Issue Mechanics and Intermediaries in DRHP Filing

A. Issue Structure

Explains how the IPO is designed and how shares are distributed among different categories of investors.

Topic	Meaning	Brief Explanation
Type of Issue	Nature of the IPO offering	Specifies whether the IPO consists of a Fresh Issue, Offer for Sale (OFS), or a combination of both.
Issue Size	Total value of the IPO	States the aggregate amount proposed to be raised and the total number of shares offered.
Number of Equity Shares Offered	Shares available for subscription	Specifies the total number of equity shares being offered through the IPO.
Face Value per Share	Nominal value of each share	Indicates the original value assigned to each equity share.
Price Band / Issue Price	Price at which shares are offered	Specifies the price band (Book Built Issue) or fixed issue price.
Pre-Issue Capital	Share capital before the IPO	Shows the company's paid-up equity share capital before the issue.
Post-Issue Capital	Share capital after the IPO	Reflects the paid-up capital after completion of the public issue.
Objects of the Issue	Purpose of raising funds	Explains how the IPO proceeds will be utilised by the company.
Listing Details	Proposed stock exchange listing	Specifies where the company's shares will be listed after the IPO.

B. Terms of the Issue

Explains the rules, conditions, rights and procedures governing participation in the IPO.

Topic	Meaning	Brief Explanation
Investor Categories	Classes of eligible investors	Explains the different investor categories eligible to participate in the IPO.
Reservation Portion	Shares reserved for each category	Specifies the percentage of shares allocated to each investor category.
Minimum Bid Lot	Minimum application size	States the minimum number of shares an investor must apply for. From March 2025, the minimum application size for SME IPOs is 2 lots, with a minimum investment value of ₹2 lakh (increased from 1 lot / ₹1 lakh).
Bid-cum-Application Process	IPO application procedure	Explains how investors submit their bids and applications.
ASBA Mechanism	Fund blocking facility	Keeps the application amount blocked until allotment is finalised.
UPI Payment Mechanism	Digital payment process	Enables eligible investors to authorise IPO payments through UPI.
Bid Revision	Modification of application	Allows investors to revise their bid price or quantity during the issue period.
Bid Withdrawal	Cancellation of application	Permits eligible investors to withdraw their application before issue closure.
Grounds for Bid Rejection	Invalid application criteria	Explains situations where an IPO application may be rejected.
Basis of Allotment	Share allocation methodology	Describes how shares are allotted when the IPO is subscribed. For NIIs (Non-Institutional Investors) in book-built SME IPOs, allotment is now by draw of lots (not proportionate) from March 2025, split into two sub-buckets: 1/3 for applications between 2 lots and ₹10 lakh, and 2/3 for applications above ₹10 lakh.
Refund / ASBA Unblocking	Release of blocked funds	Explains how excess application money is refunded or unblocked.
Credit of Shares	Demat credit process	Describes when allotted shares are credited to investors' demat accounts.
Listing & Commencement of Trading	Start of market trading	Explains the listing process after successful allotment.
Issue Timetable	IPO schedule	Provides important dates from issue opening to listing.
Rights of Equity Shareholders	Rights after allotment	Explains the rights available to shareholders after receiving shares.
Minimum Number of Allottees	Minimum spread of public shareholding	From March 2025, a minimum of 200 allottees is required in an SME IPO (increased from 50). If this threshold is not met, the issue cannot proceed to allotment.

C. Key Intermediaries to the Issue

Explains the institutions involved in managing and completing the IPO process.

Intermediary	Role in the IPO
Book Running Lead Manager (BRLM)	Manages the IPO process, due diligence, pricing and regulatory compliance.
Registrar to the Issue (RTI)	Processes applications, finalises allotment, refunds and investor records.
Syndicate Members	Collect IPO applications and facilitate bidding.
Self-Certified Syndicate Banks (SCSBs)	Block investors' funds under the ASBA mechanism.
Bankers to the Issue	Handle banking arrangements and fund movements relating to the issue.
Depositories (NSDL & CDSL)	Credit allotted shares into investors' demat accounts.
Depository Participants (DPs)	Provide demat account services to investors.
Stock Exchanges (NSE/BSE)	Approve listing and facilitate trading after the IPO.
Legal Advisors	Ensure legal compliance and verify offer document disclosures.
Statutory Auditors	Certify financial information and assist in financial due diligence. From March 2025, for IPOs where fresh issue size is below ₹50 crore, the statutory auditor must certify fund utilisation in quarterly financial results
Company Secretary	Coordinates regulatory filings and ensures corporate compliance.
Advertising/Public Relations Agencies	Manage IPO advertisements, investor awareness and public communication.
Monitoring Agency	Appointed to independently monitor utilisation of IPO proceeds. Mandatory where fresh issue proceeds exceed ₹50 crore (threshold reduced from ₹100 crore under the March 2025 amendments)

This structure closely reflects how Issue-Related Information is organised in a DRHP while making it easy to understand. It begins with the conceptual overview, then systematically covers the Issue Structure, Terms of the Issue and the Intermediaries involved, giving readers both the regulatory context and the practical mechanics of an IPO.

Also enable investors to understand the complete IPO mechanism, the responsibilities of each intermediary, application procedures, allotment methodology and the post-issue process, allowing them to participate in the public issue with greater clarity and confidence.

Information Related to the Intermediaries to the Issue

The Information Related to the Intermediaries to the Issue section provides details of all SEBI-registered intermediaries and other entities responsible for managing, coordinating, regulating and successfully executing the Initial Public Offering (IPO). These intermediaries perform specialised functions throughout the IPO lifecycle, including due diligence, regulatory compliance, application processing, fund management, allotment, listing and investor grievance redressal.

This section is included in the DRHP to ensure that the issuer company transparently discloses the identity, contact details, registration particulars and responsibilities of every intermediary associated with the public issue. It establishes accountability by clearly identifying the organisations responsible for different stages of the IPO process and enables investors to know whom to approach for issue-related information or grievance resolution.

It is prepared by the issuer company in consultation with the Book Running Lead Manager (BRLM), Registrar to the Issue, legal advisors, Company Secretary, stock exchanges, depositories, bankers and other intermediaries and is disclosed in accordance with the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the Companies Act, 2013 and other applicable SEBI regulations. It generally forms part of the "Issue Related Information" section of the DRHP.

In this section, the issuer company is required to disclose complete details of every intermediary involved in the IPO, including their name, registered office, contact information, SEBI registration number (where applicable), scope of work, responsibilities and regulatory status. The company must ensure that all disclosures are accurate and updated as these intermediaries play a vital role in executing the public issue efficiently and in compliance with applicable regulations.

These disclosures help investors understand the responsibilities of each intermediary involved in the IPO process, identify the appropriate point of contact for different issue-related matters and gain confidence that the public issue is being managed by authorised and regulated entities.

Intermediary	What the DRHP Discloses	Brief Explanation
Book Running Lead Manager (BRLM)	Name, SEBI registration number, address, contact details and responsibilities	Manages the IPO, conducts due diligence, coordinates regulatory approvals, marketing, book building and pricing of the issue. From March 2025, the BRLM must also disclose its fees in the offer document and annex a site visit report to its due diligence certificate
Registrar to the Issue (RTI)	Name, contact details, SEBI registration number and responsibilities	Handles IPO applications, determines the basis of allotment, processes refunds or ASBA unblocking, credits shares and resolves investor queries.
Syndicate Members	List of syndicate members and contact details	Accept IPO applications and facilitate bidding on behalf of investors during the issue period.
Self-Certified Syndicate Banks (SCSBs)	List of ASBA-enabled banks	Block investors' application money under the ASBA mechanism and release funds after allotment.
Sponsor Bank (UPI IPOs)	Bank details and responsibilities	Processes UPI mandates and facilitates payment authorisation for eligible IPO applicants.
Bankers to the Issue	Name, address and banking responsibilities	Manage banking arrangements relating to IPO funds and settlement activities.
Escrow Collection Bank(s)	Escrow account details	Maintain escrow accounts for issue-related fund management where applicable.
Public Issue Account Bank	Banking details	Receives and manages IPO proceeds after successful completion of the issue.
Refund Bank	Name and contact details	Processes investor refunds wherever applicable under the issue mechanism.
Depositories (NSDL & CDSL)	Depository names and contact details	Facilitate dematerialisation and credit allotted equity shares into investors' demat accounts.
Depository Participants (DPs)	General disclosure of participant network	Act as intermediaries between investors and depositories for maintaining demat accounts.
Stock Exchange(s)	Name of proposed listing exchange(s)	Grant in-principle approval and facilitate listing and commencement of trading.
Legal Advisors / Legal Counsel	Name and contact details	Conduct legal due diligence, review documentation and ensure compliance with applicable laws.
Statutory Auditors	Auditor details and registration particulars	Audit and certify the company's financial statements and other financial disclosures included in the DRHP.
Company Secretary	Name and designation	Coordinates statutory filings, corporate approvals and compliance with the Companies Act and SEBI regulations.
Advertising / Public Relations Agencies	Agency details	Manage IPO advertisements, statutory announcements and investor communication during the public issue.
Monitoring Agency (where applicable)	Agency details and scope of monitoring	Monitors the utilisation of IPO proceeds. Appointment is mandatory where fresh issue proceeds exceed ₹50 crore (threshold reduced from ₹100 crore by the March 2025 ICDR amendments). Below ₹50 crore, the statutory auditor performs this certification role quarterly.