For a company preparing to access public capital markets in India, the period between a board’s decision to go public and the formal submission of documents to the Securities and Exchange Board of India is one of the most operationally demanding stretches a leadership team will face. Bringing a company to the market requires seamless collaboration between legal experts, financial advisors, auditors, corporate compliance teams, and key business units, all operating within strict timelines.
The challenge is not simply one of paperwork. The Draft Red Herring Prospectus is a legally significant disclosure document that governs how a company presents itself to the investing public. Errors, omissions, or inconsistencies within it carry regulatory and reputational consequences. Managing the process well requires more than enthusiasm for going public. It requires a structured sequence of decisions, reviews, and approvals that must be tightly coordinated over a compressed timeline.
A 90-day framework is not a guarantee of success, but it is a realistic planning window when the company’s internal records are reasonably well-organized and the advisory team is experienced. Understanding what each phase demands—and what typically goes wrong—helps leadership set accurate expectations and make better resourcing decisions from the start.
What the DRHP Process Actually Involves
The process of drhp filing is best understood as the construction of a comprehensive disclosure architecture. The document itself must satisfy SEBI’s Issue of Capital and Disclosure Requirements (ICDR) Regulations, which specify in detail what a company must disclose about its business, financials, governance, legal history, risk factors, and use of proceeds. Getting this right is a cross-functional exercise that touches nearly every part of the organization.
For companies engaging with this process for the first time, a structured approach to dhrp filing can prevent the kind of late-stage revisions that delay SEBI submission and erode internal confidence in the IPO timeline. The process is sequential in some parts and parallel in others, and recognizing which tasks can run simultaneously—and which must wait on prior outputs—is critical to staying on schedule.
The DRHP does not stand apart from the company’s existing records. It is a synthesis of them. Audited financials, board resolutions, regulatory approvals, litigation history, related-party disclosures, and key managerial personnel details must all be gathered, verified, and formatted in a way that satisfies SEBI’s expectations while remaining accurate and defensible.
Key Responsibilities of the Lead Book Runner
The Book Running Lead Manager, or BRLM, is the investment bank appointed to manage the IPO process and is responsible for coordinating the preparation and submission of the DRHP. Their role goes well beyond financial structuring. They guide the company on disclosure standards, manage the due diligence process, and are jointly accountable to SEBI for the accuracy of the document.
Selecting the right BRLM early—ideally before the 90-day window begins—has a direct impact on how efficiently the process unfolds. A BRLM with strong sector experience will have a clearer understanding of how SEBI is likely to scrutinize certain disclosures and can help the company prepare for the kinds of observations that typically follow initial submission. This reduces the number of revision cycles and keeps the timeline intact.
Phase One: Internal Readiness and Board-Level Decisions (Days 1 to 20)
Before any drafting begins, the company must resolve a set of foundational questions at the board level. These include the structure of the offer—whether it includes a fresh issue, an offer for sale, or both—the size of the issue, the objects of the offer, and the intended use of proceeds. These decisions are not peripheral to the DRHP; they are central to it. A change in offer structure at a late stage can require substantial redrafting and may affect the financial narrative woven throughout the document.
This phase also involves confirming the company’s readiness for the disclosure requirements that the DRHP imposes. Companies should conduct an internal audit of their governance documents, statutory registers, board composition, and any outstanding legal or regulatory matters. Issues that surface during this review are far easier to address before drafting begins than after.
Restating and Certifying Financials
SEBI requires that the financial information in the DRHP be prepared under specific accounting standards and certified by the statutory auditor. For most companies, this means restating or reformatting existing audited financials to meet the disclosure format required under the ICDR Regulations. This work begins in Phase One and continues into Phase Two, and it is often the part of the process that creates the most delay.
Companies that have maintained clean, consistently audited books with clear notes and proper disclosures will move through this stage faster. Those with complex related-party transactions, prior restatements, or changes in accounting policy will need additional time and close coordination between the CFO’s team and the statutory auditor. Starting this process before the 90-day window opens, if possible, is one of the most effective ways to protect the overall timeline.
Phase Two: Due Diligence and First Draft Preparation (Days 21 to 55)
Legal and financial due diligence runs in parallel with the preparation of the first draft of the DRHP. The legal counsel appointed by the BRLM will conduct a review of the company’s material contracts, intellectual property, regulatory licenses, pending litigation, and corporate history. Their findings directly inform the disclosures in the legal proceedings section and risk factors, and any gaps in documentation can pause the drafting process entirely.
The first draft of the DRHP is typically prepared by the legal team in close coordination with the BRLM and the company’s internal teams. This is the most labor-intensive stage of the process. Each section of the document must be accurate, internally consistent, and aligned with the financial data being prepared simultaneously. The risk factors section, in particular, requires careful attention—SEBI expects risk disclosures to be specific to the company’s actual circumstances, not generic statements that could apply to any business.
Coordinating the Disclosure of Material Risks
Many organisations fail to anticipate the amount of time and expertise needed to prepare thorough risk factor disclosures. SEBI’s review process pays close attention to whether the risks disclosed are genuinely material, clearly explained, and properly connected to the company’s business model and financial condition. Generic risk disclosures often attract SEBI comments, forcing companies to revise the draft multiple times and extending the overall filing schedule.
The most defensible risk disclosures are those that emerge from a structured internal review involving the legal team, the CFO, and business unit leaders. This review should identify not just known legal and regulatory risks but also operational, market, and competitive risks specific to how the company actually earns revenue. According to SEBI’s publicly available guidance on ICDR Regulations, the depth and specificity of risk disclosures are among the most commonly cited areas in SEBI observations on filed DRHPs.
Phase Three: Internal Review, Approvals, and Final Submission (Days 56 to 90)
Once the first draft is complete, it enters an internal review cycle that involves the company’s board of directors, legal counsel, BRLM, and statutory auditor. Each party reviews the document from their respective area of accountability, and comments are consolidated and addressed in successive drafts. This phase requires disciplined version control and a clear process for resolving disagreements about how particular disclosures should be framed.
The board must formally approve the DRHP before it is filed with SEBI. This requires a board meeting with proper quorum, documented minutes, and a resolution that specifically authorizes the filing. Companies that have not kept their secretarial and governance records in order often encounter delays at this stage because the documentation required to support the board resolution cannot be produced on short notice.
Managing the SEBI Observation Process
Submission of the DRHP to SEBI does not mark the end of the process. After the filing is submitted, SEBI generally reviews it within about 30 days and may ask the company to update its disclosures, submit further details, or improve the clarity of information presented in its financial documents. Managing this process efficiently requires the same level of coordination that characterized the initial drafting phase.
Companies that have built a clear internal record during the 90-day process—tracking decisions made, disclosures finalized, and supporting documents collected—are better positioned to respond to SEBI observations quickly and completely. Those that treated the initial filing as a sprint without maintaining organized records will find the observation response phase significantly more difficult.
Common Failure Points That Delay the 90-Day Timeline
In practice, most delays in drhp filing are traceable to a small number of recurring problems. These tend to surface early but are often not recognized as serious until they have already compressed the available time for later phases.
• Audited financials that require restatement due to inconsistencies in prior-year presentations add weeks to the preparation timeline and require significant coordination between the CFO and auditor.
• Previously unreported legal disputes or regulatory actions must be evaluated to determine their significance, reviewed by legal advisers, and carefully discussed with the BRLM before deciding how they should be disclosed.
• Board composition issues, including the absence of required independent directors or gaps in KMP documentation, can require governance changes that cannot be completed overnight.
• Statutory registers that are outdated, fragmented, or incomplete often demand extensive rebuilding before they can support accurate and dependable disclosures.
• Poor coordination between internal teams often results in conflicting input, forcing multiple revisions and slowing the drafting process while reducing trust in the final outcome.
These challenges can usually be addressed when spotted in time. However, many businesses overestimate how prepared they are for the DRHP filing process, only realizing missing records, incomplete information, or compliance gaps after advisors begin gathering detailed documents and supporting data.
Closing Thoughts on the 90-Day Framework
A company that enters the IPO preparation phase with accurate records, a finalized offer plan, and professional guidance can often reach DRHP submission to SEBI in about three months. For many businesses, this serves as the most achievable route from executive approval to an official submission, offering a practical timeline that helps identify areas needing further preparation rather than reflecting an ideal scenario.
The value of treating this process as a structured framework rather than a reactive sequence of tasks is that it allows leadership to make decisions proactively.
For companies preparing to go public in India, the DRHP is not simply a regulatory requirement. The final outcome is shaped far more by consistent planning and organised execution than by a rush of work at the last moment. Companies that understand this—and plan accordingly—arrive at SEBI submission with a stronger document and a more confident team.
