. Then look for later red herring or final offer documents and compare dates and material terms. Offer size, price band, and other details may change as documents are updated. Do not assume a DRHP is the latest or final account of the offer.
What to look for in the filing
Use the contents and headings in the actual document; section names and presentation can vary. 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 MobiKwik DRHP illustrates how these and other issuer-specific matters appear in a filing: the issuer’s draft.
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Business and operating context
Read how the company describes its products or services, industry, strategy, and material dependencies. Treat these as issuer disclosures, not independent verification. Where the filing gives a basis for a claim, such as a definition, data source, or reporting period, check that basis before comparing it with another company.
Risk factors
Look for risks the issuer actually discloses, including business or offer risks, approvals, litigation, customer or supplier concentration, and debt, where applicable. For each material risk, ask what could happen, how the issuer describes its significance, whether a financial implication is stated or said to be unquantifiable, and whether any mitigation is specific. The regulatory text discusses ordering risks by materiality and disclosing implications where material, but the linked page is an older amended text; it should not be treated as confirmation of the rules currently in force.
A risk section is a map of disclosed risks, not a complete forecast. It cannot establish that every future problem is known or that every impact can be measured.
Issue structure and use of proceeds
Check whether the offer combines a fresh issue, an offer for sale (OFS) by existing shareholders, or both. In a fresh issue, the company raises funds; in an OFS, selling shareholders receive the proceeds from their shares. Therefore, the headline issue size does not tell you how much capital the company itself will receive. Read the stated objects of the issue and any planned interim use of proceeds rather than inferring the company’s funding from the total offer.
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Financial record, ownership, and management
Review the financial statements and selected ratios included in the filing, along with capital structure, shareholding, promoters or controlling shareholders, management, and related-party disclosures where present. Compare equivalent periods and definitions: two figures with similar labels may not be calculated on the same basis. A reported ratio is a piece of information, not a complete assessment of business quality.
Price rationale
Find the “Basis for Issue Price” section or its equivalent. It presents the issuer and lead managers’ stated rationale and may include metrics and peer comparisons. Assess whether that rationale fits the company’s reported record and disclosed risks. It is not an objective valuation conclusion or a promise about future returns.
Litigation, approvals, and governance
Check the disclosures on material legal proceedings, regulatory approvals, corporate history, directors, and other governance matters. Their significance depends on the particular facts disclosed and the company involved; the presence of a section does not by itself indicate a problem.
Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.How to compare the offer with the company’s disclosures
For one IPO, connect the terms and claims rather than reading each section in isolation:
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- Compare the stated business and risks with the company’s financial history.
- Separate fresh-issue proceeds from OFS proceeds, then compare the company’s stated uses with its financing needs.
- Read ownership, management, and related-party disclosures alongside governance risks.
- Test the price rationale against reported performance, disclosed risks, and any relevant peers.
For comparisons across IPOs, use matching financial periods and consistent definitions where possible. Peer comparisons are only useful when the businesses and metrics are genuinely comparable; check the source and definitions the issuer provides rather than relying on similar-sounding labels.
Quick Recap
What a DRHP cannot establish
- SEBI endorsement: Filing a draft does not mean SEBI recommends or approves the shares. The MobiKwik DRHP states that its shares “have not been recommended or approved” by SEBI and that SEBI does not guarantee the document’s accuracy or adequacy. That warning is from that issuer’s filing, not a general SEBI announcement.
- Post-listing price: A proposed price or price band is not a prediction of the market price after listing. A June 2025 SEBI-hosted draft prospectus says its offer price should not be considered indicative of the post-listing market price and says active or sustained trading is not assured. This is language in that issuer’s document, not a guarantee about the outcome of every IPO: the June 2025 draft prospectus.
- Final offer terms: The draft is dated and can be updated. Later filings may change terms or revise disclosures, so use the latest available documents when checking offer details.
- A complete list of future risks: Disclosures may not identify every risk or quantify every consequence. The MobiKwik filing itself cautions that risks can affect results, financial condition, prospects, or share trading, and that some implications may not be quantifiable.
A practical reading sequence
- Confirm the document. On SEBI’s Public Issues page, verify the issuer, filing category, and date; locate later offer documents if available.
- Understand the offer. Read the summary, issue structure, and objects to identify who receives proceeds and what the issuer says the funds will support.
- Read risks before judging price. Note the exposures, stated materiality, financial implications, and any impacts the issuer says cannot be quantified.
- Examine the company. Review its business, financial information, ownership, management, litigation, and governance disclosures. Keep reporting periods and metric definitions in view.
- Evaluate the price rationale. Compare it with reported results and risks, while treating it as the issuer’s stated case rather than an assurance of value.
- Recheck the latest filing. Compare dates and terms before relying on offer details that may have changed.
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