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DRHP vs RHP vs Prospectus: the three IPO documents explained

By Parin Shah, CA, CPA · Updated · 6 min read

Three documents, one IPO. They are easy to confuse because most of the text carries over from one to the next. What differs is who reviews each one, when it appears, and which facts are final.

DRHPRHPProspectus
Full nameDraft Red Herring ProspectusRed Herring ProspectusProspectus
Filed withSEBI and stock exchangesRegistrar of Companies, SEBI, exchangesRegistrar of Companies, SEBI, exchanges
WhenStart of the IPO processAfter SEBI observations, before the issue opensAfter bidding closes and price is fixed
Price and issue sizeNot statedNot final; price band announced separatelyFinal
Open for public commentYesNoNo
Best use for an investorEarly diligenceDecision before applyingRecord of final terms

The DRHP

The company and its book-running lead managers file the DRHP with SEBI under the ICDR Regulations. It is published so the public can comment, and SEBI reviews it and issues observations. The company must open its issue within the period SEBI allows from the date of those observations, or file afresh.

The RHP

Once SEBI's observations are incorporated, the company files the RHP with the Registrar of Companies. Financials are often updated to a more recent period, litigation and material developments are refreshed, and sometimes the issue size or structure changes. The price band is announced shortly before the issue opens. The RHP is the document the application form refers to.

The Prospectus

After bidding closes and the price is discovered through book building, the final Prospectus is filed with the price, the number of shares and the final issue size.

What to compare between DRHP and RHP

Running both versions through DRHP Lens and comparing the red-flag output is a quick way to see what changed. For the full reading method, see how to read a DRHP.

Run the red-flag scan

Upload a DRHP, RHP, NCD prospectus, AIF PPM or annual report. The scan runs in your browser, nothing is uploaded, and every finding is cited to a page.

Analyse a document

Frequently asked questions

What is the difference between DRHP and RHP?

The DRHP is the draft filed with SEBI for observations and public comment. The RHP is filed with the Registrar of Companies after SEBI's observations are addressed and before the issue opens; it carries updated disclosures and the price band is announced around it, but it still does not state the final price or number of shares.

Why is it called a red herring prospectus?

Because it does not contain the final price or issue size. In a book-built issue those are fixed only after bidding closes, and are then set out in the final Prospectus.

Which document should an investor read before applying?

The RHP, because it is the latest offer document available while the issue is open. The DRHP is useful earlier, to start diligence, and to compare against the RHP for changes.

This guide is general education about how Indian offer documents are structured. It is not investment advice or a recommendation to subscribe to any issue. Regulations change; always read the current offer document and the SEBI regulations it refers to, and consult a SEBI-registered investment adviser before you invest.