Chemkart India Ltd Management Discussions

The following discussion and analysis of our financial condition and results of operations for the Fiscal Years 2025, 2024 and 2023 is based on, and should be read in conjunction with, our Restated Financial Information, including the schedules, notes and significant accounting policies thereto, included in the chapter titled "Restated Financial Information" beginning on page 265 of this Red Herring Prospectus. Our Restated Financial Information have been derived from our audited financial statements and restated in accordance with the SEBI ICDR Regulations and the ICAI Guidance Note. Our financial statements are prepared in accordance with AS.

You should read the following discussion of our financial condition and results of operations together with our restated financial information included in this Red Herring Prospectus. You should also read the section titled "Risk Factors" beginning on page 31 of this Red Herring Prospectus, which discusses a number of factors, risks and contingencies that could affect our financial condition and results of operations. Our fiscal year ends on March 31 of each year, so all references to a particular fiscal year are to the twelve-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 Chemkart India Limited, our Company. Unless otherwise indicated, financial information included herein are based on our "Restated Financial

Information" for the Financial Years 2025, 2024 and 2023 included in this Red Herring Prospectus beginning on page 265 of this Red Herring Prospectus.

Note: Statement in the Management Discussion and Analysis Report describing our objectives, outlook, estimates, expectations or prediction may be "Forward Looking Statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to our operations include, among others, economic conditions affecting demand/supply and price conditions in domestic and overseas market in which we operate, changes in Government Regulations, Tax Laws and other Statutes and incidental factors.

BUSINESS OVERVIEW

We are a one stop destination for various nutritional, Health and sports supplement products, which are largely biased towards the food products providing health benefits in addition to their nutritional values, reflecting our ability in catering to nutritional as well as health needs of the end customers. Our company is based in Mumbai, offering diverse range of captivated nutritional supplements and components. We offer products across mainly seven product categories, i.e. Amino Acids, Health Supplement, Herbal Extract, Nucleotide, Protein, Sports Nutrition, and Vitamin. Thus, positioning us favorably to adapt to the growing awareness with respect to the needs of nutrition in the food products. For the Financial Year 2025, our revenue from operations was 20,327.85 Lakhs, increasing from 13,202.69 lakhs for the Financial Year 2024 and

13,137.78 lakhs for the Financial Year 2023, growing at a CAGR of 24.39% between the Financial Years 2023 and 2025. We specialize in one of the products mainly amino acid (i.e., the process where Amino acids act as the molecules that combine to form proteins), for further details on the product wise revenue, please see below under the heading "Our Competitive Strength" on page no. 185.

Our Company was established in the year 2020 as a Private Limited Company under the name Chemkart India Private Limited vide Certificate of Incorporation dated March 06, 2020 issued by Deputy Registrar of Companies with Mr. Ankit Shailesh Mehta and Ms. Parul Shailesh Mehta as the initial subscribers to the Memorandum of Association of our Company. Our Company changed its name to Chemkart India Limited pursuant to issuance of Fresh Certificate of Incorporation dated October 04, 2024 issued by Assistant Registrar of Companies/Deputy Registrar of Companies/ Registrar of Companies, Central Processing Centre.

We target the Business to Business (B-to-B) platform which uses our products into manufacturing of finished supplements which includes sports supplements, health supplements, vitamins, protein products etc. Our product assortment and customer-centric approach aims to fulfil the daily and aspirational requirements of the end customers with a focus on variety, affordability, quality and convenience. Since the commencement of our operations, we have developed good standing relationships with our customers. We also engage actively with our suppliers to improve our supply chain processes.

Our Company carries out its operations from its registered office situated at office no. 403/404, 4th Floor, K.L. Accolade, 6th Road, TPS III, Santacruz (East), Mumbai, Maharashtra, India, 400055 and has a warehouse facility located at Survey no. 228, H. No. 5, Gala no. 7, 8, 9, 10, on ground floor, first floor, second floor, bldg. no. E-8, "Shree Arihant Complex", Kalher, Bhiwandi, Thane, Maharashtra, covering an approximate area of 28,259.16 sq. ft.. which consists of blending and grinding equipment to further process the products as per the customers requirements and to store the products being traded to ensure easy supply chain mechanism. The details for exact usage of the Gala No.s of the warehouse is provided below under "Our

Properties" on page no. 220. The facility is equipped with the necessary workforce and a quality department. The in-built processing and blending facility have a capacity of 1.8 M.T. per day equivalent to 540 M.T. per year from the grinding machine and 1.5 M.T. per day equivalent to 450 M.T. per year from the blending machine, which are used primarily for customer-specific blends which are curated by our team as per the customers requirement.

The in-built processing and blending facility specialize in processing raw materials such as L-Leucine Instant, L-Isoleucine, L-Valine, L-Histidine, L-Lysine HCL, DL-Methionine, L-Threonine, L-Phenylalanine, l-tryptophane. This enables us to gain valuable insights into raw material specifications, better understanding of the customer requirements, and effectively assess our geographical reach across India. Processing involves setting up blending or grinding type, on the basis of customers demand, inventory levels or forecasted requirements. It outlines the materials, resources and timelines needed for the upcoming blending or grinding process. Blending process is where the raw materials are mixed or processed according to the required formula or recipe for the final product and grinding process refers to the process of mechanically breaking down raw materials into a fine powder by using specialized mills, essentially reducing their particle size to create a consistent and readily usable form for further processing into various supplements.

Following is the bifurcation of our business operations through trading and processing for the past 3 financial years March 31, 2025, 2024 and 2023:

Based on Audited Standalone Financial Statements:

(Rs. in lakhs)

Revenue	For the year ended March 31, 2025		For the year ended March 31, 2024		For the year ended March 31, 2023
Particulars	Revenue From Operations	%	Revenue From Operations	%	Revenue From Operations	%
Trading	19,490.86	95.88%	12,855.76	97.37%	13,137.78	100%
Processing	836.99	4.12%	346.93	2.63%	-	-
Total	20,327.85	100.00%	13,202.69	100%	13,137.78	100%

Based on Audited Consolidated Financial Statements:

(Rs. in lakhs)

Revenue	For the year ended March 31, 2025		For the year ended March 31, 2024		For the year ended March 31, 2023
Particulars	Revenue From Operations	%	Revenue From Operations	%	Revenue From Operations	%
Trading	19,490.86	95.88%	NA	NA	NA	NA
Processing	836.99	4.12%	NA	NA	NA	NA
Total	20,327.85	100.00%	NA	NA	NA	NA

As certified by M/s. Mehta & Associates, Chartered Accountants, Statutory Auditor of our Company, by way of their certificate dated June 23, 2025.

Based on the current initiatives, we have taken the following measures to further boost our sales, strengthen our supply chain, and promote diversification through backward integration with following acquisitions:

Acquired 99% stake of Easy Raw Materials Private Limited ("ERMPL"), in the half year ended September 30 2024 by entering into a Share Purchase Agreement dated September 01, 2024. ERMPL, is incorporated to engage in carrying on the business of marketing and trading in nutraceutical products for both human and animal consumption, including but not limited to vitamins, whey protein, dietary supplements, minerals, amino acids, antioxidants, herbal supplements, probiotics, prebiotics, and other health and wellness-related products. For further details relating to the above detailed acquisitions and business activities of the subsidiary Company, see "History and Certain Corporate Matters" on page 233 of this Red Herring Prospectus.

Further, ERMPL also proposes to engage in manufacture, formulate, package, and sell a wide variety of products such as vitamin supplements, protein powders, dietary supplements, and other health supplements and wellness-related products and engage in the distribution, import, export, and retail of nutraceutical and wellness products and to establish a network of wholesalers, retailers, and e-commerce platforms for the sale of such products. For details relating to the above diversification and integration, see "Objects of the Offer" on page 99 of this Red Herring Prospectus. .

Acquired 99% stake of Vinstar Biotech Private Limited ("VBPL"), in the half year ended September 30 2024 by entering into a Share Purchase Agreement dated September 01, 2024. VBPL, is incorporated to engage in importing, trading of food ingredients and online sales of different types of food supplements, promote, carry on the business of manufactures of and dealers in food ingredients, chemicals, chemical compounds (organic and inorganic) in all forms, and chemical product of any nature and kind whatsoever, and by products and joint product thereof, For further details relating to the above detailed acquisition and business activities of the subsidiary Company, see "History and Certain Corporate Matters" on page 233 of this Red Herring Prospectus.

What is Nutraceutical Product:

The term "nutraceutical" combines the two words of "nutrient," which is a nourishing food component, and "pharmaceutical," which is a medical drug. A dietary supplement represents a product that contains nutrients derived from food products and is often concentrated in liquid, capsule, powder, or pill form. Our Company deals in the Nutritional food products.

Our nutraceutical product portfolio comprises mainly over 8 distinct main categories across this industry. Our product portfolio is diverse and designed to meet the varying requirements of nutritional health needs across multiple age types. As March 31, 2025, we market our products both domestically and internationally.

Our company offers the following main categories of products:

Amino Acids:

Amino acids are the building blocks of protein. Proteins are long chains of amino acids. Each protein has its own sequence of amino acids. The sequence makes the protein take different shapes and have different functions in the body.

Sports Nutrition:

Sports nutrition is the study and practice of how to use diet and nutrition to improve athletic performance. It focuses on the types and quantities of food and fluids an athlete consumes, as well as the nutrients they take in, such as vitamins, minerals, and supplements.

Health Supplements:

A health supplement, also known as a dietary supplement, is a product that is taken orally to support the bodys healthy functions and improve the diet. Health supplements are not medicines and are not intended to diagnose, treat, or cure diseases.

Our Company is currently promoted by Mr. Ankit Shailesh Mehta, Ms. Parul Shailesh Mehta and Mr. Shailesh Vinodrai Mehta led by one of the first-generation Promoters, Mr. Ankit Shailesh Mehta. Our Promoters manage and control the major affairs of our business operations with their considerable experience in our Industry. Mr. Ankit Shailesh Mehta, and Ms. Parul Shailesh Mehta have experience of 4 years and 9 years respectively into the nutraceutical industry. We believe that our success is the result of sustained efforts over the years in key aspects of our business, such as process improvements and increased scale of operations. For more details, please see the chapter titled, "Our Management" and "Our Promoters and Promoter Group" on page 240 and 256 of this Red Herring Prospectus.

The products are tested through third party quality experts who generate their report on the basis of their quality and our Company deals with only such products which are quality tested and verified appropriately.

KEY PERFORMANCE INDICATORS OF OUR COMPANY

(Rs. in lakhs)

Key Financial Performance	March 31, 2025	March 31, 2024	March 31, 2023
Revenue from Operations (Rs. lakhs) (1)	20,327.85	13,202.69	13,137.78
EBITDA (Rs. lakhs) (2)	3,276.33	2,091.20	1,104.99
EBITDA Margin (%) (3)	16.12%	15.84%	8.41%
PAT (Rs. lakhs) (4)	2,425.75	1,451.82	766.02
Net Profit Ratio (times) (5)	0.12	0.11	0.06
Return on equity (times) (6)	0.59	0.67	0.72
Return on capital employed (times) (7)	0.49	0.51	0.43
Debt-Equity Ratio (times) (8)	0.32	0.43	0.78
Net fixed asset turnover ratio (times) (9)	23.40	24.81	23.68
Current Ratio (times) (10)	2.36	1.99	1.41

As certified by M/s. Bagaria & Co LLP, Chartered Accountants, by way of their certificate dated June 20, 2025.

Notes:

(1) Revenue from operation means revenue from sale of our products

(2) EBITDA is calculated as Profit before tax + Depreciation + Finance Costs Other Income (3) EBITDA Margin is calculated as EBITDA divided by Revenue from Operations (4) PAT is calculated as PBT Total Tax expense (5) Net profit ratio is calculated by dividing Net Profit to Revenue from Operations

(6) Return on Equity is calculated by comparing the proportion of net income after tax against the amount of average shareholder equity (7) Return on Capital Employed is calculated as follows: Profit before tax + Finance Costs (EBIT) divided by (Tangible Net Worth + Total Debt + Deferred Tax Liabilities) (8) Debt to Equity ratio is calculated as Total Debt divided by equity (9) Net Fixed asset turnover ratio is calculated by dividing the Revenue from Operations by net Fixed Assets of the Company (10) Current Ratio is calculated by dividing Current Assets to Current Liabilities

SIGNIFICANT DEVELOPMENTS AFTER MARCH 31, 2025

In the opinion of the Board of Directors of our Company, since the date of the last fiscal as disclosed in this Red Herring Prospectus, there have not arisen any circumstance that materially or adversely affect or are likely to affect the profitability of our Company or the value of its assets or its ability to pay its material liabilities within the next twelve months.

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

For details in respect of Statement of Significant Accounting Policies, please refer to the chapter titled "Restated Financial Statements" beginning on page 265 of this Red Herring Prospectus.

RESULTS OF OUR OPERATION

The following discussion on results of operations should be read in conjunction with the Restated Consolidated Financial Statements of our Company for the financial years ended on 2025, 2024 and 2023:

(Rs. in lakhs)

	For the Year Ended on
Particulars	March 31, 2025	% of Total Revenue	March 31, 2024	% of Total Revenue	March 31, 2023	% of Total Revenue
Revenue:
Revenue from Operations	20,327.85	98.94%	13,202.69	99.40%	13,137.78	99.77%
Other income	217.78	1.06%	80.08	0.60%	30.84	0.23%
Total revenue	20,545.63	100.00%	13,282.77	100.00%	13,168.62	100.00%
Expenses:
Cost of Material Consumed	748.58	3.64%	10.39	0.08%	-	-
Purchases of Stock in Trade	17,123.37	83.34%	10,701.57	80.57%	11,986.40	91.02%
Change in inventories of Stock-in-trade	(1,469.53)	(7.15)%	(7.59)	(0.06%)	(582.68)	(4.42%)
Employees Benefit Expenses	212.59	1.03%	115.24	0.87%	71.89	0.55%
Finance costs	181.88	0.89%	134.44	1.01%	58.65	0.45%
Depreciation and Amortization	53.05	0.26%	41.45	0.31%	25.45	0.19%
Other expenses	436.51	2.12%	291.87	2.20%	557.18	4.23%
Total Expenses	17,286.45	84.14%	11,287.37	84.98%	12,116.89	92.01%
Profit before tax	3,259.17	15.86%	1,995.40	15.02%	1,051.73	7.99%
Tax Expense:
Current tax	830.63	4.04%	507.16	3.82%	265.40	2.02%
Deferred Tax	2.62	0.01%	3.84	0.03%	1.89	0.01%
Excess/Short Provision Written back/off	0.18	0.00%	32.57	0.25%	18.42	0.14%
Net Total Tax Expenses	833.42	4.06%	543.58	4.12%	285.71	2.17%
Less: Minority interest in Profit/(Loss)	(1.35)	(0.01)%	-	-	-	-
Profit After tax	2,427.10	11.81%	1,451.82	10.93%	766.02	5.82%

FACTORS AFFECTING OUR RESULTS OF OPERATIONS

Our business is subjected to various risks and uncertainties, including those discussed in the section titled "Risk Factors" beginning on page 31 of this Red Herring Prospectus. Our results of operations and financial conditions are affected by numerous factors including the following:

i. Disruption in the stock market in India or Globally.

ii. Failure to comply with laws and regulations prescribed by authorities of the jurisdictions in which we operate;

iii. General economic and business conditions in the markets in which we operate and in the local, regional, national and international economies;

iv. Our ability to effectively manage a variety of business, legal, regulatory, economic, social and political risks associated with our operations;

v. Disruption in the network connection and Internet services; vi. Recession in the market; vii. Changes in laws and regulations relating to the industries in which we operate; viii. Our ability to successfully implement our growth strategy and expansion plans; ix. Our ability to meet our capital expenditure requirements; x. Our ability to attract, retain and manage skilled qualified personnel; xi. Failure to obtain any approvals, licenses, registrations and permits in a timely manner;

xii. Changes in political and social conditions in India or in countries that we may enter, the monetary and interest rate policies of India and other countries, inflation, deflation, unanticipated turbulence in interest rates, equity prices or other rates or prices;

xiii. The occurrence of natural or man-made disasters could adversely affect our results of operations and financial condition;

xiv. Any adverse outcome in the legal proceedings in which we are involved;

xv. Our ability to expand our geographical area of operation;

KEY COMPONENTS OF COMPANYS PROFIT AND LOSS STATEMENT

Revenue from operations: Revenue from operations mainly consists from Sales of goods/products.

Other Income: Other Income includes foreign currency fluctuation gains and miscellaneous incomes.

Expenses: Companys expenses consist of Cost of Material Consumed, Purchase of stock in trade, Change in inventories of stock-in-trade, Employee Benefit Expenses, Finance Cost, Depreciation Expenses, Other Expenses and tax expenses.

Cost of Material Consumed: Cost of Material Consumed includes Purchases of Raw Material for processing goods.

Purchase of Stock-in-Trade: The purchase of stock in trade includes purchases made of the stock.

Increase/Decrease in Stock-in-Trade: Increase/Decrease in Stock in Trade includes Change in Inventory of stock in trade.

Employee Benefits Expense: Employee benefit expenses include Salaries and Wages, Directors Remuneration & Contribution to provident and other funds etc.

Finance Cost: Finance Cost includes Interest on Borrowings, bank charges and other borrowing costs.

Depreciation and Amortization Expense: We recognize Depreciation and Amortization expense on a WDV basis as per the rates set forth in the Companies Act, 2013, as applicable.

Other Expenses: Other expenses include Auditors Remuneration, administrative expenses, insurance, professional fees, advertisement, commission, power and fuel, professional fees, interest on late payment of taxes, Rent, repairs to buildings, telephone expenses. traveling expenses, transport expenses, warehouse expenses, business promotion expenses, miscellaneous expenses etc.

FISCAL 2025 COMPARED WITH FISCAL 2024

Revenue from Operation

Revenue from operations increased by 53.97%, from 13,202.69 lakhs in fiscal year 2024 to 20,327.85 lakhs in fiscal year

2025. This increase was primarily driven by the following:

1. Increase in sale of the products offered by the company. The sale of top 5 products has increased by 6,567.30 lakhs from 4,794.90 lakhs in fiscal 2024 to 11,362.20 lakhs in fiscal 2025. This was supported by quality assurance, which enabled customer retention and higher repeat orders from existing clients, boosting average order sizes and frequency.

Amount ( Lakhs)

Product	Fiscal 2024	Fiscal 2025	Increase
Creatine Monohydrate 200 Mesh	1,919.27	5,108.09	3,188.82
Glycine	1,899.93	3,744.69	1,844.76
L-ARGININE	218.57	780.42	561.85
BCAA 2:1:1	317.39	803.95	486.56
L-Glutathione (Reduced)	439.74	925.05	485.31
Total	4,794.90	11,362.20	6,567.30

2. The company has introduced new products during fiscal 2025 which generated additional revenue of 201.14 lakhs.

Amount ( Lakhs)

Product	Fiscal 2025
Ginseng Extract 22% U.V.	42.50
Whey Protein Isolate	42.34
Creatine Monohydrate 80 Mesh	24.08
Sorbic Acid	17.67
Others (combined)	74.55
Total	201.14

3. Further company has obtained 335 new customers which contributed 3,614.64 lakhs during fiscal 2025.

4. Additional company had been actively in the marketing as it participated in various nutraceutical exhibitions, trade shows, B2B marketing events, digital outreach and targeted client onboarding.

Other Income

Other income had increased by 171.94% from 80.08 lakhs in Fiscal 2024 to 217.78 lakhs in Fiscal 2025, due to increase in Foreign Currency Fluctuation Gain from 79.55 lakhs in Fiscal 2024 to 212.19 lakhs in Fiscal 2025 and other non-operating income from 0.54 lakhs in Fiscal 2024 to 5.59 lakhs in Fiscal 2025

Cost of Material Consumed

The cost of materials consumed include purchases of Raw Material for processing goods, had increased to 748.58 lakhs in fiscal 2025 from 10.39 lakhs in fiscal 2024.

Purchase of stock in trade

Purchase of stock in trade had increased by 60.01% from 10,701.57 lakhs in Fiscal 2024 to 17,123.37 lakhs in Fiscal 2025. This increase was primarily due to increase in revenue from operation during fiscal 2025 as compared with that in fiscal 2024.

Increase/Decrease in Stock in Trade

Stock in Trade have increased by 1,469.53 lakhs from 779.83 lakhs in Fiscal 2024 to 2,249.35 lakhs in Fiscal 2025.

Employee Benefit Expenses

Employee benefit expenses had increased by 84.48% from 115.24 lakhs in Fiscal 2024 to 212.59 lakhs in Fiscal 2025. This was primarily due to increase in Salaries & wages from 108.00 lakhs in Fiscal 2024 to 200.89 lakhs in Fiscal 2025, contribution to provident and other funds from 6.50 lakhs in Fiscal 2024 to 9.82 lakhs in Fiscal 2025.

Finance Cost

Finance Cost had increased from 134.44 lakhs in Fiscal 2024 to 181.88 lakhs in Fiscal 2025. This was primarily due to increase in interest expenses from 106.27 lakhs in Fiscal 2024 to 143.19 lakhs in Fiscal 2025 and other borrowing cost from 28.17 lakhs in Fiscal 2024 to 38.70 lakhs in Fiscal 2025.

Depreciation and Amortization Expenses

Depreciation had increased by 27.99% from 41.45 lakhs in Fiscal 2024 to 53.05 lakhs in Fiscal 2025. This was primarily due to capitalising of assets valuing 388.31 lakhs in Fiscal 2025.

Other Expenses

Other expenses had increased by 49.56% from 291.87 lakhs in Fiscal 2024 to 436.51 lakhs in Fiscal 2025. The increase was primarily due to increase in freight, transport and handling charges by 40.58 lakhs, auditors remuneration by 0.75 lakhs, commission by 16.86 lakhs, power and fuel by 2.07 lakhs, professional fees by 41.62 lakhs, telephone expenses by 0.78 lakhs, travelling & conveyance expenses by 20.49 lakhs, business promotion by 14.53 lakhs, CSR expenses by 13.35 lakhs and membership, subscription & license fees by 31.43 lakhs during fiscal 2025. These were offset by decrease in administrative expenses by 3.08 lakhs, advertisement by 3.70 lakhs, insurance by 1.36 lakhs, rent, rates and taxes by 0.49 lakhs, repairs and maintenance by 22.50 lakhs, miscellaneous expenses by 6.63 lakhs in fiscal 2025.

Tax Expenses

The Companys tax expenses had increased by 289.85 lakhs from 543.58 lakhs in the Fiscal 2024 to 833.42 lakhs in Fiscal 2025. This was primarily due to increase in current tax expenses during the year which got increased from 507.16 Lakhs in the year 2024 to 830.63 lakhs in the year 2025, deferred tax has decreased from 3.84 Lakhs in the year 2024 to 2.62 lakhs in the year 2025 and tax provision written back from 32.57 Lakhs in the year 2024 to 0.18 lakhs in the year

2025.

Minority Interest

The minority has share of ( 1.35) lakhs in the profit after tax for fiscal 2025.

Profit after Tax

For Fiscal 2025, the Company reported a net profit of 2,427.10 lakhs, a significant increase compared to 1,451.82 lakhs in Fiscal 2024. The companys profit margin has remained relatively stagnant, increasing only marginally from 11.00% in fiscal 2024 to 11.94% in fiscal 2025, averaging 11.47% over the period.

FISCAL 2024 COMPARED WITH FISCAL 2023

Revenue from Operation

Revenue from operations increased by 0.49%, from 13,137.78 lakhs in fiscal year 2023 to 13,202.69 lakhs in fiscal year

2024. This marginal increase was primarily driven by correction in the pricing of the traded goods post Covid 19. After a peak in prices in fiscal 2023, the nutraceutical industry experienced a noticeable price correction in fiscal 2024. This decline was primarily driven by the resolution of supply chain disruptions and improved availability of raw materials. The following statistics provide evidence of this trend:

1. Change in price of our top 10 products from fiscal 2023 to fiscal 2024 is as follows:

Product (Rs./ kg)	Avg. Price FY24	Avg. Price FY23	Price var (%)
Creatine Monohydrate	467	1,271	-63.26%
Inositol	1,425	1,857	-23.26%
L-Glutathione (Reduced)	7,778	10,121	-23.15%
L-Carnosine	12,913	17,826	-27.56%
L-Glutamine	678	740	-8.38%
N-Acetyl L-Cysteine	1,412	1,938	-27.14%
Whey Protein Con 80%	916	1,600	-42.75%
L-Leucine	758	795	-4.65%
L-Carnitine	1,305	3,088	(57.73)%
L-Proline	923	1,418	(34.91)%

2. But company has made improved quantity of sales of these products from Fiscal 2023 to Fiscal 2024 is as follows:

Product (Rs./ kg)	Qty FY24	Qty FY23	Qty var (%)
Creatine Monohydrate	4,10,632	77,609	429.10%
Inositol	53,475	35,210	51.87%
L-Glutathione (Reduced)	5,654	1,417	299.01%
L-Carnosine	3,221	1,230	161.87%
L-Glutamine	58,425	35,080	66.55%
N-Acetyl L-Cysteine	26,553	15,887	67.14%
Whey Protein Con 80%	37,360	2	1867900.00%
L-Leucine	42,798	27,040	58.28%
L-Carnitine	22,381	16,566	35.10%
L-Proline	29,274	13,025	124.76

3. Additionally, in Fiscal 2024, the company began actively participating as an exhibitor in domestic exhibitions. Below is a list of the exhibitions attended, along with the number of new customer introductions that successfully converted into revenue:

Exhibition	Month/ Year	City	Focus	New customer introductions
Exhibition 1	Feb-2023	Delhi	Nutraceuticals Dietary supplements	19
Exhibition 2	Jul-2023	Chennai	Pharmaceuticals	4
Exhibition 3	Aug-2023	Mumbai	Food ingredients	11
Exhibition 4	Nov-2023	Hyderabad	Animal health	2
Exhibition 5	Nov-2023	Delhi	Pharmaceuticals and Nutraceuticals	8
Exhibition 6	Feb-2024	Mumbai	Nutraceuticals Dietary supplements	24

4. Our company introduced approximately 32 new products, which together contributed 885.59 lakhs to our revenue in

Fiscal 2024. Below are the top 10 new products that made the largest contribution to our total revenue.

New Products	Qty (kgs)	Price/kg	Amt (Rs in Lakhs)
WP BCAA	44,725	1,480	661.86
Magnesium L-Threonate	1,947	3,048	59.34
MYO-INOSITOL	2,315	1,401	32.44
Sodium Lactate 60% USP	25,000	100	25.00
Ginseng Extract 4%	5,000	480	24.00
Cytidine ‘5 Monophosphate Disodium Salt	319	5,702	18.17
Vitamin A Acetate powder 500CWS	494	2,934	14.49
ALPHA GPC	125	9,728	12.16
Magnesium Taurine	550	1,936	10.65
Ergothioneine	2	4,00,000	8.00

5. Below is a list of our top 10 products, which have shown growth in quantity sold and pricing between Fiscal 2024 and Fiscal 2023.

	For the financial year ended
	March 31, 2023			March 31, 2024			Variance
Item Name	Revenu e	Qty (MT)	Price (Rs/kg)	Revenu e	Qty (MT)	Price (Rs/kg)	Rev growth (%)	Qty growth (%)	Price varianc e (%)
Creatine Monohydra te	1,919.27	410.63	467.39	986.72	77.61	1,271.40	94.51%	429.10%	(63.24 %)
Glycine	1,899.9 3	1,175.65	161.61	4,913.2 1	2,113.43	232.48	(61.33%)	(44.37%)	(30.48 %)
Inositol WP	761.78	53.48	1,424.56	653.71	35.21	1,856.61	16.53%	51.87%	(23.27 %)
BCAA	661.86	44.73	1,479.85	-	-	-	-	-	-
L- Glutathione (Reduced)	439.74	5.65	7,777.51	143.37	1.42	10,121.50	206.71%	299.15%	(23.16 %)
L- Carnosine	415.95	3.22	12,913.18	219.17	1.23	17,826.19	89.78%	161.98%	(27.56 %)
L- Glutamine	395.99	58.43	677.77	259.75	35.08	740.44	52.45%	66.55%	(8.46%)
N-Acetyl L-Cysteine Whey	374.80	26.55	1,411.52	307.97	15.89	1,938.48	21.70%	67.13%	(27.18 %)
Protein Concentrate 80%	342.26	37.36	916.12	0.03	0.00	1,600.00	1069468.75 %	1867900.00 %	(42.74 %)
L-Leucine	324.44	42.80	758.07	215.06	27.04	795.36	50.86%	58.28%	(4.69%)
Total - Others	5,666.66	805.53	703.47	5,438.77	629.10	864.53	4.19%	28.05%	(18.63%)
Total	13202.69	2664.02	495.59	13137.78	2936	447.00	0.49%	-9.26%	10.87%

Other Income

Other income had increased by 159.68% from 30.84 lakhs in Fiscal 2023 to 80.08 lakhs in Fiscal 2024, due to increase in Foreign Currency Fluctuation Gain from 30.72 lakhs in Fiscal 2023 to 79.55 lakhs in Fiscal 2024.

Cost of Material Consumed

The cost of materials consumed include purchases of Raw Material for processing goods, total amounting to 10.39 lakhs represents 0.08% of Total Revenue.

Purchase of stock in trade

Purchase of stock in trade has decreased by 10.72% from 11,986.40 lakhs in Fiscal 2023 to 10,701.57 lakhs in Fiscal 2024. This decline was primarily due to decreased in purchase of stock in trade from 11,657.11 lakhs in Fiscal 2023 to 10,497.27 lakhs in Fiscal 2024.

Increase/Decrease in Stock in Trade

Stock in Trade have increased by 7.59 lakhs from 772.24 lakhs in Fiscal 2023 to 779.83 lakhs in Fiscal 2024.

Employee Benefit Expenses

Employee benefit expenses had increased by 60.22% from 71.89 lakhs in Fiscal 2023 to 115.24 lakhs in Fiscal 2024. This was primarily due to increase in Salaries & wages from 46.31 lakhs in Fiscal 2023 to 78.00 lakhs in Fiscal 2024, Directors Remuneration from 24.00 lakhs in Fiscal 2023 to 30.00 lakhs in Fiscal 2024 and contribution to provident and other funds from 1.16 lakhs in Fiscal 2023 to 6.50 lakhs in Fiscal 2024.

Finance Cost

Finance Cost had increased from 58.65 lakhs in Fiscal 2023 to 134.44 lakhs in Fiscal 2024. This was primarily due to increase in interest expenses from 34.50 lakhs in Fiscal 2023 to 106.27 lakhs in Fiscal 2024 and other borrowing cost from 24.15 lakhs in Fiscal 2023 to 28.17 lakhs in Fiscal 2024.

Depreciation and Amortization Expenses

Depreciation had increased by 62.89% from 25.45 lakhs in Fiscal 2023 to 41.45 lakhs in Fiscal 2024. This was primarily due to capitalising of Building of 517.59 lakhs during the end of Fiscal 2023 and further addition of 18.77 lakhs during the Fiscal 2024.

Other Expenses

Other expenses had decreased by 47.52% from 557.18 lakhs in Fiscal 2023 to 291.87 lakhs in Fiscal 2024. The decrease was primarily due to decrease in advertisement expense by 172.52 lakhs from 193.95 lakhs in Fiscal 2023 to 21.43 lakhs in Fiscal 2024, Commission expense by 184.85 lakhs from 211.41 lakhs in Fiscal 2023 to 26.55 lakhs etc. in Fiscal 2024.

Tax Expenses

The Companys tax expenses had increased by 257.87 lakhs from 285.71 lakhs in the Fiscal 2023 to 543.58 lakhs in Fiscal 2024. This was primarily due to increase in current tax expenses during the year which got increased from 265.40 Lakhs in the year 2023 to 507.16 lakhs in the year 2024, deferred tax has increased from 1.89 Lakhs in the year 2023 to 3.84 lakhs in the year 2024 and tax provision written back from 18.42 Lakhs in the year 2023 to 32.57 lakhs in the year

2024.

Profit after Tax

For Fiscal 2024, the Company reported a net profit of 1,451.82 lakhs, a significant increase compared to 766.02 lakhs in

Fiscal 2023. Despite a marginal increase in revenue from operations, the Company successfully improved its profit margin, which rose from 5.83% in Fiscal 2023 to 11.00% in Fiscal 2024. This enhancement in profitability was largely driven by following:

1. Company has removed the commission agents appointed in previous year for the sales and has started direct selling of goods to the customers and vendors during Fiscal 2024. Thus, the commission expenditure has reduced by 184.85 lakhs from 211.41 lakhs in the Fiscal 2023 to 26.55 lakhs in the Fiscal 2024.

2. Further company has also reduced its advertisement expenditure by 172.52 lakhs from 193.95 lakhs in the Fiscal 2023 to 21.43 lakhs in the Fiscal 2024.

FISCAL 2023 COMPARED WITH FISCAL 2022

Revenue from Operation

Revenue from operations increased by 51.04%, rising from 8,698.05 lakhs in fiscal 2022 to 13,137.78 lakhs in fiscal 2023.

This growth was primarily driven by growth in the immune health supplements market due to increase in the consumption of the health supplements post Covid 19. There is a growing consumer demand for dietary supplements that offer multiple health benefits, including immune support. The following statistics provide evidence of this trend:

1. Below is a list of our top 10 products, which have shown growth in quantity sold and pricing between Fiscal 2022 and Fiscal 2023.

*(Rs in Lakhs)

	For the Financial Year ended
	March 31, 2023			March 31, 2022			Variances
Product Name	Revenue*	Qty (MT)	Price (Rs/ kg)	Revenue*	Qty (MT)	Price (Rs/ kg)	Rev growth (%)	Qty growth (%)	Price variance (%)
Glycine Creatine	4,913.21	2,113	232	3,487.21	918	380	40.89%	130.28%	(38.82)%
Monohydrate 200 Mesh	986.72	78	1,271	687.96	66	1,049	43.43%	18.30%	21.24%
Inositol	653.71	35	1,857	69.14	11	603	845.45%	207.28%	207.68%
L-Carnitine	511.61	17	3,088	238.97	8	2,950	114.09%	104.51%	4.68%
BCAA 2:1:1	401.27	48	829	344.98	42	829	16.32%	16.31%	0.01%
Taurine	342.35	108	317	199.75	64	310	71.38%	67.54%	2.30%
Rutin	324.04	8	4,298	146.51	3	4,745	121.18%	144.23%	(9.44)%
N-Acetyl L- Cysteine	307.97	16	1,938	240.72	13	1,829	27.94%	20.70%	6.00%
L-Glutamine	259.75	35	740	330.94	49	682	(21.51)%	(27.69)%	8.55%
Beta Alanine	243.49	66	368	193.83	42	464	25.62%	58.44%	(20.71)%
Total Others	4,193.66	413	1,017	2,758.03	339	813	52.05%	21.57%	25.07%
Total	13,137.78	2,936	447	8,698.05	1,555	559	51.04%	88.85%	(20.02)%

From the table above, it is evident that there has been an 88.85% growth in the quantity sold of our products. In cases where there was a decrease in quantity sold, the price of the products increased, and vice versa. This dual impact contributed significantly to the companys revenue growth over the year. The lower prices of Glycine resulted in higher volumes sold to our customers. Additionally, Creatinine Monohydrate 200 Mesh and Inositol experienced increased demand from certain customers. Our revenue growth in products such as L-Carnitine, BCAA 2:1:1, Taurine, and Rutin was primarily driven by an increase in volumes. This two-fold effect helped the company to improve it revenue over the year.

2. Our company introduced approximately 115 new products, which together contributed 213.51 lakhs to our revenue in

Fiscal 2023. Below are the top 10 new products that made the largest contribution to our total revenue.

New Products	Qty (kgs)	Price/kg	Amt (Rs in Lakhs)
Alanyl Glutamine	760	5600	42.56
Resverastrol	199	18314.57	36.45
Alkalized Cocoa Powder Dark Brown BC 710	13001	175.03	22.76
Cytidine 5 Monophosphate	271	7047.97	19.10
3-N-Butylphthalide	25	70000	17.50
L-Citrulline DL- Malate	2477	645.35	15.99
Resveratrol	50	17000	8.50
Alkalized Cocoa Powder Light Brown BC310	5000	168	8.40
5-HTP (Hydroxytryptophan)	50	15720	7.86
Alkalized Cocoa Powder Black BC 910	2500	200	5.00

3. In Fiscal 2023 our company also tried hands attending and participating as an exhibitor in the exhibitions. Doing so company onboarded 19 new customers in the very first exhibition in fiscal 2023. These new customers contributed almost.

Other Income

Other income had decreased by 31.71% from 45.16 lakhs in Fiscal 2022 to 30.84 lakhs in Fiscal 2023, due to decrease in Foreign Currency Fluctuation Gain from 44.58 lakhs in Fiscal 2022 to 30.72 lakhs in Fiscal 2023.

Purchase of stock in trade

Purchase of stock in trade has increased by 57.16% from 7627.08 lakhs in Fiscal 2022 to 11986.40 Lakhs in Fiscal 2023.

This increase was primarily due to decreased in purchase of stock in trade from 7,261.68 lakhs in Fiscal 2022 to 11,657.11 lakhs in Fiscal 2023.

Increase/Decrease in Stock in Trade

Stock in Trade have increased by 582.68 lakhs from 189.56 lakhs in Fiscal 2022 to 772.24 lakhs in Fiscal 2023.

Employee Benefit Expenses

Employee benefit expenses had increased by 41.16% from 50.63 lakhs in Fiscal 2022 to 71.46 lakhs in Fiscal 2023. This was primarily due to increase in Salaries & wages from 37.65 lakhs in Fiscal 2022 to 46.31 lakhs in Fiscal 2023, Directors Remuneration from 12.00 lakhs in Fiscal 2022 to 24.00 lakhs in Fiscal 2023 and Contribution to provident and other funds from 0.98 lakhs in Fiscal 2022 to 1.16 lakhs in Fiscal 2023.

Finance Cost

Finance Cost had Increased by 304.72% from 14.49 lakhs in Fiscal 2022 to 58.65 lakhs in Fiscal 2023. This was primarily due to increase in interest expenses from 8.01 lakhs in Fiscal 2022 to 34.50 lakhs in Fiscal 2023 and other borrowing cost from 6.48 lakhs in Fiscal 2022 to 24.15 lakhs in Fiscal 2023 due to increase in Short-Term Borrowings.

Depreciation and Amortization Expenses

Depreciation had increased by 3170.68% from 0.78 lakhs in Fiscal 2022 to 25.45 lakhs in Fiscal 2023. This was primarily due to addition of Building of 517.59 lakhs during Fiscal 2023.

Other Expenses

Other expenses had increased by 9.85% from 507.59 lakhs in Fiscal 2022 to 557.61 lakhs in Fiscal 2023. The increase was primarily due to increase in transport expenses by 9.89 lakhs, advertisement expenses by 182.05 lakhs professional fees by 6.57 lakhs, CSR expenses by 7.56 lakhs, decrease in commission by 87.41 lakhs, labour charges by 42.27 lakhs in Fiscal 2023.

Tax Expenses

The Companys tax expenses had increased by 101.43 lakhs from 184.28 lakhs in the Fiscal 2022 to 285.71 lakhs in Fiscal 2023. This was primarily due to increase in current tax expenses during the year which got increased from 183.69 Lakhs in the Fiscal 2022 to 265.40 lakhs in the Fiscal 2023, deferred tax has increased from 0.59 Lakhs in the Fiscal 2022 to 1.89 lakhs in the Fiscal 2023 and tax provision written back of 18.42 Lakhs in the Fiscal 2023.

Profit after Tax

For Fiscal 2023, after accounting for taxes at the applicable rates, the Company reported a net profit of 766.02 lakhs, from 547.93 lakhs in Fiscal 2022. However, the profit margin decreased to 5.83% in Fiscal 2023, down from 6.30% in the previous year. This decline was primarily due to company has made advertisement expenditure of 193.95 lakhs in Fiscal 2022 which has reduced profitability of the company in relative terms. But in absolute terms company has made incremental profit of 218.09 lakhs during Fiscal 2023.

CASH FLOWS

Cash Flows

(Rs. in lakhs)

Particulars	March 31, 2025	March 31, 2024	March 31, 2023
Net Profit before tax	3,259.17	1,995.40	1,051.73
Operating profit before working capital changes	3,458.89	2,145.03	1,112.69
Income taxes paid	(610.72)	(497.38)	(365.03)
Net Cash from Operating Activities	396.95	(2.34)	5.90
Net Cash from Investing Activities	(425.06)	(18.77)	(526.35)
Net Cash from Financing Activities	304.61	15.38	532.78

Cash Flows from Operating Activities

For the financial year ended March 31, 2025

Our cash inflow from operating activities was at 396.95 lakhs as compared to the Profit Before Tax at 3,259.17 lakhs. Our operating profit before working capital changes was 3,458.89 lakhs for which was primarily adjusted against increase in

Inventories by 1,469.53 lakhs, increase in trade receivables by 1,418.86 Lakhs, decrease in loans and advances by 320.93 lakhs, increase in other current asset by 44.45 lakhs, increase in trade payables by 93.12 lakhs, increase in other current liabilities by 13.19 Lakhs, increase in short term provisions by 54.37 lakhs and Net income taxes paid of 610.72 lakhs.

For the financial year ended March 31, 2024

Our cash outflow from operating activities was 2.34 Lakhs for the financial year ended March 31, 2024. Our operating profit before working capital changes was 2145.03 Lakhs for the financial year ended March 31, 2024 which was primarily adjusted against increase in Inventories by 7.59 Lakhs, increase in trade receivables by 922.86 Lakhs, increase in loans and advances by 700.85 Lakhs, decrease in other current asset by 4.92 Lakhs, increase in other non current assets by 5.00 Lakhs, decrease in trade payables by 113.45 Lakhs, increase in other current liabilities by 93.14 Lakhs, increase in short term provisions by 1.70 lakhs and Net income taxes paid of 497.38 lakhs.

For the financial year ended March 31, 2023

Our cash inflow from operating activities was 5.90 Lakhs for the financial year ended March 31, 2023. Our operating profit before working capital changes was 1112.69 Lakhs for the financial year ended March 31, 2023 which was primarily adjusted against increase in inventories by 582.68 Lakhs, increase in trade receivables by 320.52 Lakhs, decrease in loans and advances by 127.23 Lakhs, increase in other current asset by 4.92 Lakhs, increase in trade payables by 238.32 lakhs, decrease in other current liabilities by 203.72 Lakhs, increase in short term provisions by 4.53 lakhs and Net income taxes paid of 365.03 lakhs.

For the financial year ended March 31, 2022

Our cash outflow from operating activities was 639.11 Lakhs for the financial year ended March 31, 2022. Our operating profit before working capital changes was 741.83 Lakhs for the financial year ended March 31, 2022 which was primarily adjusted against increase in Inventories by 189.56 Lakhs, increase in trade receivables by 1917.67 Lakhs, increase in loans and advances by 292.87 Lakhs, increase in trade payables by 828.99 Lakhs, increase in other current liabilities by 230.07 Lakhs, increase in short term provisions by 5.28 lakhs and Net income taxes paid of 45.16 Lakhs.

Cash Flows from Investment Activities

For the financial year ended March 31, 2025

Out cash outflow from investing activities was 425.06 lakhs. This was on account of Purchases of Fixed Assets of 405.48 lakhs and purchase of fixed deposit of 19.58 lakhs.

For the financial year ended March 31, 2024

Our cash outflow from investing activities was 18.77 lakhs. This was mainly on account of Purchases of Fixed Assets of 18.77 lakhs.

For the financial year ended March 31, 2023

Our cash outflow from investing activities was 526.35 lakhs. This was mainly on account of Purchases of Fixed Assets of 526.35 lakhs.

For the financial year ended March 31, 2022

Our cash outflow from investing activities was 54.77 lakhs. This was mainly on account of Purchases of Fixed Assets of 54.77 lakhs.

Cash Flows from Financing Activities

For the financial year ended March 31, 2025

Our cash inflow from financing activities was 304.61 lakhs. This was mainly on account of repayment of Long-Term

Borrowings of 9.57 lakhs, proceeds from Short-Term Borrowings of 457.64 lakhs, minority interest movement of 0.35 lakhs and Interest paid of 143.11 lakhs.

For the financial year ended March 31, 2024

Our cash inflow used in financing activities was 15.38 lakhs. This was mainly on account of repayment of Long-Term Borrowings of 8.93 lakhs, proceeds from Short-Term Borrowings of 130.47 lakhs and Interest paid of 106.16 lakhs.

For the financial year ended March 31, 2023

Our cash inflow from financing activities was 532.78 lakhs. This was mainly on account of repayment of Long-Term Borrowings of 8.35 lakhs, proceeds from Short-Term Borrowings of 575.48 lakhs and Interest paid of 34.36 lakhs.

For the financial year ended March 31, 2022

Our cash inflow from financing activities was 692.92 lakhs. This was mainly on account of Issuance of Share Capital of 134.70 lakhs, proceeds from Long-Term Borrowings of 37.04 lakhs, proceeds from Short-Term Borrowings of 529.04 lakhs and Interest paid of 7.86 lakhs.

RELATED PARTY TRANSACTIONS

Related party transactions with certain of our promoter, directors and their entities and relatives primarily relate to remuneration, salary, commission and issue of Equity Shares. For further details of related parties kindly refer chapter titled

" Restated Consolidated Financial Statements" beginning on page 265 of this Red Herring Prospectus.

OFF-BALANCE SHEET ITEMS

We do not have any other off-balance sheet arrangements, derivative instruments or other relationships with any entity that have been established for the purposes of facilitating off-balance sheet arrangements.

QUALIFICATIONS OF THE STATUTORY AUDITORS WHICH HAVE NOT BEEN GIVEN EFFECT TO IN THE RESTATED CONSOLIDATED FINANCIAL STATEMENTS

There are no qualifications in the audit report that require adjustments in the Restated Consolidated Financial Statements.

QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Financial Market Risks

Market risk is the risk of loss related to adverse changes in market prices, including interest rate risk. We are exposed to interest rate risk, inflation and credit risk in the normal course of our business.

Interest Rate Risk

Our financial results are subject to changes in interest rates, which may affect our debt service obligations in future and our access to funds.

Effect of Inflation

We are affected by inflation as it has an impact on the salary, wages, etc. In line with changing inflation rates, we rework our margins so as to absorb the inflationary impact.

Credit Risk

We are exposed to credit risk on monies owed to us by our customers. If our customers do not pay us promptly, or at all, we may have to make provisions for or write-off such amounts.

OTHER MATTERS

Details of Default, if any, Including Therein the Amount Involved, Duration of Default and Present Status, in Repayment of Statutory Dues or Repayment of Debentures or Repayment of Deposits or Repayment of Loans from any Bank or Financial Institution

Except as disclosed in chapter titled "Restated Consolidated Financial Statements" beginning on page 265 of this Red Herring Prospectus, there have been no defaults in payment of statutory dues or repayment of debentures and interest thereon or repayment of deposits and interest thereon or repayment of loans from any bank or financial institution and interest thereon by the Company.

Material Frauds

There are no material frauds, as reported by our statutory auditor, committed against our Company, in the last three Fiscals.

Unusual or infrequent events or transactions

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

Significant Economic Changes that Materially Affected or are Likely to Affect Income from Continuing Operations

Indian rules and regulations as well as the overall growth of the Indian economy have a significant bearing on our operations. Major changes in these factors can significantly impact income from continuing operations. There are no significant economic changes that materially affected our Companys operations or are likely to affect income from continuing operations except as described in chapter titled "Risk Factors" beginning on page 31 of this Red Herring Prospectus.

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

Other than as described in the section titled "Risk Factors" and chapter titled "Managements Discussion and Analysis of

Financial Conditions and Results of Operations", beginning on page 31 and 302 of this Red Herring Prospectus respectively to our knowledge there are no known trends or uncertainties that have or had or are expected to have a material adverse impact on revenues or income of our company from continuing operations.

Future relationship between Costs and Income

Other than as described in the section titled "Risk Factors" beginning on page 31 of this Red Herring Prospectus, to our knowledge there are no factors, which will affect the future relationship between costs and income or which are expected to have a material adverse impact on our operations and finances.

The extent to which material increases in revenue or income from operations are due to increased volume, introduction of new products or services or increased prices

Changes in revenue in the last three financial years are as explained in the part "Financial Year 2023-24 compared with financial year 2022-23 and Financial Year 2022-23 Compared with Financial Year 2021-22" above.

Significant dependence on a single or few Suppliers or Customers

Our revenue is not dependent on a single or a few customers /suppliers.

Status of any publicly announced new products or business segments

Please refer to the chapter titled "Our Business" beginning on page 182 of this Red Herring Prospectus for new products or business segments.

The extent to which the business is seasonal

Our business is not seasonal in nature.

Competitive Conditions

Competitive conditions are as described in the Chapter "Our Business" beginning on page 182 of the Red Herring Prospectus.