IPO Advisory Services India: Documents and Evidence
Most delay on IPO Advisory Services India comes down to paperwork that was not ready, so it is worth knowing what will be asked for. The questions below are the ones raised most often in practice; the full scope of the service is on the IPO Advisory Services India page.
What is a DRHP and why does it matter so much?
The Draft Red Herring Prospectus is the primary disclosure document filed with SEBI and made public simultaneously. It contains three years of restated financial statements, management discussion and analysis, complete related-party transaction history, litigation disclosures, risk factors, capital structure history, and the basis for the offer. It is scrutinised by SEBI, analysed by institutional investors, and forms the legal basis on which retail investors decide to subscribe. Every material fact must be accurate — misstatement or material omission can expose the company and its officers to regulatory action and civil liability.
In practice: We treat every number that goes into the DRHP as something we would defend under SEBI query or, in the worst case, in a regulatory proceeding. That discipline shapes how carefully we approach the restatement exercise.
What is the difference between the DRHP and the RHP?
The Draft Red Herring Prospectus (DRHP) is the initial offer document filed with SEBI, made public, and used to solicit SEBI's review and observations — it does not yet contain the final price band or issue size. The Red Herring Prospectus (RHP) is filed after SEBI's final observations are addressed; it contains the price band for a book-built issue (a fixed-price issue instead uses a prospectus stating the fixed price) and is the document under which the issue actually opens for public subscription.
In practice: Financial figures should not materially change between DRHP and RHP if the restatement work was done properly the first time — a late-stage restatement change between DRHP and RHP invites additional SEBI scrutiny and delay.
What is an Offer for Sale (OFS) and how does it differ from a fresh issue?
A fresh issue is one in which the company issues new shares to the public; the company receives the proceeds and applies them towards the objects disclosed in the offer document. In an Offer for Sale, existing shareholders — often promoters, PE, or VC investors — sell a portion of their existing shareholding to the public; the company itself does not receive any proceeds. Many IPOs combine both — a fresh issue component and an OFS component — in a single offer document.
In practice: The OFS component is often where early investors achieve their exit at listing; the mix between fresh issue and OFS is a strategic decision made early, with tax implications for the selling shareholders that we help model in advance.
What happens if the Ind AS restatement uncovers a material discrepancy from previously reported figures?
This does happen, particularly where a company's historical accounting was inconsistent or where informal group transactions were not properly recorded. When it occurs, we document the nature and cause of the discrepancy, assess its materiality, and — working with the company's statutory auditor and legal counsel — determine whether prior-period financial statements need formal restatement disclosure, and whether any regulatory notification (to tax authorities, lenders, or other stakeholders relying on the earlier figures) is required. Transparency at this stage, however uncomfortable, is materially better than a discrepancy surfacing during SEBI's review.
In practice: We would rather surface this in month four of a readiness engagement than have SEBI or the merchant banker's due diligence team surface it in month fourteen. Early, honest restatement work exists precisely to catch this while it is still manageable.
What is a 'red herring' in the name Red Herring Prospectus — is that just a name?
Yes, it is a legal-drafting term of historical origin, referring to the disclaimer statement (in red ink on the cover page in traditional practice) noting that the document does not yet contain the final price or issue size — it is a placeholder offer document filed for regulatory review and public information ahead of the final pricing. Functionally, the DRHP and RHP contain the same core disclosures; the RHP is filed once SEBI's observations are addressed and adds the finalised price band and issue size.
In practice: We mention this occasionally because clients new to the process sometimes assume 'red herring' signals something being withheld or misleading — it is simply standard securities-law terminology for a preliminary-pricing offer document.
Where this sits in the wider engagement
IPO Advisory Services India rarely arrives on its own. The statutory basis and the current requirements are set out on the IPO Advisory Services India service page, and the related services are grouped under Corporate Finance.
What PNPC does
PNPC Global has practised since 1986 across India and the UAE. On IPO Advisory Services India we take the work end to end — reviewing the facts, preparing and filing what is required, and dealing with the authority through to closure.