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ARTICLE · 21 OCTOBER 2026

One Fact, Many Chapters: The Horizontal Diligence Problem In A DRHP

Corporate Professionals - Advisors & Advocates
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An offer document must present a true, adequate and coherent account of the issuer, not conflicting versions of the same facts across its chapters.

IndiaCorporate/Commercial Law

An offer document must present a true, adequate and coherent account of the issuer, not conflicting versions of the same facts across its chapters.

Consider an issuer whose ten largest customers contributed 42% of its revenue from operations in FY 2026. In Our Business Section, the figure describes customer concentration. In the Risk Factors Section, it may indicate dependence on major customers, while in Management's Discussion and Analysis (“MD&A”)Section, changes in concentration across periods may help explain movements in revenue. If customer concentration is disclosed as a key performance indicator (“KPI”), it may also appear in the Basis for Issue Price Section. Different sections of the DRHP, as indicated above, may use common information for different purposes, but underlying facts should remain consistent wherever they are disclosed, and if the context requires otherwise, the same must be made clear to the readers.

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