Iware Supplychain Services Ltd

Risks

• The company business is dependent on the sale of its services to certain key Industries and certain customers including the company Promoter Group Companies. The negative change in industry and/or loss of any of these customers or loss of revenue from sales to these customers could have a material adverse effect on its business, financial condition, results of operations and cash flows.

• The company depends on third parties to acquire vehicles utilized in its transportation operations. Further, market instability, including changes in fuel costs may adversely impact the company`s operations and financial performance.

• The Company may experience the effects of seasonality which may result in operating results fluctuating significantly.

• The Company does not verify the contents of freights/ packages transported by them, thereby exposing to the risk associated with hazardous materials etc.

• The Company operates in a highly fragmented industry and faces intense competition.

• The company does not own the premises in which its registered office is located and the same are on lease arrangement. Any termination of such lease/license and/or non-renewal thereof and attachment by Property Owner could adversely affect its operations.

• Its business heavily relies on the expertise and guidance of the company Directors and Key Managerial Personnel to ensure sustained success. The loss of any of them could have a significant impact on the company.

• Variation in the utilization of the net proceeds.

• Its business is dependent on the sale of the company services to certain key Industries and certain customers including its Promoter Group Companies. The negative change in industry and/or loss of any of these customers or loss of revenue from sales to these customers could have a material adverse effect on its business, financial condition, results of operations and cash flows.

• There are outstanding legal proceedings involving the Company and one of its Promoters/ Directors. Any adverse outcome in such proceedings may have an adverse impact on its reputation, business, financial condition, results of operations and cash flows.

• Its inability to manage the company diversified operations may have an adverse effect on its business, results of operations, financial condition and cash flows. Failures to improve diversification of its revenue streams exposes the company to risk of concentration of revenue from transportation verticals.

• In case of its inability to obtain, renew or maintain the statutory and regulatory licenses, permits and approvals required to operate its business it may have a material adverse effect on the company business.

• The company depends on third parties to acquire vehicles utilized in its transportation operations. Further, market instability, including changes in fuel costs may adversely impact the company`s operations and financial performance.

• Its top five states contribute the company major revenue for year ended 31st March 2025, 2024, 2023. Any loss of business from one or more of these states may adversely affect its revenues and profitability.

• A major portion of its expenses is incurred in Lorry hire charges that are included in the head "other expenses". Its Inability to effectively reduce and control these expenses may adversely impact its profitability in the future.

• Its may not be able to acquire warehouses and other logistics facilities in desirable locations that are suitable for its expansion at commercially reasonable prices and the company expansion plans may be delayed or affected by various factors.

• Accidents could result in the slowdown or stoppage of its operations and could also cause damage to life and property.

• Its business is dependent on the road network in India and the company ability to utilize its vehicles in an uninterrupted manner. Any disruptions or delays in this regard could adversely affect it and lead to a loss of reputation and/ or profitability.

• Its business is affected by prevailing economic conditions in India and indirectly affected by changes in consumer spending capacity in the sectors the company serve within India.

• The company has in past entered into related party transactions and its may continue to do so in the future.

• There may be potential conflict of interests between the Company, Group Company and other venture or enterprises promoted by its promoter or directors.

• The average cost of acquisition of Equity Shares by its Promoters, is lower than the Issue Price of Equity Share.

• The Company requires a significant amount of working capital for continuing growth. Its inability to meet the company working capital requirements may adversely affect its results of operations.

• Excessive dependence on Banks in respect of Loan facilities obtained by the Company.

• There are certain discrepancies and non- compliances noticed in some of its financial reporting and/or records relating to filing of returns and deposit of statutory dues with the taxation and other statutory authorities such as Ministry of Corporate Affairs, Income Tax and GST.

• Some of the details mentioned in the respective KYC and personal Documents of persons forming part of Promoter and promoter group are not same in all KYC documents.

• Any non-compliance, default or regulatory action on any person or entities belonging to Promoter Group could adversely affect its business reputation and operations.

• Its Promoters and Directors have provided personal guarantees for financing facilities availed by the Company and may in the future provide additional guarantees and any failures or default by the Company to repay such facilities in accordance with the terms and conditions of the financing agreements could trigger repayment obligations on them, which may impact their ability to effectively service their obligations as its Promoters and Directors and thereby, adversely impact its business and operations.

• The Company does not verify the contents of freights/packages transported by them, thereby exposing to the risk associated with hazardous materials etc.

• The Company has availed unsecured loans which are repayable on demand. Any demand from lenders for repayment of such unsecured loans, may adversely affect its cash flows.

• The company has not yet placed orders in relation to the funding Capital expenditure through civil work required for Construction of warehouses at its facilities located at Survey No. 803, 804 Paiki 1, 804 Paiki 2 & 804 Paiki 3, Chadvada, Bhachau, Kutch, Gujarat - 370140, which is proposed to be financed from the Issue proceeds of the IPO. In the event of any delay in placing the orders, or in the event the vendors are not able to provide the equipment in a timely manner, or at all, may result in time and cost over-runs and its business, prospects and results of operations may be adversely affected.

• Any adverse development affecting the growth of trade volumes and freight rates may have an adverse effect on its business, results of operations and financial condition.

• Losses occurred by Group Companies.

• Failures in IT systems and infrastructure supporting its system and operations could significantly disrupt the company operations and have a material adverse effect on its business, results of operations, cash flows and financial condition.

• The Company relies on a scaled, automated and unified network infrastructure, largely comprising of logistics and transportation facilities.

• Unverified Warehouse Area and Unregistered Land Agreements.

• The Company operates in a labour-intensive industry and are subject to stringent laws.

• Its lenders have charge over the company movable and immovable properties in respect of finance availed by it.

• If the company is unable to maintain and enhance its brand and reputation, the sales of the company services may suffer which would have a material adverse effect on its business operations.

• The company could be harmed by employee misconduct or errors that are difficult to detect and any such incidences could adversely affect its financial condition, results of operations and reputation.

• Its insurance coverage may not be adequate to protect the company against certain losses and this may have a material adverse effect on its business.

• The company has not identified any alternate source of funding and hence any failures or delay on its part to mobilize the required resources or any shortfall in the Issue proceeds may delay the implementation schedule.

• The company has not entered into any long-term contracts with any of its clients.

• Promoters who are directors as well, hold Equity Shares in the Company and are therefore interested in the company performance in addition to their remuneration and reimbursement of expenses.

• Its may be unable to respond to changes in consumer demands and market trends in a timely manner.

• Its ability to pay dividends in the future may be affected by any material adverse effect on its future earnings, financial condition or cash flows.

• Interest rate fluctuations may adversely affect the Company`s business.

• The company has issued Equity Shares in the last twelve months at price lower than the Issue Price.

• The Issue price of its Equity Shares may not be indicative of the market price of the company Equity Shares after the Issue and the market price of its Equity Shares may decline below the issue price and you may not be able to sell your Equity Shares at or above the Issue Price.

• The price of its Equity Shares may be volatile, or an active trading market for the company Equity Shares may not develop.

• The requirements of being a public listed company may strain its resources and impose additional requirements.

• Industry information included in this Prospectus has been derived from industry sources. There can be no assurance that such third-party statistical, financial and other industry information is complete, reliable or accurate.

• There is no guarantee that its Equity Shares will be listed on the relevant stock exchange in a timely manner or at all.

• Sale of Equity Shares by its Promoters or other significant shareholder(s) may adversely affect the trading price of the Equity Shares.

• After this Issue, the price of the Equity Shares may be highly volatile, or an active trading market for the Equity Shares may not develop.

• The Issue price of its Equity Shares may not be indicative of the market price of the company Equity Shares after the Issue and the market price of its Equity Shares may decline below the issue price and you may not be able to sell your Equity Shares at or above the Issue Price.

• Within the parameters as mentioned in the chapter titled "Objects of this Issue on page 89 of this Prospectus, the Company`s management will have flexibility in applying the proceeds of this Issue. The fund requirement and deployment mentioned in the Objects of this Issue have not been appraised by any bank or financial institution.