Confidential pre-filing of a DRHP: meaning, how it works in India

A DRHP, or draft red herring prospectus, is the draft IPO document a company files with the Securities and Exchange Board of India (SEBI). In the normal route, the draft goes on SEBI's website the day it is filed, so everyone can read the numbers, the risks and the lawsuits. In the confidential route, the company files a pre-filed draft that stays private while SEBI reviews it.

The idea is to let a company test its papers with the regulator, and judge market interest, before the whole world reads them. The route is optional, sits in Chapter IIA of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, and was brought in by an amendment in 2022, as of November 2026.

According to law-firm and compliance summaries, the route runs in a fixed order. The company's lead manager, usually an investment bank, submits the pre-filed draft to SEBI and the stock exchanges. Within two working days, the company must publish a short announcement in newspapers saying that it has filed confidentially. The notice does not show any financial figures, and it must say that filing does not mean the company will go ahead with an IPO.

While SEBI reads the draft, the company may hold limited talks with qualified institutional buyers (QIBs), meaning large investors such as mutual funds and insurers. After SEBI issues its observations, the company files the UDRHP-I, an updated draft that reflects SEBI's comments. This is the version that becomes public.

• Pre-filed draft goes to SEBI and the exchanges, but not to the public.
• A short newspaper announcement follows within two working days.
• SEBI reviews the draft and issues observations.
• The company files UDRHP-I, which is public for at least 21 days so people can send comments.
• After considering comments, it files UDRHP-II, then the red herring prospectus (RHP) and the price band follow in the usual way.

UDRHP-I stands for updated draft red herring prospectus, part I. It is the first public draft in the confidential route, so it carries the full business description, risk factors, financial statements and the use of IPO money. For readers, it is the first chance to see the numbers.

Since SEBI has already reviewed the earlier private draft, the UDRHP-I is usually closer to the final document than a normal first-time DRHP. Comments from the public during the 21-day window can change it, which is why a UDRHP-II may follow. StopDown's Zepto and OYO decoded guides read filings of this kind line by line.

The route is open to companies planning an IPO, and it is the company that chooses it. According to a compliance-firm article, PhysicsWallah filed confidentially in March 2025, and Meesho and Groww are among the other startups reported as choosing it. Tata Play is noted in law-firm material as the first company to pre-file, in November 2022.

Since news about confidential filings spreads through reports and company announcements, names on any list can change. The newspaper announcement within two working days is the official trace of a filing, and the stock exchanges also receive the pre-filed draft.

Chapter IIA of the ICDR Regulations governs the route. According to law-firm summaries, the main timelines are these, as of November 2026: the UDRHP-I must be filed within 16 months of SEBI's observation letter, and the company must access the market within 18 months of that letter. Some summaries describe the launch window differently, so read the current regulation text before relying on any single figure.

Selling shareholders face a rule on holding periods. For an offer for sale, shares must usually have been held for a year, and under the route that year is counted up to the UDRHP-I filing date, according to one compliance note. If the offer for sale changes in size by more than 50% after the confidential filing, the draft has to be filed again, according to the same note. Amendments published in March 2025 added the requirement to announce the confidential filing publicly.

Startups have three common reasons. The first is protecting sensitive information: a young company may not want rivals, customers or employees to read its loss figures, customer concentration or legal disputes before it is sure it will list.

The second is flexibility. If markets turn weak, a company that pre-filed can pause without the public embarrassment of a withdrawn public draft. The third is a head start: SEBI can work through its questions while the company talks to institutional investors and tests demand.

Large new-age companies including PhysicsWallah, Meesho and Groww have been reported as using the route in 2025, according to compliance-firm articles. A named list in news can change quickly, so check each company's own announcements.

These figures come from law-firm and compliance summaries of Chapter IIA, as of November 2026. Confirm them against the regulation before acting.

• Public newspaper announcement: within 2 working days of the confidential filing.
• Public window for UDRHP-I comments: at least 21 days.
• File UDRHP-I: within 16 months of the SEBI observation letter.
• Access the market: within 18 months of the observation letter, per most summaries.
• Change in offer-for-sale size needing a refile: more than 50%.

Confidential does not mean secret forever. Once the UDRHP-I is public, readers see everything a normal prospectus would show, and the company has less time to prepare answers for journalists and analysts. A company that is not ready with its numbers can find the public stage more demanding than it expected.

There is also a cost in time. The route adds a step, the UDRHP-I and the public comment window, before the final papers. If SEBI's observations lapse, because the company misses the timelines above, it has to start again with a fresh filing. Lawyers therefore treat the route as a planning tool: it works well for companies that already know they want to list within a year or two.

For investors, the main risk is information. Between the private filing and the UDRHP-I, outsiders know that a filing exists but nothing about its contents. Pre-IPO rounds and secondary sales during that period can be priced on rumours, which is why headlines about a confidential filing should be read with care.

In a normal filing, the DRHP is public at once, and SEBI's observations arrive while everyone is already reading the document. In the confidential route, the private draft comes first, and the public sees the UDRHP-I only after SEBI has reviewed and commented.

The route does not skip disclosure. Every fact that a normal prospectus must carry has to be in the UDRHP-I, and SEBI's approval still has to be obtained. It changes the timing of publicity, not what must eventually be told to investors. It also costs the company a little extra work, since it must publish the UDRHP-I and handle public comments before the final papers.

A headline that says a company has filed confidentially means only that a private draft is with SEBI. It does not mean SEBI has approved anything, and there is no price band, issue size or date yet. Wait for the UDRHP-I, where the real numbers appear.

Also watch for the words "observations received". They mean SEBI has finished its review, and the 16-month and 18-month clocks start from that letter. The guide on SEBI observations on a DRHP explains what that letter does and does not say. This guide is general information, not legal advice, so check with a qualified professional for a specific company.