DRHP, RHP and final prospectus: what changes between the three, clause by clause

Most guides say a DRHP has no price and an RHP has dates, and stop there. This article compares the three documents clause by clause from the legal text: which rule creates each one, when it is filed, who is allowed to see it and what may be left blank. It then checks those rules against two real documents from one issue, the updated draft and the red herring prospectus of AceVector Limited, and lists what actually changed between them. It describes process only. It says nothing about whether any issue is good or bad and it is not a recommendation to apply to any issue.

The three documents at a glance

	Draft red herring prospectus (DRHP)	Red herring prospectus (RHP)	Prospectus
Where the rule sits	SEBI ICDR Regulations: “draft offer document” (regulations 25 and 26)	Companies Act, 2013, section 32; ICDR regulations 24, 29 and 44	Companies Act, 2013, sections 26 and 32(4); ICDR regulation 29(1)
Filed with	SEBI, and the stock exchanges where listing is planned	The Registrar of Companies, then copies to SEBI and the exchanges	The Registrar of Companies, then SEBI
When	Before the issue is made; SEBI has 30 days from the later of several listed dates to give observations	At least three days before the subscription list opens (the Act); the ICDR text says an issue opens after at least three working days from filing	After the issue closes and the price is fixed
Who sees it	The public, for at least 21 days of comment, hosted on websites of the issuer, SEBI, the exchanges and the lead managers	The public; it is the document bidders use	The public
Price	Not required	A floor price or price band may appear, but the Act allows the RHP to leave out complete price and quantum	One price only
Issue size	May be incomplete	May be incomplete	Complete, with total capital raised
Bidding dates	Blank in the one issue read here	Filled in	Already past
Can change afterwards	Yes, to meet SEBI’s observations and to add updates	Variations from the Prospectus must be highlighted in the Prospectus	Final

The sections below take the rows that need explaining.

The DRHP: a SEBI document, not a Companies Act one

The Companies Act, 2013 in the India Code copy opened for this article never uses the words “draft red herring prospectus”. The draft stage comes from the SEBI ICDR Regulations, which define a “draft offer document” as the draft filed with SEBI for a public issue, and define an “offer document” as a red herring prospectus, prospectus or shelf prospectus under the Companies Act.

The ICDR rules for the draft stage, as amended up to 21 March 2026, say the following.

• Filing (regulation 25). The issuer files the draft with SEBI through its lead managers, with the lead managers’ due diligence certificate, and also files it with the stock exchanges where the shares are to be listed. Since the 21 March 2026 amendment the lead managers also submit a draft abridged prospectus.
• SEBI’s response. SEBI may specify changes or give observations within 30 days from the latest of four events: receipt of the draft, receipt of a satisfactory reply to any clarification SEBI sought from the lead managers, receipt of information SEBI sought from another regulator or agency, and receipt of the exchange’s in-principle approval letter. The issuer then files an updated draft that follows the observations.
• Public comment (regulation 26). Within two working days of filing, the issuer announces the filing in an English national daily, a Hindi national daily and a regional-language paper. The draft is hosted for at least 21 days from that announcement, and the lead managers report the comments received back to SEBI.
• What goes in. Regulation 24 requires the draft and the offer document to carry material disclosures that are true and adequate, and the lead managers must check the information and the restated financial statements are not more than six months old from the issue opening date.

The optional pre-filing route

Chapter IIA of the same regulations lets a main-board issuer pre-file its draft. A pre-filed draft is not available in the public domain (regulation 59C(3)). The issuer still announces within two working days that it has pre-filed, without giving details, and must say that pre-filing does not necessarily mean it will go ahead. After SEBI’s observations the issuer files an updated draft red herring prospectus-I (UDRHP-I), which is made public for at least 21 days of comment. The regulations also define a UDRHP-II, which the issuer submits after incorporating public comments on the UDRHP-I and before filing the offer document with the Registrar (regulation 59C(12)).

So on this route there are at least two draft stages, one hidden and one public, before the RHP. The AceVector papers read for this article follow it: the RHP defines its pre-filed DRHP as dated 17 July 2025 and the UDRHP-I as dated 6 December 2025. The RHP does not define a UDRHP-II as a separate dated document, so the comparison below is between the UDRHP-I and the RHP.

The RHP: what the Act says it is

Section 32 of the Companies Act, 2013 is short, and four of its sub-sections do most of the work.

1. A company proposing to offer securities may issue a red herring prospectus before the prospectus. It is optional in the Act, though ICDR regulation 29(1) provides for a floor price or price band in the red herring prospectus of a book-built issue.
2. It must be filed with the Registrar at least three days before the subscription list and the offer open.
3. It carries the same obligations as a prospectus, and any variation between the two must be highlighted in the prospectus.
4. The Act’s explanation defines it as a prospectus that does not include complete particulars of the quantum or price of the securities.

Section 2(70) adds that “prospectus” includes a red herring prospectus. Section 26 requires every prospectus to be dated and signed, to carry the information SEBI specifies, and a signed copy must be delivered to the Registrar on or before publication. A prospectus issued more than 90 days after that delivery is not valid (section 26(8)).

The ICDR layer adds the following.

• Dates. An issue opens after at least three working days from filing the RHP with the Registrar (regulation 44(2)). A book-built issue stays open for at least three and at most ten working days (regulation 46(1)).
• Price band. The RHP may state a floor price or price band, and the price can be determined later, before the prospectus is filed. The issuer may instead announce the floor price or band at least two working days before the issue opens, in the pre-issue and price band advertisement (regulation 29(4)). The cap of a band must be at least 105 per cent and at most 120 per cent of the floor price (regulation 29(2)).
• Copies. Copies of the offer documents go to SEBI and the exchanges promptly after they are filed with the Registrar (regulation 25(7)).
• If the draft changes materially. Schedule XVI sets out which changes need a fresh draft with fees, which need an updated offer document with fees, and which need an updated document without fees. A change in promoter, a change in more than half the board, or a change of more than 20 per cent in the estimated issue size for a fresh issue are among those that require a fresh draft.

The prospectus: the version with the price in it

Once bidding closes and the price is fixed, the Act (section 32(4)) requires a prospectus stating the total capital raised, the closing price of the securities and any details not in the RHP, filed with the Registrar and SEBI. ICDR regulation 29(1) adds that the prospectus filed with the Registrar contains only one price, even though the RHP may have shown a band.

The AceVector RHP describes the same step in its own words: the prospectus is filed with the Registrar on or after the pricing date and contains the offer price, the size of the offer and certain other information, and the RHP “will become the Prospectus” on that filing. It also says an updated RHP is filed with the Registrar after the underwriting agreement is signed, and that this becomes the Prospectus.

A real final Prospectus shows the result. The Prospectus of Veegaland Developers Limited, hosted on SEBI’s site and dated 15 September 2026, is used here only as a document example. Its cover gives one issue price, a premium, the share count and the total in rupees, all filled in, and it shows the bid and issue dates in the past tense (anchor bidding 9 September, issue open 10 September, closed 15 September 2026). It defines the earlier red herring prospectus, dated 31 August 2026, as the one that “did not have complete particulars of the Issue Price”.

What is left blank: one issue, two documents

The cover pages are the quickest place to see the difference. ICDR Schedule VI requires the front inside cover to show the type of document, its date, the type of issue, the words “Please read Section 32 of the Companies Act, 2013”, and the nature, number, price and size of the offer. The table compares the same fields in the AceVector UDRHP-I (6 December 2025) and the RHP (21 September 2026).

Field	UDRHP-I, 6 December 2025	RHP, 21 September 2026
Offer price, premium, total offer size	Blank	Blank
Fresh issue, number of shares	Blank	Blank
Fresh issue, rupee amount	Up to ₹3,000.00 million	Up to ₹2,870.00 million
Offer for sale, number of shares	Up to 63,870,763	Up to 41,562,500
Offer for sale, rupee amount and each seller’s amount	Blank	Blank
One selling shareholder’s share count (Starfish I Pte. Ltd.)	Up to 42,322,041	Up to 27,607,082
Anchor bidding date, bid opening date, bid closing date	All blank	24, 25 and 29 September 2026
Designated stock exchange	Blank	NSE
Book running lead managers	Two named	Three named
Pre-IPO placement	“May consider” one of up to ₹600.00 million	Undertaken, ₹130.00 million, deducted from the fresh issue
Price band and minimum bid lot	To be advertised at least two working days before opening, no figure	Same wording, still no figure

Three points follow from the table.

• The price is the last thing to be filled in. In the RHP, the price, the number of fresh shares and the rupee amount of the offer for sale are still empty brackets. The RHP’s own wording says the price band and bid lot will be decided and advertised at least two working days before the bid opening date. This matches regulation 29(4) and the Act’s explanation in section 32.
• Size can move between drafts. The fresh issue fell from ₹3,000.00 million to ₹2,870.00 million, and the RHP records why: a pre-IPO placement of ₹130.00 million was reduced from the fresh issue. The UDRHP-I had described that placement as optional, up to ₹600.00 million and no more than 20 per cent of the fresh issue. The offer for sale share count and the per-seller counts also differ between the two documents.
• The dates are what turn a draft into an issue. The UDRHP-I has no bid dates at all. The RHP gives them, and the filing with the Registrar at least three working days before opening is what the Act and regulation 44(2) require.

Both documents carry the section 32 reminder on the cover. The UDRHP-I adds a line that it will be updated on filing of the RHP.

A note on the blanks. ICDR Schedule VI instruction (b) is a general instruction that blank spaces in the draft are to be filled before the offer document is filed with the Registrar. Section 32 of the Act and regulation 29(1) expressly contemplate a red herring prospectus without the final price and quantum, and the AceVector RHP takes that route. Its underwriting section carries the note that the blank portion “will be filled in before filing of the Prospectus with the RoC”. The article reports what the documents do and does not go further into how the instruction and the other provisions interact.

Where to find each document

• DRHP and UDRHP-I: SEBI’s public issues section lists draft offer documents, and the stock exchanges host the same files. A pre-filed draft is not public.
• RHP and prospectus: SEBI’s public issues section lists RHPs, and the lead managers and exchanges host them. The final prospectus is filed with the Registrar of Companies through the MCA portal.
• Price band announcement: the pre-issue and price band advertisement and the exchanges’ websites, as regulation 29(4) and 29(6) provide.

The wider path from filing to listing is in how an IPO works in India, and the arithmetic of a band is in how to read an IPO price band and lot size.

Basis of these figures

The rules are taken from the SEBI-hosted consolidated text of the ICDR Regulations, 2018, amended up to 21 March 2026 (regulations 24, 25, 26, 29, 44, 46, 59A to 59C, Schedule VI and Schedule XVI) and from sections 2(70), 26 and 32 of the Companies Act, 2013 in the India Code copy. SEBI’s consolidated version is not an official gazette copy. The amounts and dates for AceVector Limited are read from the front pages of its UDRHP-I dated 6 December 2025 and its RHP dated 21 September 2026 (the SEBI-hosted copy), in millions of rupees as the documents present them. The final-Prospectus example is the SEBI-hosted Prospectus of Veegaland Developers Limited dated 15 September 2026. AceVector and Veegaland are used only as examples of the documents; this article takes no view on either issue. Rules and documents can change, so check the current text and the filing itself.