Popular Foundations Ltd Management Discussions

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of financial condition and results of operations together with our financial statements included in this Draft Prospectus. The following discussion relates to our Company and is based on our restated financial statements. Our financial statements have been prepared in accordance with Indian GAAP, the accounting standards and other applicable provisions of the Companies Act.

Note: Statement in the Management Discussion and Analysis Report describing our objectives, outlook, estimates, expectations or prediction may be "Forward looking statement" 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

Popular Foundations, with over 25 years of experience, specializes in Engineering and Construction Activities, providing comprehensive end-to-end solutions in the construction sector. The company is dedicated to building practices catering to various verticals such as factories, educational institutions, commercial, and residential projects. However, it strategically directs its focus towards non-residential and non-governmental projects in the realm of civil construction in and around Chennai.

Equipped with expertise in Engineering, Architecture, and interior and exterior fit-outs, Popular Foundations has gained recognition among numerous educational institutions, industries, and commercial establishments in Tamilnadu. The company has successfully undertaken projects in Pondicherry, Tanjore, Bangalore, Trichy, Madurai, Vizhuppuram, Coimbatore besides Chennai. Its reputation is built on continued customer patronage, goodwill, and a commitment to delivering high-quality construction solutions.

Originally, the business operated as a Proprietary Concern. On November 30, 1998, this proprietary business underwent a transformation into a Private Limited Company, known as Popular Foundations Private Limited. Subsequently, pursuant to a special resolution of our Shareholders passed in the extra ordinary general meeting held on December 09, 2023 our Company was converted from a private limited company to a public limited company. The driving forces behind the company are our Promoters, Mr. Ananthanarayanan Sankaralingam Venkatesh and Mrs. Vinita Venkatesh. Mr. A. S. Venkatesh, an Engineer by Profession from IIT, Madras, and a postgraduate Management Degree holder from IIM, Ahmedabad, entered the business immediately after completing his education, following in the footsteps of his father. Mrs. Vinita Venkatesh is also a postgraduate in Management from IIM, Ahmedabad. While Mr. A. S. Venkatesh takes care of the business and technical aspects, Mrs. Vinita Venkatesh manages the administrative side of the company. With more than three decades of personal experience in the construction field, especially in institutional and hospitality buildings, Mr. A. S. Venkatesh has led the company to construct numerous Engineering Colleges, Medical Colleges, Nursing Colleges, Schools, Students Hostels, etc., in Tamilnadu.

FACTORS AFFECTING OUR RESULT OF OPERATIONS

Except as otherwise stated in this Draft Prospectus, the following important factors could cause actual results to differ materially from the expectations include, among others:

1. Successful implementation of our growth strategy, expansion plans, and adaptation to technological changes.

2. Recruitment, retention, and management of our management team and workforce, both skilled and unskilled.

3. Protection of our intellectual property rights and avoidance of infringement on others intellectual property.

4. Increased competition within the construction industry.

5. Adherence to regulations set forth by governing authorities in our operational jurisdictions.

6. Economic conditions at local, regional, and national levels impacting our markets.

7. Effective management of various operational risks, including legal, regulatory, economic, social, and political factors.

8. Market recessions affecting the construction sector.

9. Changes in laws and regulations relevant to our industries.

10. Impact of inadequate infrastructure on our operations.

11. Fulfillment of capital expenditure requirements.

12. Adaptation to evolving technology trends within our industry.

13. Successful completion of our projects.

14. Timely acquisition of approvals, licenses, registrations, and permits.

15. Political, social, and economic conditions in India and potential new markets.

16. Occurrence of natural disasters affecting our operational areas.

17. Management of conflicts of interest with affiliated companies and related parties.

18. Performance of financial markets domestically and internationally.

19. Outcomes of ongoing legal proceedings.

20. Expansion of our operational footprint.

21. Ownership concentration among our promoters.

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

a) Basis of preparation of Financial Statements:

The restated summary statement of assets and liabilities of the Company as at September 30 2023, March 31, 2023, 2022 and 2021 and the related restated summary statement of profits and loss and cash flows for the period/year ended September 30 2023, March 31, 2023, 2022 and 2021 (herein collectively referred to as ("Restated Summary Statements") have been compiled by the management from the audited Financial Statements for the period/year ended on September 30 2023, March 31, 2023, 2022 and 2021. Restated Summary Statements have been prepared to comply in all material respects with the provisions of Part I of Chapter III of the Companies Act, 2013 (the "Act") read with Companies (Prospectus and Allotment of Securities) Rules, 2014, Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("ICDR Regulations") issued by SEBI and Guidance note on Reports in Companies Prospectuses (Revised 2019) ("Guidance Note"). Restated Summary Statements have been prepared specifically for inclusion in the offer document to be filed by the Company with the BSE in connection with its proposed IPO. The Companys management has recast the Financial Statements in the form required by Schedule III of the Companies Act, 2013 for the purpose of restated Summary Statements.

The Restated Financial Statements are prepared and presented under the historical cost convention and evaluated on a going-concern basis using the accrual system of accounting in accordance with the accounting principles generally accepted in India (Indian GAAP) and the requirements of the Companies Act, including the Accounting Standards as prescribed by the Section 133 of the Companies Act, 2013 ("the Act") read with Rule 7 of Companies (Accounts) Rules, 2014.

All assets and liabilities have been classified as current and non-current as per normal operating cycle of the Company and other criteria set out in the Schedule III of the Companies Act, 2013.

b) Use of Estimates:

The preparation of the Financial Statements in conformity with Indian GAAP requires the Management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including contingent liabilities) and the reported income and expenses during the period/year. The Management believes that the estimates used in preparation of the Financial Statements are prudent and reasonable. Future results could differ due to these estimates and the differences between the actual results and the estimates are recognised in the periods in which the results are known / materialise.

c) Impairment of Assets:

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value. Recoverable amount is the higher of an assets net selling price and its value in use. Value in use is the present value of estimated future cash flows expected to arise from the continuing use of the asset and from its disposal at the end of its useful life. Net selling price is the amount obtainable from sale of the asset in an arms length transaction between knowledgeable, willing parties, less the costs of disposal. An impairment loss is charged

to the Statement of Profit and Loss in the period/year in which an asset is identified as impaired. The impairment loss recognised in prior accounting periods is reversed if there has been a change in the estimate of the recoverable value.

d) Provisions and Contingent Liabilities:

Provision involving substantial degree of estimation in measurement is recognized when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent liabilities are not recognized but are disclosed in the notes. Contingent assets are neither recognized nor disclosed in the Financial Statements.

e) Cash and Cash Equivalents:

Cash and cash equivalents comprises Cash-in-Hand, Short-term Deposits and Balance in Current Accounts with Banks. Cash equivalents are short-term balances (with an original maturity of three months or less from the date of acquisition), highly liquid investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value.

f) Inventories:

Inventories comprises of Stock- in-trade (Spares & Components).

Closing Stock is valued at Cost or Net Realisable Value whichever is lower. Cost of Stock-in-trade comprises of cost of purchase and other costs incurred in bringing them to their respective present location and condition.

g) Revenue Recognition:

Revenue from sale of goods net of returns is recognized on dispatch or appropriation of goods in accordance with the terms of sale and is inclusive of excise duty as and when applicable, Price escalation claims are recognized to the extent there is reasonable certainty of its realization.

h) Other Income:

Interest income is accounted on accrual basis. Income other than interest income is accounted for when right to receive such income is established.

i) Earnings per Share:

Basic earnings per share is computed by dividing the profit/ (loss) after tax (including the post-tax effect of extraordinary items, if any) by the weighted average number of equity share outstanding during the period. Diluted earnings per share is computed by dividing the profit/ (loss) after tax (including the post-tax effect of extraordinary items, if any) as adjusted for dividend, interest and other charges to expense or income (net of any attributable taxes) relating to the dilutive potential equity shares, by the weighted average number of equity shares which could have been issued on the conversion of all dilutive potential equity shares.

j) Taxation & Deferred Tax:

Income taxes are accounted for in accordance with Accounting Standard (AS-22) - "Accounting for taxes on income", notified under Companies (Accounting Standard) Rules, 2014. Income tax comprises of both current and deferred tax.

Current tax is measured on the basis of estimated taxable income and tax credits computed in accordance with the provisions of the Income Tax Act, 1961.

The tax effect of the timing differences that result between taxable income and accounting income and are capable of reversal in one or more subsequent periods are recorded as a deferred tax asset or deferred tax liability. They are measured using substantially enacted tax rates and tax regulations as of the Balance Sheet date.

Deferred tax assets arising mainly on account of brought forward losses and unabsorbed depreciation under tax laws, are recognized, only if there is virtual certainty of its realization, supported by convincing evidence. Deferred tax assets on account of other timing differences are recognized only to the extent there is a reasonable certainty of its realization.

k) Segment Reporting:

The accounting policies adopted for segment reporting are in line with the accounting policies of the Company. Segment revenue, segment expenses, segment assets and segment liabilities have been identified to segments on the basis of their relationship to the operating activities of the segment. Inter-segment revenue is accounted on the basis of transactions which are primarily determined based on market / fair value factors.

Revenue and expenses have been identified to segments on the basis of their relationship to the operating activities of the segment.

Revenue, expenses, assets and liabilities which relate to the Company as a whole and are not allocable to segments on reasonable basis have been included under "unallocated revenue / expenses / assets / liabilities".

RESULTS OF OUR OPERATIONS

							(Amount Rs. in Lakhs)
Sr N o " Particulars	Not e No.	For the Period ended Septembe r 30, 2023	% of Total	For The Year Ended 31st March 2023	% of Total	For The Year Ended 31st March 2022	% of Total	For The Year Ended 31st March 2021	% of Total
A. Revenue:
Revenue from				4709.5		2589.4		2027.8
Operations	B.1	1884.54	99.56%	5	97%	0	98%	4	98%
Other income	B.2	8.29	0.44%	157.34	3%	40.77	2%	42.82	0.02%
Total			100.00	4866.8	100	2630.1	100	2070.6
Income		1892.83	%	9	%	7	%	6	100%
B. Expenses:
Cost Of Material				1979.9		2189.1
Consumed	B.3	721.86	38.14%	0	41%	1	83%	957.62	46%
Change in Inventories of WIP, Finished Goods & Stock in Trade	B.4	(187.56)	(10)%	441.99	9%	(858.36)	(0.33%)	(87.58)	(0.04%)
Employees Benefit Expenses	B.5	160.51	8%	393.64	8%	364.84	14%	302.73	15%
Finance costs	B.6	76.40	4%	155.32	3%	197.29	0.08%	179.39	0.09%
Depreciation and Amortization	B.7	11.38	1%	32.74	1%	29.70	1%	24.51	1%
Other				1727.8
expenses	B.8	834.35	44%	9	36%	669.47	25%	722.16	35%
Total				4731.4		2592.0		2098.8
Expenses		1616.94	85%	9	97%	5	99%	4	101%
Profit before exceptional and extraordinar y items and tax		275.90	14.58%	135.40	2.78%	38.12	1.45%	(28.18)	(1.36%)
Exceptional Items		-						.
Profit before extraordinar y items and tax		275.90	14.58%	135.40	2.78%	38.12	1.45%	(28.18)	(1.36%)
Extraordinary items		-		-		-		-
Profit before tax		275.90	14.58%	135.40	2.78%	38.12	1.45%	(28.18)	(1.36%)
Tax expense
Current tax		67.60	3.57%	16.82	0.35%	-		6.06	0.29%
Deferred Tax	B.9	1.51	0.28%	(1.05)	(0.02%)	1.49	0.06%	(12.69)	(0.62%)
Profit (Loss) for the period from continuing operations		206.78	10.92%	119.64	2.46%	36.62	1.39%	(21.56)	(1.03%)

**Total Refers To Total Revenue

KEY COMPONENTS OF COMPANYS PROFIT AND LOSS STATEMENT

• Revenue from operations: revenue from operations mainly consists of sales of products.

• Other income: other income consists of discounts and rebates, subsidies, interest income, refund of duty drawback, profit on sale of fixed assets, interest on electricity, and rate difference.

• Expenses: the companys expenses consists of cost of material consumed, increase/decrease in stock in trade, employee benefit expenses, finance cost, depreciation and amortization expense, and other expenses.

• Cost of material consumed: cost of material consumed consists of opening stock, purchase of raw material, direct expenses, and closing stock.

• Increase/decrease in inventories: changes in inventories of finished goods, semi-finished goods, and stock in trade consist of the difference between the opening and closing value of stock.

• Employee benefits expense: employee benefit expenses include salaries and wages, contribution to provident and other funds, bonus, managerial remuneration, gratuity expenses, and staff welfare expenses.

• Finance cost: finance cost includes interest paid on borrowings, delayed payment of statutory dues, and bank charges.

• Depreciation and amortization expense: we recognize depreciation and amortization expense on a SLM basis as per the rates set forth in the companies act, 2013/ companies act, 1956, as applicable.

• Other expenses: other expenses include factory expenses, power & fuel, repair and maintenance expenses, freight outward, etc.

Review of operations for the period ended on September 30, 2023:

Components of Profit and Loss Account

Total Income

Total income comprises of revenue from operations and other income.

Revenue from Operations

Revenue from operation for the period ended on September 30, 2023 amounting to Rs. 1,884.54 Lakhs represent 99.56% of total revenue respectively.

Other Income

Other Income amounting to Rs. 8.29 Lakhs represent 0.44% of total revenue respectively.

Expenses

Cost of Material Consumed

Cost of Material Consumed amounting to Rs. 721.86 Lakhs represent 38.14% of total revenue respectively.

Change in Inventories of WIP , Finished Goods & Stock In Trade

The Change in Inventories Of Finished Goods, Work In Progress And Stock amounting to Rs. (187.56) Lakhs represent (9.91%) of total revenue respectively.

Employee Benefit Expenses

Employee Benefits Expenses amounting to Rs. 160.51 Lakhs represent 8.48% of total revenue respectively

Finance costs

Finance Costs amounting to Rs. 76.40 Lakhs represent 4.04% of total revenue respectively

Other Expenses

Other expenses amounting to Rs. 834.35 Lakhs represent 44.08% of total revenue respectively.

Provision for Tax

The provision for current taxation is computed in accordance with relevant tax regulation. Deferred tax is recognized on timing differences between the accounting and the taxable income for the year and quantified using the tax rates and laws enacted or subsequently enacted as on balance sheet date.

Deferred tax assets are recognized and carried forward to the extent that there is a virtual certainly that sufficient future taxable income will be available against which such deferred tax assets can be realized in future.

For the year ended March 31st, 2023

Total Income

The total income of the company for the year ended March 31, 2023 was t 4,866.89Lakhs.

Revenue from Operations

Revenue from operations of the company for the year ended March 31,2023 was t 4,709.55 Lakhs Other Income

Other Income of the company for the year ended March 31, 2023 was Rs. 157.34 Lakhs

Expenses

Cost of Material Consumed

For the year ended March 31st, 2023, the Company incurred cost for raw materials t 1979.90 Lakhs.

Change in Inventories of WIP, Finished Goods & Stock In Trade

The change in inventories of, Work-In-Progress, Finished Goods and Stock-In-Trade was at t 441.99 lakhs as at the end of March 31, 2023

Employee Benefit Expenses

For the year ended March 31st, 2023, the Company incurred for employee benefit expenses t 393.64 Lakhs. Finance Costs

The finance costs for the year ended March 31st, 2023 was t 155.32 Lakhs.

Other Expenses

For the year ended March 31st, 2023, other expenses were Rs. 1727.89 Lakhs.

Profit/ (Loss) before Exceptional and Extraordinary items and Tax

The Company had reported a profit before tax for the year ended March 31st, 2023 of Rs. 135.40 Lakhs.

Tax Expenses

Tax expenses for the year ended March 31^st , 2023 was , current tax of Rs. 16.82 lakhs and deferred tax of Rs. (1.05)

Profit/ (Loss) for the periodfrom continuing operations

Profit after tax for the year ended March 31st, 2023 was at Rs. 119.64 Lakhs.

Fiscal 2023 compared with fiscal 2022 Total Income

The total income of the company for fiscal year 2023 was Rs. 4866.89 Lakhs against Rs.2630.17 Lakhs total income for Fiscal year 2022. An increase of 85% in total income. This increase was due to increase in volume of sales due to better performance.

Revenue from Operations

Our revenue from operations is Rs.4,709.55 Lakhs for the financial year 2022-23 as compared to Rs.2,589.40 Lakhs for the financial year 2021-22 representing an increase of 81.89%.

Other Income

Other income is Rs.157.34 Lakhs for the financial year 2022-23 as compared to Rs.40.77 Lakhs for the financial year 2021-22 representing an increase of 285.92% .

Expenses Cost of Material Consumed

Cost of Material Consumed decreased by 9.56% from Rs.1,979.90 Lakhs in Financial Year Ended March 31, 2023 To Rs. 2,189.11 Lakhs In Financial Year Ended March 31, 2022.

Change in Inventories of WIP, Finished Goods & Stock In Trade

The Change in Inventories Of Finished Goods, Work In Progress And Stock Was At Rs. 441.99 Lakhs In Financial Year Ended March 31, 2023 and Rs. (858.36) Lakhs In Financial Year Ended March 31, 2022.

Employee Benefit Expenses

Employee Benefits Expenses increased by 7.89% from Rs. 364.84 lakhs in Financial Year ended March 31, 2022 to Rs. 393.64 lakhs in Financial Year ended March 31, 2023

Finance Costs

Finance cost has decreased by 21.27% to Rs. 155.32 lakhs in Financial Year ended March 31, 2023 from Rs. 197.29 lakhs in Financial Year ended March 31, 2022.

Other Expenses

In fiscal 2023, other expenses were Rs.1727.89 Lakhs and Rs.669.47 Lakhs in fiscal 2022. This increase of 158% is due to steep increase in labour costs on account of more projects. The percentage of Labour & Revenue was 25% in 2022. Whereas it was 36% in 2023.

Profit/ (Loss) before Exceptional and Extraordinary items and Tax

The Company had reported a profit before tax for the Fiscal 2023 of Rs.135.40 Lakhs against profit before tax of Rs.38.12 Lakhs in Fiscal 2022, a 255% increase.

Tax Expenses

Our tax expenses for the financial year 2022-23 amounted to Rs.15.77 Lakhs as against tax expenses of Rs.1.65 Lakhs for the financial year 2021-22. The net increase of Rs.14.12 is on account of increase in current tax.

Profit/ (Loss) for the period from continuing operations

Profit after tax for the Fiscal 2023 was at ^119.64 Lakhs against profit after tax of Rs.36.47 lakhs in fiscal 2022, a 228% increase.

Fiscal 2022 compared with fiscal 2021 Income

The total income of the company for fiscal year 2022 was Rs. 2630.17 Lakhs against Rs. 2070.66 Lakhs total income for Fiscal year 2021. An increase of 27% is due to increase in volume of sales.

Expenditure

Purchase of Stock in Trade

In Fiscal 2022, the Company incurred cost of purchase of stock in trade Rs. 2189.11 Lakhs against Rs.957.62 Lakhs expenses in fiscal 2021. An increase of 128.60% is due to increase in raw material consumption and increase in WIP from 87.58 lakhs to 858.36 Lakhs in 2023.

Employee Benefit Expenses

In Fiscal 2022, the Company incurred for employee benefit expenses Rs.364.84 Lakhs against Rs.302.73 Lakhs expenses in fiscal 2021. An increase of 21% is due to incremental cost of labour.

Finance Costs

The finance costs for the fiscal 2022 was Rs. 197.29 Lakhs while it was Rs. 179.39 Lakhs for fiscal 2021. This increase of 10% is due to increase in Secured loans.

Other Expenses

In fiscal 2022, other expenses were Rs. 669.47 Lakhs and Rs. 722.16 Lakhs in fiscal 2021. A decrease of 7.30% is due to normal escalation in prices. Increase is as estimated.

Profit/ (Loss) before Tax

The Company had reported a profit before tax for the Fiscal 2022 of Rs. 38.12 Lakhs against Profit before tax of (Rs. 28.18) Lakhs in Fiscal 2021, a235% decrease. This is due to processing for gratuity Liability in 2020-21 and group of expenses.

Profit/ (Loss) after Tax

Profit after tax for the Fiscal 2022 was at Rs.36.47 Lakhs against profit after tax of Rs.-21.39 Lakhs in fiscal 2021, a 271% decrease. This was due to processing for gratuity liability in 2020-21 and regrouping of expenses.

Cash Flows

	(Amount f in lakhs)
	For the year ended March 31
Particulars	2023	2022	2021
Net Cash from Operating Activities	713.86	(12.80)	87.72
Net Cash from Investing Activities	0.08	(188.39)	(67.49)
Net Cash used in Financing Activities	(700.50)	194.37	(1.62)

Cash Flows from Operating Activities

Net cash from operating activities for the year ended 31st March 2023, was Rs. 713.86 Lakhs as compared to the Profit Before Tax at Rs. 135.40 Lakhs. Net cash from operating activities for fiscal 2022 was at Rs. (12.80) Lakhs as compared to the Profit Before Tax at Rs. 38.12 Lakhs while for fiscal 2021, net cash from operating activities was at Rs. 87.72 Lakhs as compared to the Profit Before Tax at Rs. (28.18) Lakhs.

Cash Flows from Investment Activities

Net cash from investing activities for the year ended 31st March 2023 was t 0.08 Lakhs due to Purchase of Fixed Assets. Net cash flow from investing activities for fiscal 2022 was at t (188.39) Lakhs due to Purchase of Fixed Assets. While for fiscal 2021, net cash flow from investing activities was at t (67.49) Lakhs due to Purchase of Fixed Assets

The details of adjustment are as under. (Year-wise)

Particulars	2023	2022	2021
Sale/(purchase) of investments	7.13	-	-
Interest income	9.74	2.58	2.33
Purchase of fixed assets	(21.14)	(195.15)	(36.62)
Sale of fixed assets	2.50	0.23	-
Increase in other non-current assets	1.85	3.95	(33.20)
Net cash from investing activities (b)	0.08	(188.39)	(67.49)

Cash Flows from Financing Activities

Net cashflow from financing activities for the year ended 31st March 2023 was t (700.50) Lakhs. Net cash from financing activities for fiscal 2022 was at t 194.37 Lakhs due net increase in borrowings of Rs. 194.37 Lakhs, while for fiscal 2021, net cash from financing activities was at t (1.62) Lakhs also due net repayment of borrowings.

Particulars	2023	2022	2021
Interest paid on borrowings	(155.32)	(197.29)	(179.39)
Proceeds/(repayment) of borrowings	(525.18)	391.66	178.74
Dividend paid	(20.00)	-	-
Prior period items	-	-	(0.98)
Net cash from financing activities (c)	(700.50)	194.37	(1.62)

OTHER MATTERS

1. Unusual or infrequent events or transactions:

There have been no unusual trends or events in our business activities, and no unusual or infrequent transactions have occurred.

2. Significant economic changes affecting income from continuing operations:

Aside from potential economic policy changes impacting our industry in India, there have been no other significant economic shifts that could materially affect our income from ongoing operations.

3. Known trends or uncertainties impacting sales, revenue, or income: Apart from the risks outlined in the "Risk Factors" section beginning on page 24 of the Draft Prospectus, we do not foresee any other known trends or uncertainties that could have a material adverse impact on our revenue or income from continuing operations.

4. Future changes in the relationship between costs and revenues: Our companys future costs and revenues will be influenced by the growth of the industry in which we operate.

5. Increases in net sales or revenue and introduction of new products or services:

Increases in revenue are primarily linked to growth in our business volume.

6. Status of any publicly announced new business segments:

Our company has not made any announcements regarding new business segments.

7. Seasonality of business: Our business operations are not subject to seasonal fluctuations.

8. Dependence on a few customers/clients:

As our company is primarily engaged in construction activities, we do not depend on a small number of customers.

9. Competitive conditions: Competitive conditions are described in detail in the "Industry Overview" and "Business Overview" sections beginning on pages 83 and 95, respectively, of the Draft Prospectus.

SIGNIFICANT DEVELOPMENTS AFTER SEPTEMBER 30, 2023

Since the date of the stub period as disclosed in this Draft Prospectus, there have not arisen any circumstance that materially or adversely affect or are likely to affect the profitability of the Company or the value of its assets or its ability to pay its material liabilities within the next twelve months except as disclosed in this chapter.