Aesthetik Engineers Ltd Management Discussions

OF FINANCIAL CONDITION AND RESULTS OF OPERATION

The following discussion is intended to convey managements perspective on our financial condition and results of operations for the period ended December 31, 2023 and financial year ended March 31, 2023, 2022, and 2021. One should read the following discussion and analysis of our financial condition and results of operations in conjunction with our section titled "Financial Statements" and the chapter titled "Financial Information" on page 196 of the Draft Red Herring Prospectus. This discussion contains forward-looking statements and reflects our current views with respect to future events and our financial performance and involves numerous risks and uncertainties, including, but not limited to, those described in the section entitled "Risk Factors" on page 26 of this Draft Red Herring Prospectus. Actual results could differ materially from those contained in any forward-looking statements and for further details regarding forward-looking statements, kindly refer the chapter titled "Forward-Looking Statements" on page 17 of this Draft Red Herring Prospectus. Unless otherwise stated, the financial information of our Company used in this section has been derived from the Restated Financial Information. Our financial year ends on March 31 of each year. Accordingly, unless otherwise stated, all references to a particular financial year are to the 12-month period ended March 31 of that year.

In this section, unless the context otherwise requires, any reference to "we", "us" or "our" refers to Aesthetik Engineers Limited, our Company. Unless otherwise indicated, financial information included herein are based on our "Restated Financial Statements" for Financial Years 2023, 2022 & 2021 included in this Draft Red Herring Prospectus beginning on page 196 of this Draft Red Herring Prospectus.

Business Overview

Our Company is engaged in the business of designing, engineering, fabrication and installation of facade systems. Our portfolio includes building facades, Aluminium Doors and Windows, Railing and Staircase and Glassfibre Reinforced Concrete (GRC). We offer a wide range of products and services to meet the demands of our customers who belong to various industries such as Hospitality, Architecture, and Infrastructure. We execute end to end solution of our offerings i.e, from designing of fa?ade to installation of facade at the site.

Over the years we have executed various projects for the our clients from different industries. We have offered our services to various construction projects including commercial complex, residential building, airports, and Malls in various states such as West Bengal, Maharashtra, Assam, Odisha and Gujarat.

Our Company has a standard operating process for design, fabrication and installation of our products and services, adherence to these standardized protocols ensures consistency, quality control, and efficiency throughout the entire lifecycle of facade development, thereby facilitating the attainment of project objectives and client satisfaction.

Our Companys registered office is situated at Kolkata from where we conduct our business operations smoothly. Further, we have a factory situated at Howrah, Kolkata, which is being used for the fabrication and assembly of our products with emphasis on quality and performance which are resistant against UV rays, rains, dust, noise and other substance.

About the Promoter

Mr. Avinash Agarwal is the Promoter & Managing Director of the Company, who started his journey in the year 2003 with a partnership firm, in the name of "M/s Aesthetik". He has an experience of more than two decades in the facade industry. His experience in the facade industry provides us the competitive edge in the market. He is the guiding force behind the success of the Company, and with his guidance and commitment, our company has been able to grow manifold.

SIGNIFICANT DEVELOPMENTS SUBSEQUENT TO THE LAST FINANCIAL YEAR AND STUB PERIOD

As per mutual discussion between the Board of the Company and BRLM, in the opinion of the Board of the Company there have not arisen any circumstances since the date of the last financial statements as disclosed in the Draft Red Herring Prospectus and which materially and adversely affect or is likely to affect within the next twelve months except as follows:

The Board of Directors of our Company has approved and passed resolution on April 12, 2024 to authorize the Board of Directors to raise the funds by way of Initial Public Offering.

The Shareholders of our company appointed Mr. Avinash Agarwal as Managing Director, in the Annual General Meeting held on February 15, 2024.

The shareholders of our Company appointed Mr. Ullas Pradhan as Independent Director in the ExtraOrdinary General Meeting held on February 15, 2024 and appointed Mr. P Singa Ram as Independent Director in the Extra-ordinary General Meeting on March 13, 2024.

The board of directors in its meeting held on February 02, 2024 appointed Ms. Priyanka Gupta as Company Secretary & Compliance officer and Mr. Jai Kishan Ojha as Chief Financial Officer of the Company.

SIGNIFICANT FACTORS AFFECTING OUR RESULTS OF OPERATIONS

Our business is subjected to various risks and uncertainties, including those discussed in the section titled "Risk

Factor" beginning on page 26 of this Draft Red Herring Prospectus. Our results of operations and financial conditions are affected by numerous factors including the following:

Changes, if any, in the regulations / regulatory framework / economic policies in India and / or in foreign countries, which affect national & international finance.

Companys results of operations and financial performance;

Performance of Companys competitors;

Significant developments in India ‘s economic and fiscal policies;

Failure to adapt to the changing needs of industry and in particular Fa?ade industry, may adversely affect our business and financial condition;

Volatility in the Indian and global capital market;

DISCUSSION ON STANDALONE RESULT OF OPERATION

S. No. Particulars	31-12-2023	% of total income	31-03-2023	% of total income	31-03-2022	% of total income	31-03-2021	% of total income
1 Revenue from operations	472631.19	99.85	400097.64	99.14	257391.17	99.25	135805.27	98.88
2 Other income Total Income (1+2)	694.65 473325.84	0.15 100.00	3484.67 403582.31	0.86 100.00	1945.94 259337.11	0.75 100.00	1538.19 137343.46	1.12 100.00
3 Expenditure
a. Raw material consumption	347988.75	73.52	343021.77	84.99	212405.32	81.90	103306.44	75.22
b. Change in inventories of finished goods, work-in- progress and stock in trade	(8046.48)	(1.70)	(7433.75)	(1.84)	2890.65	1.11	(3709.90)	(2.70)
c. Employee benefit expenses	12790.91	2.70	8391.86	2.08	4768.98	1.84	5693.59	4.15
d. Finance cost	5093.83	1.08	5532.21	1.37	3098.97	1.19	5418.11	3.94
e. Depreciation and Amortisation expenses	2663.90	0.56	3342.57	0.83	3420.90	1.32	3471.89	2.53
f. Other expenses	59153.61	12.50	35659.49	8.84	25829.05	9.96	22769.81	16.58
4 Total expenditure	419444.52	88.62	388514.15	96.27	252413.87	97.33	136949.95	99.71
5 Profit/Loss before exceptional & extraordinary items &tax	53681.32	11.34	15068.16	3.73	6923.24	2.67	393.52	0.29
6 Exceptional and extraordinary items	-	-	-	-	-	-	-	-
7 Profit/Loss before tax	53681.32	11.34	15068.16	3.73	6923.24	2.67	393.52	0.29
8 Tax expense
a. Tax expense for current year	13569.58	2.87	3843.10	0.95	11461.74	4.42	434.49	0.32
b. Short/Excess provision of earlier year
c. Deferred tax	159.03	0.03	(33.65)	(0.01)	(26.05)	(0.01)	(2415.60)	(1.76)
Net current tax expenses	13728.61	2.90	3809.45	0.94	11435.69	4.41	(1981.11)	(1.44)
9 Profit/Loss for the year	39,952.71	8.44	11258.71	2.79	(4512.46)	(1.74)	2374.62	1.73

Items for Restated Financial Statements

Our Significant Accounting Policies

For Significant accounting policies please refer "Significant Accounting Policies", under Chapter titled Restated Financial Statements beginning on page 196 of the Draft Red Herring Prospectus.

Overview of Revenue & Expenditure

The following discussion on results of operations should be read in conjunction with the Restated Financial Statements for the period ending on December 31, 2023, Financial Year 2023, 2022 & 2021.

Our revenue and expenses are reported in the following manner:

Revenues

Revenue from operations

Our Companys revenue is primarily generated from designing, engineering, fabrication and installation of facade systems. Our portfolio includes building facades, Aluminium Doors and Windows, Railing and Staircase and Glassfibre Reinforced Concrete (GRC).

Other Income

Other Income includes interest income from bank deposits, other non-operating income.

Expenditure

Our total expenditure primarily consists of Raw Material Consumptions, Change in inventories, Employee benefit expenses, Finance Costs, Depreciation, and Other Expenses.

Cost of material consumed

The Cost of material consumed includes raw material purchases which includes Aluminum, Steel, cement, concrete etc.

Changes in Stock in Trade

The Changes in Stock in Trade is the change of opening and closing stock of the period.

Employment Benefit Expenses

Our employee benefits expense primarily comprises of Salaries, wages & bonus expenses, Remuneration to directors, Contribution to Provident and Other Fund, Staff welfare expenses etc.

Finance Cost

Finance Cost includes interest on Bank & NBFCs Loans, statutory dues, other Borrowing cost including certain bank charges.

Depreciation and Amortization Expenses

Depreciation and Amortization Expenses on Fixed Assets majorly includes depreciation on Plant & Equipment.

Other Expenses

Other Expenses includes majorly expenses on Project execution, selling & advertisement, legal and professional charges, Job work charges and rent.

FISCAL YEAR ENDED DECEMBER 31, 2023 (BASED ON RESTATED FINANCIAL STATEMENTS)

Total Income

Total Income for the period ended December 31, 2023 is stood at Rs. 473325.84 Thousands.

Revenue from operations

Net revenue from operations for the period ended December 31, 2023 is stood at Rs. 472631.19 Thousands, representing 99.85% of the Total Revenue.

Other Income

Other Income for the period ended December 31, 2023 is stood at Rs. 694.65 Thousands, representing 0.15% of the Total Revenue.

Expenditure

Total Expenses

Total Expenses for the period ended December 31, 2023 is stood at Rs. 419444.52 Thousands, representing 88.62% of Total Revenue.

Cost of Material consumed

Cost of Material Consumed for the period ended December 31, 2023 is stood at Rs. 3,47,988.75 Thousands, representing 73.52% of Total Revenue.

Changes in Inventories of Finished Goods, Work in Progress and Stock in Trade

The Changes in Inventories of Finished Goods, work in Progress and Stock in Trade for the period ended December 31, 2023 is stood at Rs. (8,046.48) Thousands, representing 1.70 of Total Revenue

Employment Benefit Expenses

Employee benefit expenses for the period ended December 31, 2023 is stood at Rs. 12,790.91 Thousands, representing 2.70% of Total Revenue.

Finance Cost

Finance Cost for the period ended December 31, 2023 is stood at Rs. 5,093.83 Thousands, representing 1.08% of Total Revenue.

Depreciation and Amortization Expenses

The Depreciation and Amortization Expenses for the period ended December 31, 2023 is stood at Rs. 2,663.90 Thousands, representing 0.56% of Total Revenue.

Other Expenses

The Other Expenses for the period ended December 31, 2023 Rs. 59153.61Thousands, representing 12.46% of the Total Revenue.

Restated Profit before Tax

The restated profit before tax for the period ended December 31, 2023 is stood at Rs. 53681.32 Thousands, representing 11.34% of Total Revenue.

Restated Profit after Tax

The restated profit after tax for the period ended December 31, 2023 is stood at Rs. 39,952.71 Thousands, representing 8.44% of Total Revenue.

Reason for change in the Revenue from operation and Profit after tax

(Amount in Thousands)

Particulars	For the period December 31, 2023	For the period March 31, 2023
Revenue from Operation	4,72,631.19	4,00,097.64
Change in %	18.13%
Profit after tax	39,952.71	11,258.71
Pat Margin in %	8.45%	2.81%

Reason of increase in revenue is that because our sale of product has been increase by 1829.31% and slightly increase in the sale of services by 5.65%, the same can be shown below:

(Amount in Thousands)

Particulars	For the period December 31, 2023	For the period March 31, 2023
Sale of Products	52,811.00	2,737.30
Sale of Services	4,19,820.19	3,97,360.34
Revenue from Operation	4,72,631.19	4,00,097.64

Reason of Increase in PAT margin is that Profit before tax increased because some expenses are of fixed nature and that do not increase in proportion to increase in revenue. Hence the profit margin increases by increasing profit before tax.

FISCAL YEAR ENDED MARCH 31, 2023 COMPARED WITH THE FISCAL YEAR ENDED MARCH 31, 2022 (BASED ON RESTATED FINANCIAL STATEMENTS)

Revenues

Total Income

Total Income for the Financial Year 2022-23, it stood at Rs. 4,03,582.31 Thousands whereas in Financial Year 2021-22 it stood at Rs. 2,59,337.11 representing a increase of 55.62%.

Revenue from operations

Net revenue from operations For the Financial Year 2022-2023 stood at Rs 4,00,097.64 thousands. Whereas For the Financial Year 2021-22, it stood at 2,57,391.17 thousands representing an increase of 55.44%.

Reason: Theres an increase in "revenue from operation" on account of increase in "sale of services"

Other Income

Other Income for the Financial Year 2022-2023 stood at Rs. 3,484.67 Thousands. Whereas For the Financial Year 2021-22, it stood at Rs. 1,945.94 Thousands representing an increase of 79.07%.

Reason: There is an increase in ‘other income majorly because of reversal of provision for trade receivables and insurance claim received.

Expenditure

Total Expenses

Total Expenses for the Financial Year 2022-2023 stood at Rs. 3,88,514.15 Thousands. Whereas For the Financial Year 2021-22, it stood at Rs. 2,52,413.87 Thousands representing an increase of 53.92%.

Cost of Material consumed

Cost of Material Consumed for the Financial Year 2022-2023, stood at Rs. 3,43,021.77 Thousands. where as in Financial Year 2021-22 it stood at Rs. 2,12,405.32 Thousands representing an increase of 61.49%.

Reason: There is an increase in ‘cost of material consumption due to increases in revenue from operation of the company.

Changes in Inventories of Finished Goods, Work in Progress and Stock in Trade

The Changes in Inventories of Finished Goods, work in Progress and Stock in Trade for the Financial Year 2022-2023, stood at Rs. (7,433.75) Thousands whereas in Financial Year 2021-22 it stood at Rs. 2,890.65 Thousands representing a decrease of 357.17%.

Reason: This decrease was due to increase in the closing stock because our projects has been increased from previous year and in order to complete these project, we need to maintain the large amount of inventory.

Employment Benefit Expenses

Employee benefit expenses For the Financial Year 2022-2023 stood at Rs. 8,391.86 Thousands. Whereas For the Financial Year 2021-22, it stood at Rs. 4,768.98 Thousands representing an increase of 75.97%.

Reason: There was an increase in ‘Employee benefit expenses due to increase in ‘Salaries, Wages, Bonus & Allowances, Staff Welfare Expenses.

Finance Cost

Finance Cost for the Financial Year 2022-2023 stood at Rs. 5,532.21 Thousands Whereas For the Financial Year 2020-21, it stood at Rs. 3,098.97 Thousands representing an increase of 78.52%.

Reason: This was primarily due to an increase in commissions on issuance of bank guarantee and letter of credit.

Depreciation and Amortization Expenses

The Depreciation and Amortization Expenses for the Financial Year 2022-2023 stood at Rs. 3,342.57 Thousands. Whereas For the Financial Year 2021-22, it stood at Rs. 3,420.90 Thousands representing an decrease of 2.29%.

Reason: This increase was due to disposal of the fixed assets in the year 2021-22 and the effect of which reflects in the next year.

Other Expenses

The Other Expenses for the Financial Year 2022-2023 stood at Rs. 35,659.49 Thousands. Whereas For the Financial Year 2021-22, it stood at Rs. 25,829.05 representing an increase of 38.06%.

Reason: There is an increase in ‘Other expenses because it includes variable cost also which increase with increase in turnover. The same is in line with increase in turnover which increase by 55.62% in 2022-23 to 2021-22.

Restated Profit before Tax

The restated profit before tax For the Financial Year 2022-2023 stood at Rs. 15,068.16 Thousands. Whereas For the Financial Year 2021-22, it stood at Rs. 6,923.24 Thousands representing a increase of 117.65%.

Restated Profit after Tax

The restated profit after tax For the Financial Year 2022-2023 stood at Rs. 11,258.71 Thousands. Whereas For the Financial Year 2021-22, it stood at Rs. (4,512.46) Thousands representing an increase of 349.50%.

Reason for change in the Revenue from operation and Profit after tax

(Amount in Thousands)

Particulars	For the period March 31, 2023	For the period March 31, 2022
Revenue from Operation	4,00,097.64	2,57,391.17
Change in %	55.44%
Profit after tax	11,258.71	(4,512.46)
Pat Margin in %	2.81%	(1.75%)

Reason of increase in revenue is that because there is an extensive increase in the sale of services by 56.30%, the same can be shown below:

Particulars	For the period March 31, 2023	For the period March 31, 2022
Sale of Services	4,19,820.19	3,97,360.34
Change in %	56.30%

Reason of Increase in PAT margin is that Profit before tax increased because some expenses are of fixed nature and that do not increase in proportion to increase in revenue. Hence the profit margin increases by increasing profit before tax.

FISCAL YEAR ENDED MARCH 31, 2022 COMPARED WITH THE FISCAL YEAR ENDED MARCH 31, 2021 (BASED ON RESTATED FINANCIAL STATEMENTS)

Revenues

Total Income

Total Income for the Financial Year 2021-2022, it stood at Rs. 2,59,337.11 Thousands whereas in Financial Year 2020-21 it stood at Rs. 1,37,343.46 Thousands representing an increase of 88.82%.

Revenue of operations

Net revenue from operations For the Financial Year 2021-2022 stood at Rs. 2,57,391.17 Thousands Whereas For the Financial Year 202-2021, it stood at Rs. 1,35,805.27 Thousands representing an increase of 89.53%.

Reason: Theres an increase in ‘Revenue from operation majorly due to recovery of real estate market after COVID-19 and speedy execution of the projects.

Other Income

Other Income for the Financial Year 2021-2022 stood at Rs. 1945.94 Thousands. Whereas For the Financial Year 2020-21, it stood at Rs. 1538.19 Thousands representing an increase of 26.51%.

Reason: There is an increase in ‘other income because company has settled its Income Tax dispute under amnesty scheme of Central Government "Vivad Se Vishwas" and as a result interest on refund from revenue authority accrued to the tune of 721.89 thousands. Also, a VAT refund in the state of Odisha was realized.

Expenditure

Total Expenses

Total Expenses for the Financial Year 2021-2022 stood at Rs. 2,52,413.87 Thousands. Whereas For the Financial Year 2020-2021, it stood at Rs. 1,36,949.95 Thousands representing an increase of 84.31%.

Cost of Material consumed

Cost of Material Consumed for the Financial Year 2021-2022, stood at Rs. 2,12,405.32 Thousands whereas in Financial Year 2020-2021 it stood at Rs. 1,03,306.44 Thousands representing an increase of 105.61%.

Reason: our cost of raw materials consumed in fiscal 2021 increased primarily due to increase in purchase of raw materials to start the execution of new orders received.

Changes in Inventories of Finished Goods, Work in Progress and Stock in Trade

The Changes in Inventories of Finished Goods, work in Progress and Stock in Trade for the Financial Year 2021-2022, stood at Rs. 2,890.65 Thousands whereas in Financial Year 2020-2021 it stood at Rs. (3,709.90) Thousands representing an increase of 177.92%.

Reason: This was due to increase in maintenance of inventory level for progress of new work.

Employment Benefit Expenses

Employee benefit expenses For the Financial Year 2021-2022 stood at Rs. 4,768.98 Thousands. Whereas For the Financial Year 2020-2021, it stood at Rs. 5,693.59 Thousands representing an decrease of 16.24%.

Reason: There was a decrease in ‘Employee benefit expenses because of decrease in directors remuneration.

Finance Cost

Finance Cost for the Financial Year 2021-2022 stood at Rs. 3,098.97 Thousands. Whereas For the Financial Year 2020-2021, it stood at Rs. 5,418.11 Thousands representing an decrease of 42.80%.

Reason: This was primarily due to a decrease in payment of interest on loan against property taken by company. Company has repaid loan against property during the year FY2020-21 the effect of which reflects in FY 2021-22.

Depreciation and Amortization Expenses

The Depreciation and Amortization Expenses for the Financial Year 2021-2022 stood at Rs. 3,420.90 Thousands. Whereas For the Financial Year 2020-2021, it stood at Rs. 3,471.89 Thousands representing an decrease of 1.47%.

Reason: This decrease was due to disposal of fixed of assets in the year 2020-21 and the effect of which reflects in the next year.

Other Expenses

The Other Expenses for the Financial Year 2021-2022 stood at Rs. 25,829.05 Thousands. Whereas For the Financial Year 2020-2021, it stood at Rs. 22,769.81 Thousands representing an increase of 13.44%.

Reason: There is a increase in ‘Other expenses because it includes variable cost also which increase with increase in turnover. The same is in line with increase in turnover which increase by 55.64% in 2022-23 to 2021-22.

Restated Profit before Tax

The restated profit before tax For the Financial Year 2021-2022 stood at Rs. 6,923.24 Thousands. Whereas For the Financial Year 2020-2021, it stood at Rs. 393.52 Thousands representing an increase of 1659.32%.

Restated Profit after Tax

The restated profit after tax For the Financial Year 2021-2022 stood at Rs. (4,512.46) Thousands. Whereas For the Financial Year 2020-2021, it stood at Rs. 2,374.62 Thousands representing a decrease of 290.03%.

Reason for change in the Revenue from operation and Profit after tax

(Amount in Thousands)

Particulars	For the period March 31, 2022	For the period March 31, 2021
Revenue from Operation	2,57,391.17	1,35,805.27
Change in %	89.53%
Profit after tax	(4,512.46)	2374.62
Pat Margin in %	(1.75%)	1.75%

Reason of increase in revenue is that because there is a significant increase in the sale of services by 91.41%, This surge seems to be linked to the recovery of the real estate market post-COVID-19 and the expedited completion of projects that were previously stalled due to the pandemic, the same can be shown below:

(Amount in Thousands)

Particulars	For the period March 31, 2022	For the period March 31, 2021
Sale of Services	2,54,234.60	1,32,820.73
Change in %	91.41%

Reason for decrease in the PAT in the year 2021-22 is that the company has settled its old dispute of income tax under the amnesty scheme of "Vivad se Viswas". Hence the impact of earlier year taxes increases the current year tax amount and because of this the PAT has been decreased.

INFORMATION REQUIRED AS PER ITEM (II) (C) (IV) OF PART A OF SCHEDULE VI TO THE SEBI REGULATIONS:

1. Unusual or infrequent events or transactions:

Except as described in this Draft Red Herring Prospectus, during the periods under review there have been no transactions or events, which in our best judgment, would be considered unusual or infrequent.

2. Significant economic changes that materially affected or are likely to affect income from continuing operations:

Other than as described in the section titled Risk Factors beginning on page 26 of this Draft Red Herring Prospectus, to our knowledge there are no known significant economic changes that have or had or are expected to have a material adverse impact on revenues or income of our Company from continuing operations.

3. Known trends or uncertainties that have had or are expected to have a material adverse impact on sales, revenue or income from continuing operations:

Other than as described in this Draft Red Herring Prospectus, particularly in the sections Risk Factors and

Managements Discussion and Analysis of Financial Condition and Results of Operations on pages 26 and 248, respectively, to our knowledge, there are no known trends or uncertainties that are expected to have a material adverse impact on our revenues or income from continuing operations.

4. Income and Sales on account of major product/main activities:

Income and sales of our Company on account of major activities derives from the business of designing, engineering, fabrication and installation of facade systems. Our portfolio includes building facades, Aluminium Doors and Windows, Railing and Staircase and Glassfibre Reinforced Concrete (GRC).

5. Future changes in relationship between costs and revenues, in case of events such as future increase in labor or material costs or prices that will cause a material change are known:

Our Companys future costs and revenues can be indirectly impacted by an increase in labor costs as the company require labor and material for the execution of the projects as the company does not directly employ any labor or directly procure the raw materials required for the projects.

6. Future relationship between Costs and Income

Our Companys future costs and revenues will be determined by competition, demand/supply situation, Indian Government Policies, and interest rates quoted by banks & others.

7. Extent to which material increases in net sales or revenue are due to increased sales volume, introduction of new products or services or increased sales prices.

Increases in our revenues are by and large linked to increases in the volume of business.

8. Total turnover of each major industry segment in which the issuer company operates

The Company operates in Facade Industry. Relevant industry data, as available, has been included in the chapter titled "Our Industry" beginning on page 103 of this Draft Red Herring Prospectus.

9. Status of any publicly announced new products or business segments:

Our Company has not announced any new services and product and segment / scheme, other than disclosure in this Draft Red Herring Prospectus.

10. The extent to which the business is seasonal:

Our business does not depend to a certain extent on the seasonal, environmental and climate changes. However, the Seasonal factors, particularly the monsoon season in the second quarter of each fiscal year, can impede our operations and projects. This may lead to reduced activity, continued operating expenses, delays in project-related tasks, and potential damage to project sites or material delivery delays.

11. Competitive Conditions

We face competition from existing and potential competitors which is common for any business. Over a period of time, we have developed certain competitive strengths which have been discussed in section titled Our Business on page 129 of this Draft Red Herring Prospectus.