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DRHP vs S-1: Indian and US IPO documents compared

By Yield Bridge Capital · Updated

India and the US reach the same end, a priced public offering, by different routes. The documents differ in who reviews them, what must be disclosed and how the price is set. Knowing the differences tells you which checks transfer and which do not.

India: DRHP and RHPUnited States: S-1 and 424B
RegulatorSEBI, under the ICDR RegulationsSEC, under the Securities Act of 1933
First filingDRHP, public, open for comment (confidential pre-filing is also available)Often a confidential DRS, then a public S-1 at least 15 days before the roadshow
PricePrice band announced before the issue opens; final price after book buildingPrice range in an S-1/A; final price set by the company and underwriters after the roadshow
Money to the company vs sellersFresh issue vs offer for sale (OFS)Shares offered by the company vs by selling stockholders
Retail accessReserved retail and non-institutional portions, applied through ASBA and UPINo statutory retail portion; allocation by underwriters, sometimes a directed share program
Peer valuation"Basis for Offer Price" lists listed peers and their ratiosNo peer table in the filing
What insiders paidWeighted average cost of acquisition (WACA) disclosedVisible through the dilution section and stock issuances in Part II
AccountingRestated Ind AS financials, usually three years plus a stub periodUS GAAP (or IFRS for foreign issuers), two or three years; non-GAAP measures with reconciliations
VotingSuperior voting rights allowed only in narrow casesDual-class shares are common, often with founder control
Lock-upMinimum promoter contribution locked for 18 months (three years where proceeds fund capital expenditure); other pre-IPO holders 6 monthsUsually 180 days by contract with the underwriters
ListingT+3 after the issue closes on NSE and BSETrading the day after pricing on NYSE or Nasdaq

Checks that transfer

Checks that change

DRHP Lens runs the same report order on both: offer, business, control, financials, valuation, risks, scorecard and view. Read how to read a DRHP and how to read an S-1.

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Upload an S-1, F-1 or 424B (PDF, or the HTML file saved from SEC EDGAR), or a UK, EU, Hong Kong, Singapore or Australian prospectus. DRHP Lens reads the offer terms, summary financials, voting control, dilution and red flags, and cites every figure to its page. The file is read in your browser.

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Frequently asked questions

What is the US equivalent of a DRHP?

The S-1 registration statement (F-1 for foreign private issuers). Like a DRHP it is reviewed by the regulator before the offer; unlike a DRHP, the first draft is often submitted confidentially.

What is the US equivalent of an offer for sale?

Shares sold by selling stockholders. The company receives no proceeds from them.

Do US IPOs have a price band like Indian IPOs?

They have a price range in an amended S-1, but the final price can be set above or below it after the roadshow.

General education about how offer documents are structured in different markets. Rules change; read the current offer document and the regulator's rules it refers to. Not investment advice, and not a solicitation to buy any security in any jurisdiction.