Part of the guide: How an IPO works in India: the process from filing to listing, step by step

Objects of the Issue and Risk Factors in an RHP, section by section, in a real filing

Where the Objects of the Issue and Risk Factors sit in an actual red herring prospectus, what each sub-heading and table is for, and how the two sections point to each other. Walked through with one filing; no view on the offer.

Most guides to reading a red herring prospectus (RHP) give a checklist of what to look for. This article does something different: it opens one real RHP, the one Runwal Enterprises Limited filed for its September 2026 issue, and shows where the Objects of the Issue and Risk Factors sections sit, how each is laid out, and how they refer to each other. It describes structure and facts only. It does not say whether any object or risk is good, bad, large or small, and it is not a view on the issue.

Getting the document

SEBI keeps a public listing of offer documents. Filings for an issue appear there as DRHP, RHP and Prospectus entries; the entry for this issue links to the full RHP PDF (about 18 MB, around 600 numbered pages plus cover pages). The company and the lead managers also host copies. For the difference between the draft, the RHP and the final prospectus, see how an IPO works in India.

Where the two sections sit

The table of contents splits the RHP into nine sections. In this filing:

Part of the RHP Starts on page
Section I, General (definitions, conventions, forward-looking statements) 1
Section II, Risk Factors 18
Section III, Introduction, which opens with “The Issue” 68
Objects of the Issue (inside Section III) 100
Basis for Issue Price (next section) 113

So the two sections you are reading are far apart: Risk Factors come early, straight after the general definitions, while Objects of the Issue come in the middle of the Introduction, after the capital structure. Page numbers differ between filings; use the contents page.

Objects of the Issue, sub-heading by sub-heading

The section runs from page 100 to page 112 in this filing. Its sub-headings, in order:

  1. Opening statement of the issue. One line says what the issue consists of. In this RHP it is a fresh issue only (new shares created by the company, so the money goes to the company), of up to ₹5,000.00 million (₹500 crore). The cover page also describes the issue as a fresh issue. An offer for sale (existing shareholders selling, so the money goes to them, not the company) would normally be shown as a separate component here and on the cover; this filing has none, so there is no selling-shareholder part to read.
  2. The list of objects. Three numbered items: repaying or prepaying certain borrowings of the company; investing in two named wholly owned subsidiaries so they can repay certain of their borrowings; and funding acquisitions of future real estate projects plus general corporate purposes. The filing then notes, separately, benefits of listing that are not funded by the proceeds.
  3. Net Proceeds. A small table: gross proceeds, less issue-related expenses, equals net proceeds. “Net Proceeds” is a defined term in the RHP: gross proceeds less the company’s share of issue expenses. Issue expenses and the net figure appear as [] because they depend on the issue price, which is fixed after the price band is announced. Footnotes say these are completed in the Prospectus filed with the Registrar of Companies.
  4. Requirements of funds and utilisation of Net Proceeds. A second table gives the amount for each object. Here ₹1,000.00 million is earmarked for the company’s own borrowings and ₹2,250.00 million for the subsidiaries; the third line is blank. A footnote states a cap on the third line: acquisitions plus general corporate purposes together not above 35% of gross proceeds, and each individually not above 25%. By arithmetic on the ₹5,000.00 million gross figure, 35% is ₹1,750 million and 25% is ₹1,250 million.
  5. Schedule of implementation and deployment. The same objects again, now split by financial year. For the two debt-related objects the whole amount is shown in Fiscal 2027; the acquisitions line is blank for both Fiscal 2027 and Fiscal 2028. The filing says the schedule is indicative and management may change the amount used in a year.
  6. Means of finance. A short paragraph on how the objects will be funded (net proceeds and internal accruals) and a statement that no arrangement for a minimum share of outside finance is needed under the ICDR Regulation the filing cites.
  7. Details of the Objects. The longest part, one write-up per object. For borrowings, tables list each loan: lender, sanction date, type of facility, purpose, amount sanctioned, amount outstanding on 31 July 2026, interest rate, repayment schedule and any prepayment penalty, with certificates from the statutory auditor and an independent chartered accountant cited in footnotes. For the subsidiaries, the section gives outstanding borrowings (₹3,564.87 million for one and ₹2,865.10 million for the other) next to the ₹2,250.00 million earmarked. It also states that some loans to be repaid are from the affiliate of one of the lead managers and points to a risk factor on that. For the third object it describes the categories of general corporate purposes and what the company says about the acquisitions.
  8. Issue expenses. A table of fee heads (lead manager fees, registrar, advertising, legal and so on). In the RHP the amounts are blank; the footnotes give the commission and processing-fee rates for different categories of applicant.
  9. Interim use of funds. Where unspent money is held in the meantime: here, deposits with scheduled commercial banks, with a statement that it will not be used to buy shares of listed companies.
  10. Bridge loan. A yes/no line on any bridge financing to be repaid from proceeds. This filing says there is none.
  11. Monitoring of utilisation of funds. Names the monitoring agency (a credit rating agency here) and says it reports quarterly. The filing gives the reason as an issue size above ₹1,000.00 million.
  12. Variation in objects. What the company must do to change the objects after listing; the filing refers to a special resolution of shareholders, a postal ballot notice, and an exit opportunity for shareholders who disagree.
  13. Appraising entity. A line saying whether a bank or financial institution has appraised the objects; this filing says none has.
  14. Other confirmations. Closing statements; here, that no part of the proceeds goes to the promoters, directors, key managerial personnel or group companies.

What the blanks mean

Square brackets ([]) are not errors. In an RHP the issue price is not yet known, so every figure that depends on it is left blank and is filled in only in the Prospectus. Amounts that do not depend on the price, such as the ₹1,000.00 million and ₹2,250.00 million above, are already filled.

Reading the tables, not the adjectives

The utilisation table, the deployment schedule and the loan-by-loan tables are the parts with numbers and dates. Three checks use only what is on the page: whether the object amounts add up to the net proceeds line; whether the same amount appears in the utilisation and deployment tables; and whether a line is a stated amount or a blank with a cap in a footnote. The text around the tables is the company’s own description.

Risk Factors, how the section is organised

Risk Factors run from page 18 to page 67. Layout in this filing:

  1. Opening notes on the section: a general caution, a statement that the risks listed are those the company considers material, a note on operating and financial indicators that may not come from audited financials, and the source of industry data (a report the company commissioned and paid for, named and dated).
  2. Two groups. “Internal Risk Factors” (starting with a sub-group called “Risks relating to our business”) and then “External Risk Factors”. The risks are numbered continuously: 1 to 61 are internal and 62 to 76 are external in this RHP.
  3. A heading per risk. Each numbered risk opens with a full-sentence heading that names the risk and the effect the company says it could have. Some headings contain figures (for example, a share of projects in one city as of 31 March 2026). Underneath comes a body of one or more paragraphs, sometimes with a table.
  4. Page span. Risk Factors take pages 18 to 67 in this filing.

Where the two sections meet

The sections refer to each other. The objects section points to risk factor 20, whose heading is about the funding requirements and deployment being based on management estimates and subject to change, and about shareholder approval being needed for a variation. It also points to risk factor 17, about the proceeds being used to repay loans from the affiliate of a lead manager. Going the other way, risk factor 20 refers back to “Objects of the Issue” on page 100, and risk factor 17 refers back to the “Investment in our wholly owned Material Subsidiaries” write-up beginning on page 103. One thing worth knowing when you follow these pointers: the page numbers printed in the objects section (39 and 40) are one page earlier than where the two headings actually sit in this PDF (risk factor 17 is on printed page 40, risk factor 20 on page 41), so a cross-reference can land a page early. Reading both ends of each cross-reference shows what is stated in one place and where the details are held in the other.

What this article does not do

It does not say whether the objects are sensible, whether the risks listed are many or few, or whether anyone should take part in the issue. The RHP itself states, at the start of Risk Factors, that an investment in the equity shares involves a high degree of risk and that investors may lose all or part of their investment. The price band and lot size are covered in how to read an IPO price band and lot size.

Basis of these figures

All figures, page numbers and wording about structure are taken from the Runwal Enterprises Limited red herring prospectus hosted on SEBI’s website (retrieved 2 October 2026). Amounts are as printed in the RHP, in ₹ million (₹100 million is ₹10 crore); the 35% and 25% amounts in rupees are our arithmetic on the printed ₹5,000.00 million gross proceeds. Regulation references are as cited in the RHP. Page numbers are the printed page numbers and may differ in other filings.