Filing and Approval Timeline
The Filing and Approval Timeline section explains the sequence of regulatory events that take place from the company's decision to launch an Initial Public Offering (IPO) until its shares are listed on the stock exchange. It provides investors with a clear understanding of the various filing stages, regulatory reviews, approvals, public issue schedule, and post-issue activities involved in bringing the IPO to the market.
This section is included to help the issuer company present the expected timeline for obtaining regulatory approvals, addressing observations from the stock exchange (for SME IPOs, the DRHP is filed with and reviewed by NSE Emerge or BSE SME, not directly by SEBI — SEBI's ICDR Regulations provide the governing framework, but the exchange issues the in-principle approval), opening the issue for subscription, completing allotment, and commencing trading. It demonstrates that the IPO follows a structured process governed by regulatory requirements and predetermined timelines.
It is prepared by the issuer company in consultation with the Book Running Lead Manager (BRLM), legal advisors, Registrar to the Issue, Company Secretary, auditors, and other intermediaries, and follows the provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the Companies Act, 2013, and the applicable rules of SEBI, NSE, BSE, RoC, NSDL, and CDSL.
The issuer company is required to disclose the important milestones of the IPO process, including regulatory filings, approvals, issue opening and closing dates, allotment, refunds or ASBA unblocking, demat credit, and listing. Although certain dates may be tentative at the DRHP stage, the company must update the final schedule in the Red Herring Prospectus (RHP) and the Prospectus before the issue opens.
These disclosures help investors understand the IPO process chronologically, monitor important deadlines, and track the progress of the public issue from regulatory filing to stock exchange listing.
New Filing Checkpoints:The following steps are now mandatory in the SME DRHP filing timeline: (1) Within 2 working days of filing the DRHP with the stock exchange, the issuer must publish a newspaper notice announcing the filing, including a QR code linking to the DRHP. (2) The DRHP must remain open for public comments for a minimum of 21 days from the date of this announcement. (3) The combined pre-issue and price band advertisement must be published after the Red Herring Prospectus is filed and at least 2 working days before the issue opens. (4) SME-listed companies may raise further capital without migrating to the main board, provided they comply with SEBI LODR requirements applicable to main-board companies. Where the issuer's post-issue paid-up capital is likely to exceed ₹25 crore, the issue may proceed only subject to applicable main-board compliances (including corporate governance and disclosure norms), as prescribed under the March 2025 ICDR framework.
Material Contracts and Documents for Inspection (Other Info in DRHP)
The Material Contracts and Documents for Inspection section provides details of the significant agreements, legal documents, approvals, and corporate records that are considered material to the issuer company and the proposed public issue. It also specifies the documents that are made available for inspection by investors, regulators, and other stakeholders during the IPO process. This section promotes transparency by allowing interested parties to verify the information disclosed in the offer document through supporting records.
This section is included in the DRHP to ensure that the issuer company discloses all material contracts and important documents that may influence an investor's decision. It enables the company to demonstrate that its business operations, financial disclosures, corporate actions, and the IPO process are supported by legally valid agreements and statutory records, while also complying with SEBI's disclosure requirements.
It is prepared by the issuer company in consultation with the Book Running Lead Manager (BRLM), legal advisors, Company Secretary, statutory auditors, and other professional advisors, and is disclosed in accordance with the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the Companies Act, 2013, and other applicable laws. It generally forms part of the "Other Information" section of the DRHP.
In this section, the issuer company is required to disclose the list of material contracts and documents available for inspection, which typically includes the Memorandum and Articles of Association, Board and shareholders' resolutions, material business agreements, underwriting and registrar agreements, auditors' reports, legal opinions, government approvals, licences, intellectual property documents, financing agreements, property documents, material litigation records, regulatory filings, and other documents supporting the disclosures made in the DRHP. The company must also specify the place, mode, and period during which these documents are available for inspection.
These disclosures enable investors to independently review key legal and corporate documents, verify important disclosures made in the DRHP, and gain greater confidence in the authenticity, transparency, and regulatory compliance of the issuer company and the proposed public issue.
Declaration (By Promoter/Selling Shareholder)
The Declaration (By Promoter/Selling Shareholder) section in the Draft Red Herring Prospectus (DRHP) contains a formal declaration made by the promoters and, where applicable, the selling shareholders, confirming the accuracy, completeness, and authenticity of the information provided in the offer document. Through this declaration, they affirm that all material facts relating to the issuer company and the proposed public issue have been truthfully disclosed and that no information has been concealed or omitted that could mislead investors or affect their investment decisions.
This section is included in the DRHP to establish accountability and reinforce the credibility of the disclosures made in the offer document. It demonstrates that the promoters and selling shareholders accept responsibility for the information relating to their shareholding, ownership, transactions, and other material disclosures, while confirming their compliance with the applicable provisions of securities laws and other statutory requirements.
Material Contracts
Material Contracts are significant legal agreements that have a material impact on the issuer company's business operations, financial position, or the proposed public issue. These agreements are disclosed to ensure transparency and regulatory compliance.
| Material Contract | Definition |
|---|---|
| Underwriting Agreement | An agreement under which the underwriters agree to subscribe to or procure subscribers for the shares offered in the IPO, subject to agreed terms and conditions. |
| Book Running Lead Manager (BRLM) Agreement | Defines the appointment, responsibilities, and obligations of the Book Running Lead Manager in managing and coordinating the IPO process. |
| Registrar to the Issue Agreement | Sets out the Registrar's duties relating to application processing, allotment, refunds, and investor services during the IPO. |
| Syndicate Member Agreement | Governs the role of syndicate members responsible for collecting bids and facilitating investor applications. |
| Bankers to the Issue Agreement | Specifies the banking arrangements for handling IPO funds, collections, and settlements. |
| Escrow Agreement | Establishes the escrow mechanism for securely managing issue-related funds until allotment and settlement are completed. |
| Sponsor Bank Agreement | Defines the responsibilities of the sponsor bank for processing UPI mandates and payment authorisations in ASBA-based IPOs. |
| Market Making Agreement (SME IPOs) | Provides for the appointment of a market maker to maintain liquidity in SME-listed shares after listing. |
| Monitoring Agency Agreement | Appoints an independent agency to monitor the utilisation of IPO proceeds where required under SEBI regulations. |
| Shareholders' Agreement | Governs the rights, obligations, and relationships among shareholders, including voting rights and transfer restrictions. |
| Joint Venture Agreement | Sets out the terms governing a business venture jointly undertaken with another entity. |
| Collaboration Agreement | Defines commercial or technical collaboration arrangements with business partners or strategic associates. |
| Technology / IP Licence Agreement | Grants or receives rights to use patents, trademarks, software, or other intellectual property. |
| Material Customer Agreements | Significant contracts with major customers that contribute substantially to the company's revenue. |
| Material Supplier Agreements | Agreements with key suppliers essential for maintaining business operations and production. |
| Loan and Financing Agreements | Documents governing borrowings, repayment obligations, security, and financing arrangements. |
| Lease Agreements | Contracts relating to leased offices, factories, warehouses, or other important business properties. |
| Insurance Agreements | Policies providing insurance coverage for the company's assets, operations, liabilities, and employees. |
| Business Transfer / Acquisition Agreements | Agreements relating to mergers, acquisitions, divestments, or transfer of business undertakings. |
| Settlement Agreements | Legal agreements resolving disputes, claims, or litigation involving the company. |
Material Documents for Inspection
Material Documents for Inspection are statutory, legal, financial, and corporate records made available for inspection to support the disclosures contained in the DRHP.
A. Constitutional Documents
| Document | Definition |
|---|---|
| Certificate of Incorporation | Official certificate issued by the Registrar of Companies confirming the company's legal incorporation. |
| Certificate of Change of Name | Records any approved change in the company's name since incorporation. |
| Memorandum of Association (MoA) | Defines the company's objectives, authorised activities, and scope of operations. |
| Articles of Association (AoA) | Contains the internal rules governing the company's management and administration. |
B. Corporate Approval Documents
| Document | Definition |
|---|---|
| Board Resolutions | Resolutions passed by the Board approving the IPO and related corporate actions. |
| Shareholders' Resolutions | Approvals obtained from shareholders wherever required under the Companies Act. |
| Committee Resolutions | Decisions passed by Board committees relating to the public issue or governance matters. |
C. Financial Documents
| Document | Definition |
|---|---|
| Restated Financial Statements | Audited financial statements restated in accordance with SEBI disclosure requirements. |
| Statutory Auditors' Reports | Independent audit reports certifying the company's financial statements. |
| Auditor's Consent Letter | Written consent permitting inclusion of the auditor's reports in the DRHP. |
| Tax Reports | Reports relating to the company's tax position and statutory tax compliance. |
| Internal Audit Reports | Reports evaluating the company's internal controls and operational processes, where applicable. |
D. Regulatory Documents
| Document | Definition |
|---|---|
| Observation Letter | For SME IPOs, this is the in-principle approval or observation letter issued by the stock exchange (NSE Emerge or BSE SME), not by SEBI. SEBI does not directly review or approve SME DRHPs; the exchange does so under the SEBI ICDR framework. This is a common point of confusion in offer documents and should be stated accurately. |
| Stock Exchange In-Principle Approval | Approval granted by the stock exchange permitting the proposed listing of shares. |
| RoC Filings | Statutory filings made with the Registrar of Companies under the Companies Act. |
| Government Licences & Approvals | Regulatory licences, registrations, permits, and approvals required for business operations. |
E. Legal Documents
| Document | Definition |
|---|---|
| Legal Due Diligence Report | Report summarising the legal review conducted on the company's affairs before the IPO. |
| Legal Opinions | Professional legal opinions regarding significant legal matters affecting the company. |
| Material Litigation Documents | Court records and legal documents relating to material pending or concluded litigation. |
| Trademark Certificates | Registration certificates evidencing ownership of trademarks. |
| Patent Certificates | Documents confirming ownership of registered patents and intellectual property rights. |
F. Business Documents
| Document | Definition |
|---|---|
| Material Business Agreements | Major commercial contracts that significantly influence the company's operations. |
| Customer Contracts | Agreements with important customers contributing materially to business revenue. |
| Supplier Agreements | Contracts with key suppliers for procurement of goods or services. |
| Loan Agreements | Documents governing the company's borrowings and financing obligations. |
| Property Title Documents | Legal documents evidencing ownership of immovable properties. |
| Lease Deeds | Agreements governing leased premises used for business operations. |
| Insurance Policies | Documents providing insurance protection against operational and financial risks. |
G. IPO-Related Documents
| Document | Definition |
|---|---|
| Due Diligence Certificate | Certificate submitted by the BRLM confirming completion of due diligence as required by SEBI. |
| Registrar Agreement | Agreement appointing the Registrar to manage IPO applications and allotment. |
| Underwriting Agreement | Agreement governing underwriting commitments relating to the public issue. |
| Escrow Agreement | Agreement establishing the escrow arrangement for issue proceeds. |
| Market Making Agreement (SME IPOs) | Agreement appointing a market maker to provide liquidity after listing. |
| Experts' Consent Letters | Written consents from auditors, legal advisors, and other experts permitting use of their reports in the DRHP. |
It is prepared by the promoters and, where applicable, the selling shareholders, in consultation with the issuer company, Book Running Lead Manager (BRLM), legal advisors, Company Secretary, and other professional advisors, and is included in accordance with the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the Companies Act, 2013, and other applicable laws. It generally appears towards the end of the DRHP, under the "Declarations" section.
In this section, the promoters and selling shareholders are required to declare that the information relating to them is true, complete, and not misleading; that all material facts have been disclosed; that there are no undisclosed agreements or circumstances that may materially affect the public issue; and that they have complied with all applicable legal and regulatory requirements. Where shares are being offered through an Offer for Sale (OFS), the selling shareholders also confirm their legal ownership of the shares being offered and their authority to transfer those shares.
These declarations provide investors with additional assurance regarding the authenticity of the disclosures made by the promoters and selling shareholders, strengthen transparency and accountability in the IPO process, and support informed investment decisions by confirming that the information presented in the DRHP is complete and reliable.