DRHP Preparation & SEBI Filing

SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (ICDR Regulations) govern the mainboard IPO process. Schedule VI prescribes the mandatory disclosures in the DRHP, and Regulation 26 sets eligibility criteria — including the three-year track record of profitability or the alternative route under Regulation 26(2) for large companies. SME IPOs are separately governed under Chapter IX of ICDR Regulations.

Under SEBI ICDR Regulations, Schedule VI read with SEBI circular SEBI/HO/CFD/DIL1/CIR/P/2019/83, the DRHP must include audited standalone and consolidated financial statements for the last three full financial years and any stub period, prepared under Indian Accounting Standards (Ind AS) as notified under Section 133 of the Companies Act 2013. The statutory auditor must issue a restated financial information report (RFIS) in Form A or Form B as applicable.

A practising Chartered Accountant (holding a certificate of practice under Section 6 of the Chartered Accountants Act 1949) must certify the restated financial statements, working capital statement, and the tax benefit statement included in the DRHP. SEBI ICDR Schedule VI also requires CA certification of the statement of tax benefits available to shareholders under the applicable provisions of the Income-tax Act 1961 (or ITA 2025 for TY 2026-27 onwards).

Under Regulation 25 of SEBI ICDR Regulations 2018, the lead manager files the DRHP with SEBI simultaneously with the stock exchange(s). SEBI issues observations (or raises queries) within 30 days of receipt of a complete filing. The company must respond within 15 days of SEBI queries. The RHP (Red Herring Prospectus) can be filed with the Registrar of Companies under Section 32 of the Companies Act 2013 only after receipt of SEBI observations.

Yes. Under Regulation 16 of SEBI ICDR Regulations 2018, the minimum promoter contribution of 20% of post-issue paid-up capital is locked in for 18 months from the date of allotment. The remaining promoter holding is locked in for 6 months. Pre-IPO investors holding shares for more than one year prior to filing the DRHP are exempt from lock-in under the proviso to Regulation 17(b).