Material Contracts and Documents for Inspection: The RHP Section Most Investors Skip

Open any red herring prospectus and flip to the last few pages. Just before the declarations and signatures, there is a short, dry list titled material contracts and documents for inspection. Most retail investors never get that far. We think that is a mistake, because this list is the closest thing an IPO document has to an index of the paperwork behind every big claim made in the hundreds of pages before it.

This piece explains what SEBI actually requires in that section, what usually shows up in it, and how you can use it as a checklist when you read an offer document. It is an explainer, not a review of any particular issue.

What “material contracts and documents for inspection” means

SEBI’s Issue of Capital and Disclosure Requirements (ICDR) Regulations, 2018 lay down what an offer document must contain. Schedule VI, Part A covers disclosures in an offer document, and under its “Other Information” item it asks for three things in one place:

• a list of material contracts,
• a list of material documents, and
• the time and place at which these contracts and documents will be available for inspection, from the date of the offer document until the date the subscription list closes.

A 2023 amendment added a proviso: the material contracts and material documents must also be made available for inspection through online means. So you no longer have to physically walk into the registered office to see them. In practice, issuers now say in the RHP where the documents can be viewed online during the bid period.

The same item of the schedule also lists IPO grading reports, for each grade obtained, among the things to be disclosed. Grading is optional, since Regulation 39 says an issuer may obtain one from credit rating agencies, so many RHPs simply won’t have a report. If a company did get graded, though, this is where the report should be referenced. We covered how that works in our piece on IPO grading.

Why the list exists at all

An RHP is a summary. A long one, yes, but still a summary. When the document says the company has a shareholders’ agreement with a private equity investor, or that a director is paid under a service contract, you are reading the company’s description of that contract, not the contract itself.

The inspection list is how the regulator closes that gap. Each big statement in the RHP that rests on a contract or a certificate is supposed to have the underlying paper sitting on this list. The cover pages of an RHP make the link explicit too. In the abridged prospectus of Sonaselection India Limited, for example, the company says a signed copy of the RHP has been filed with the Registrar of Companies under Sections 26(4) and 32 of the Companies Act, 2013, and points readers to “Material Contracts and Documents for Inspection” on page 597 for documents available from the date of the RHP until the bid/issue closing date (Sonaselection abridged prospectus, SEBI).

The ICDR schedule also asks every offer document to name the Registrar of Companies office where a copy of the offer document, with the material contracts and documents attached, has been filed. So the list is not just a courtesy. It is part of the legal filing.

The RHP tells you what the company says about its contracts. The inspection list tells you which contracts the company was required to put on the table.

What SEBI specifically pushes into this list

Here is the useful bit. Scattered across Schedule VI, the ICDR Regulations name particular items that must end up in the material contracts or material documents list. Reading the regulation, these stand out:

Shareholders’ agreements and other key agreements

The schedule requires disclosure of shareholders’ agreements and other agreements, including those with strategic partners, joint venture partners or financial partners, entered into outside the ordinary course of business. It then says all such shareholders’ agreements and other agreements must be included in the list of material contracts. If a pre-IPO investor has special rights such as board seats or veto rights, the agreement giving them those rights belongs here. Our explainer on pre-IPO shareholding patterns shows why those rights matter after listing.

Directors’ compensation contracts

Under the management disclosures, if any part of a director’s pay comes from a bonus or profit-sharing plan, the RHP must describe the plan. The regulation then says all such contracts go into the list of material contracts. That is your route to the actual terms behind the remuneration table.

KPI certificates

Key performance indicators in an offer document have to be certified by a statutory auditor or a peer-reviewed chartered or cost accountant, and the ICDR text says the certificate issued for the KPIs must be included in the list of material documents for inspection. If you are leaning on a company’s KPIs to justify its valuation, this is the certificate that stands behind them. More on that in our KPI disclosure in IPOs guide.

Related-party transactions in the use of proceeds

Where issue proceeds or project costs involve existing or anticipated transactions with promoters, the promoter group, directors, key managerial personnel, senior management or group companies, the schedule requires those details to be disclosed, and the relevant documents must be included in the list of material documents for inspection. For an investor, that is the single most useful line on the list. Money from your bid going to a promoter-linked entity deserves a closer look.

What a typical list looks like

The regulation sets the minimum, and issuers usually split the section into two parts, contracts and documents. The exact contents vary by company, so treat the following as a general pattern rather than a rule. The contracts side tends to carry the agreements tied to the offer itself, such as those with the book running lead managers, the registrar, the syndicate members and the banks handling the issue account, plus any shareholders’ agreements and material business agreements. The documents side usually carries the company’s charter documents, board and shareholder resolutions approving the issue, auditor reports and certificates, consents of experts, and the regulatory approvals and in-principle listing approvals.

Rights issues follow a similar idea. Part B of Schedule VI, which covers letters of offer, asks for the material contracts and the time and place of inspection, says this should include copies of the issuer’s annual reports for the last three years, and requires online access as well.

A worked example: turning the list into a checklist

Let’s walk through how we would use the section. The company below is hypothetical and every detail is made up for illustration. Call it ABC Components Ltd.

Suppose ABC’s RHP makes four claims that matter to the investment case:

1. A private equity fund holds a stake and has the right to nominate one director until listing.
2. The managing director gets a performance bonus linked to profit.
3. The company reports a “repeat customer revenue share” KPI that looks very strong next to listed peers.
4. Part of the fresh issue will be used to buy a warehouse from a company owned by a promoter’s relative.

Now we go to the material contracts and documents list and tick off each claim:

Two outcomes are possible. If every claim has a matching contract or certificate in the list, good. The paper trail exists, and you can read the originals online during the bid period. If something is missing, say the RHP talks about a shareholders’ agreement but you can’t find it in the list, that is worth a question. It may just be a drafting gap, or the agreement may have been terminated and replaced. Either way, you have learned something the glossy front pages never told you.

A missing document is not proof of wrongdoing. It is a reason to slow down before you bid.

How retail investors can actually use it

Let’s be honest. Very few people will read a full shareholders’ agreement before a short IPO bid window shuts. You don’t need to. A few habits get most of the value:

• Read the list itself. It is usually only a few pages. Skim the titles. Any agreement you did not expect, a large loan, a long supply contract, a settlement, tells you where to look in the main RHP.
• Match the headline claims. Pick the two or three claims the bull case depends on and check that the supporting document is listed, as in the example above.
• Watch the related-party lines. Anything involving promoters and issue proceeds is worth opening.
• Note the inspection window. Access runs from the date of the offer document until the subscription list closes. In the Sonaselection case, the abridged prospectus shows an RHP dated September 7, 2026 and a bid/issue period from September 17 to September 21, 2026, so that was the window for anyone who wanted to look.

If you are new to offer documents, it helps to know the structure first. Our explainers on the red herring prospectus and the abridged prospectus cover the sections that come before this one, and our IPO investing guide puts it all together.

Where the list falls short

A few caveats. The list tells you which documents exist, not whether the terms are fair. Reading a contract also takes time and some legal comfort, and documents can run long. And the inspection right is time-bound: once the subscription list closes, the specific window SEBI describes ends, although filings with the Registrar of Companies remain part of the public record.

Still, for a section that takes five minutes to skim, it does a lot of work. It is the one place in the RHP where the company has to show you its receipts.

Quick recap

• SEBI’s ICDR Regulations require a list of material contracts, material documents, and the time and place of inspection in every offer document.
• Inspection runs from the date of the offer document until the subscription list closes, and must also be available online.
• Shareholders’ agreements, profit-linked director contracts, KPI certificates and documents on related-party use of proceeds are specifically pushed into this list.
• Use it as a checklist against the RHP’s biggest claims.

Disclaimer: This article is for education only and is not investment advice or a recommendation to apply for any IPO. The company in the worked example is hypothetical. Please read the offer document and consult a SEBI-registered adviser before investing.