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Fundamental Analysis

Somebody else’s prospectus: mining a competitor’s DRHP

A rival filing to list must disclose its industry, its cost structure and its own comparison against you. None of it is written for your benefit, which is what makes it useful.

Fundamental AnalysisAdvanced13 min read
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You have followed a listed speciality chemicals company for three years and have never found a reliable figure for the size of its main end-market or for how its plant costs compare with anyone else’s. Then an unlisted competitor files a draft offer document to list. It runs to five hundred pages. Roughly eighty of them are an independent industry chapter on precisely that end-market, another section sets out the competitor’s own capacity and cost per tonne, and a table near the front compares it, by name, against the company you own. The document is free, it is on SEBI’s website, and it was written for somebody else entirely.

Think of it like this
The neighbour’s building plan

You have wondered for years how deep the water table is under your plot and what the soil will bear. Then the neighbour applies for permission to build, and the application — which is a public document — carries a soil test, a survey and a drainage assessment for land ten metres from yours. It was commissioned for their building. It describes your ground.

In the market

A competitor’s offer document is that application. The industry chapter, the capacity data and the competitive positioning were paid for to sell somebody else’s shares. They describe a market your company operates in, and there is nothing improper about reading them.

Why an offer document contains more than an annual report ever will

A listed company discloses what the listing regulations require, and its incentive is to disclose that and no more. An issuer coming to market is in a different position entirely: it must persuade investors, it must satisfy SEBI’s observations, and its merchant bankers carry liability for what the document says. The result is a level of detail about operations, costs and market structure that no company volunteers once it is already listed.

SectionWhat is in itWhat it tells you about the company you already own
Industry overviewA commissioned report from an independent research agency: market size, growth, segment split, import dependence, regulatory direction, capacity additions expectedThe denominator for market share, and an outside view of the growth rate your company keeps citing
Our businessPlants, installed capacity, utilisation, customer concentration, contract structures, raw material sourcingA comparable operating benchmark from a company that had to describe itself in detail
Restated financial informationFinancial statements for the prescribed period, restated onto a consistent basis and reported on by the auditorsMargin and working-capital comparison against a rival, on a basis built for comparability
Basis for the issue priceThe issuer’s key performance indicators, and a comparison table against listed industry peers with their ratiosYour company, named, with its ratios, as a competitor chose to present them
Risk factorsEvery material risk, ranked, including ones specific to the industry rather than to the issuerA catalogue of what can go wrong in this business, written by people who cannot afford to leave anything out
Legal proceedings and statutory approvalsLitigation, tax disputes, and the licences the business must hold to operateThe regulatory surface area of the industry — how many approvals, from whom, and how often they are contested

Reading the industry chapter without being sold to

The industry report is commissioned and paid for by the issuer, and the agency knows what it was commissioned for. This does not make it dishonest — these are reputable firms writing under their own name — but it does shape emphasis. The discipline is to separate what the chapter counts from what it concludes.

  • Take the historical data, treat the forecasts as advocacy. Installed capacity in the country last year is a count. The compound growth rate projected for the next five years is an estimate produced in a document whose purpose is to sell shares.
  • Check the definition of the market before you use the size. An issuer benefits from a definition narrow enough to make it look large. Read the boundary the report drew, and redraw it for your own purposes if it does not match the business you are analysing.
  • Look for the cost curve. Industry chapters in commodity and process industries often carry a cost-per-unit comparison across producers or regions. That single exhibit can be worth more than the rest of the document.
  • Note the capacity being added. The report generally lists announced expansions across the industry. Supply arriving in three years is the most reliably knowable thing about a cyclical business, and it is rarely assembled anywhere else.
  • Read who wrote it and when. A report dated eighteen months before the filing describes a market that may have turned. The date is on the first page of the chapter.
Worked example
What a rival’s filing settled in one evening
An illustrative process-industry company you already hold, and a competitor’s draft offer document
Question you could not answerThe annual report gives total costs, never per unit by plantIs your company’s cost per tonne good or ordinary?
Industry chapter exhibitCommissioned data, historical rather than forecastCost per tonne by production route, nationally
Competitor’s own disclosureRequired detail in the business sectionIts capacity, utilisation and cost per tonne
Your company’s implied figureApproximate, but now comparable to a real benchmarkDerived from its volume disclosure and cost lines
Peer comparison tableSelected and presented by the competitorYour company listed, with its multiples
Announced industry capacity additionsThe supply arriving into the same end-marketListed by company and expected year
What changed in your viewThe same figures, now with a denominator and a benchmarkNot the company — the context
Nothing about the business you own changed that evening. What changed is that three numbers you had been carrying without any reference point acquired one. That is the ordinary outcome of this exercise and it is worth the time: most bad fundamental judgements are not arithmetic errors, they are figures held without a comparison.
Check yourself

A competitor’s DRHP carries an industry report projecting 18% annual growth for the segment, and a table showing national installed capacity by year for the past decade. Which is more useful to you, and why?

Simple bhasha mein
Padosi ka naksha

Saalon se soch rahe the ki apne plot ke neeche zameen kaisi hai. Phir padosi ne building permission ke liye apply kiya, aur us public file mein soil test aur survey laga hua hai — dus meter door ki zameen ka. Competitor ka DRHP wahi file hai: industry chapter, uski cost per tonne, aur saamne wale table mein aapki hi company ka naam aur ratio. Ginti wala hissa rakh lo, aage ka anumaan chhod do.

What to remember
  • An issuer must disclose operating detail that a listed company never volunteers.
  • The commissioned industry chapter is the denominator you lack for market share and growth.
  • The peer comparison table shows who a competitor thinks it is comparable to, under liability.
  • Take historical counts from the industry report and treat its forecasts as advocacy.
  • Documents from withdrawn and completed issues stay available, and almost nobody reads them.

Common questions

Short, direct answers to what people ask about this topic.

where can I download a company’s drhp for free
Draft offer documents are hosted free on the SEBI website under filings for public issues, on the NSE and BSE websites, and on the sites of the merchant bankers running the issue. No subscription or login is needed for any of them. They also stay available after the issue closes and even after it is withdrawn, so the industry chapters of abandoned IPOs remain readable long afterwards.
what is restated financial information in an offer document
Restated financial information is the issuer’s financial statements for the period prescribed by SEBI’s issue regulations, recast onto a single consistent accounting basis and reported on by the auditors. The purpose is comparability — adjustments, regroupings and changes in accounting policy are pushed back across every year presented so the trend is read on one basis. For someone analysing a listed company, it is usually the cleanest margin and working-capital comparison against an unlisted rival they will find anywhere.
the part of an offer document that compares the issuer with listed peers is
The basis for the issue price section, which sets out the issuer’s key performance indicators alongside a comparison table of listed industry peers and their ratios. It is often the most valuable single page in the document, because the issuer chooses those peers and those ratios in a document its merchant bankers carry liability for. Which companies it decided to stand beside — and which obvious ones it left out — is a competitor’s own published judgement about the competitive set.
is the industry report in a drhp reliable
The industry chapter is commissioned and paid for by the issuer, so separate what it counts from what it concludes. Historical series — installed capacity in the country, production by year, announced capacity additions by company — are measurements that can be checked elsewhere and are hard to shade. A five-year forward growth projection is an opinion with a number attached, produced inside a document whose purpose is to sell shares. Check the date on the first page of the chapter too, since a report prepared many months before the filing may describe a market that has since turned.
why does an ipo prospectus list so many risk factors
Because the issuer and its merchant bankers carry liability for the document, and an omitted risk is a legal exposure, so the section is written to leave nothing out rather than to read well. That is exactly what makes it useful to someone analysing a rival: it is a ranked catalogue of what can go wrong in that business, compiled by people who could not afford to be selective. Read it for the industry-level risks rather than the issuer-specific ones, since those are the risks that also apply to the company you already follow.