Confidential · Prepared for SpotDraft leadership · Not for circulation By Tanvi Prabhu · October 2026

The DRHP WorkspaceA new product line for SpotDraft

Why is every DRHP still built by hand?

Every Indian IPO starts with a Draft Red Herring Prospectus: a 500-page book, 10+ parties, months of email. SpotDraft already has most of the pieces to become the one place every Indian IPO gets built.

I
The problem

A 500-page book, rebuilt by hand, eight times over

Every line in a DRHP is a fact, and every fact is checked against a document behind it.

2.5+ monthsjust to produce the first cut
6–8 roundsof comments on each draft, so the book reaches v7 or v8
10+ partieson the email chain
4–7 monthsfrom kick-off to filing

From practice; varies by deal.

Build this, and the aim is a third of that time, even a quarter. In the markets, time is money.

Picture it: lawyers, bankers and auditors across a dozen organisations, deep in reply-all threads, chasing the same confirmation for the third time, while someone pastes yet another set of comments into version 8.

And despite every round of QC, human errors slip through that no reviewer catches.

Fig. 1 · Inside the book, today
On the email chain
Requisitionswhat the company must produce
Requisition list→Company replies by email→Gaps found
Round after roundRound 6
Certificates packSEBI ICDR confirmations
Sent to promoters, directors, KMPs, selling shareholders→Chased by email→Typed into the book
Every confirmation, by handRound 6
Drafts and commentsevery turn of the book
Draft emailed to 10+ parties→Comments come back separately→Merged into "the book" in MS Word, by hand
Every turnv8
Auditorsvouch for every number
Every figure circled up→Ticked against the books→Corrections→Re-checked on the next draft
Every draft, every numberDraft 8
SEBI observationsafter filing
Observations arrive→Questions answered→Changes made→DRHP→RHP→Prospectus
Incremental changes, the same loops again
Kick-offData room opens~2.5 monthsFirst cut4–7 monthsDRHP filed ThenSEBI observationsLaterRHPIssueProspectus
II
The market

290 IPOs in ten months. Each began as raw data and became a DRHP through months of painful diligence.

290 IPOs104 mainboard · 186 SMEJanuary to October 2026Plus 5 InvIT/REIT listings, ₹16,585 Cr.
₹1.69 lakh Crraised by those IPOsAnd that's before QIPs and rights issues. With them: ₹2.40 lakh Cr.
≈ ₹160 Crin legal fees on mainboard IPOs alone, at 0.1% of the amount raisedSME IPOs, QIPs and rights issues not counted.
372 IPOs104 mainboard · 268 SMEin 2025, raising ₹1.88 lakh Cr
Fig. 2 · Equity raised through Indian markets, 2026₹ lakh crore
Total equity raised₹2.40 lakh Cr

IPOs: January to October 2026. QIPs and rights issues: January to September 2026. Not counted here: debt listings (NCDs and corporate bonds), which run on more standardised documents.

Fig. 3 · A seat at the table

Every seat does its own work in the book, so every seat is a customer, not only the law firm.

III
What SpotDraft brings

Most of the pieces are already built

Fig. 4 · The DRHP job, and the SpotDraft product that does itIn the order of a deal

Around it all: per-contract encryption, India data residency and privacy-first, on-device AI.

Dashed pieces are new: what SpotDraft and I build together.

Product names and descriptions from SpotDraft's website; to confirm with your team.

Fig. 5 · IPO mandates by law firm, FY 2024-25April 2024 – March 2025

Issuer and banker mandates combined.

Be first. The platform India's top IPO firms standardise on becomes the default for every party at the table, and grows with Indian capital markets.

Five firms handled 56% of all IPO mandates in FY 2024-25. Win four or five of them and SpotDraft is on about half of India's IPOs.

Capital markets work is paid in milestones, not billed by the hour: "a lumpsum model with well identified milestones", as Yash Ashar of Cyril Amarchand Mangaldas puts it. So every hour saved is the firm's margin, and SpotDraft's fee isn't at the mercy of hours billed.

IN → US · UK · SGIndia first. Then the US, UK and Singapore.

IV

The Catalyst

I bring

Tanvi Prabhu

Capital markets lawyer, ex-SAM

I have sat inside the whole DRHP process. I know where the deal traffic jams up, where every speed bump is and, more importantly, where the potholes are.

  • Relationships with the law firms that run India's IPOs
  • A product vision, section by section, from someone who has drafted them
  • A reviewing partner's eye for what gets signed off
SpotDraft brings
The pieces, already built and in customers' handsSecurity and enterprise trustEngineering and AI at scale

Combined

DRAFT RED HERRING PROSPECTUS
Please read Section 32 of the Companies Act, 2013
100% Book Built Offer
JIO PLATFORMS
LIMITED
POWERED BY SPOTDRAFT

Illustration only.

Looking forward to our next brainstorming session, where we can work through this together, in more detail.

Tanvi Prabhu