Ashapura Logi.

Risks

• 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`s business.

• At present, the Company has applied for certain licenses and approvals and some of the approvals are yet to be applied. Its business requires it to obtain and renew certain registrations, licenses and permits from government and regulatory authorities and the failure to obtain and renew them in a timely manner may adversely affect its business operations and some of the approvals are required to be transferred in the name of `Ashapura Logistics Limited`.

• The company had over the years make arrangements with M/s. Transmarine Corporations (Partnership firm of its promoter/Related Party) to undertake the custom clearance.

• One of its Directors Sujith Chandrasekhar Kurup was disqualified under section 164 of the Companies Act, 2013, in the past for being director of M/s. Ansen & Kurupsen Logistics & Transportation Services Private Limited, which failed to file its Annual returns and Financial statements for a continuous period of 3 years.

• The Company is unable to trace certain filings pertaining to historical secretarial information, minutes of board and shareholders` meetings, copies of share transfer forms and certain records from the statutory registers.

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

• There are certain non-compliances noticed in some of its secretarial reporting and/or records relating to filing of returns.

• Any Penalty or demand raised by statutory authorities in future may adversely affect its financial position of 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.

• 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.

• Its Promoters and the Promoter Group will jointly continue to retain majority shareholding in the Company after the Issue, which will allow them to determine the outcome of the matters requiring the approval of shareholders.

• The average cost of acquisition of Equity Shares by the Promoters could be lower than the issue price.

• Any variation in the utilization of the Net Proceeds as disclosed in this Red Herring Prospectus shall be subject to certain compliance requirements, including prior approval of the shareholders of the Company.

• The Objects of the Issue for which funds are being raised are based on its management estimates and the same have not been appraised by any bank or financial institution or any independent agency. The deployment of funds in the project is entirely at its discretion, based on the parameters as mentioned in the chapter titled "Objects of the Issue".

• There is no monitoring agency appointed by the Company to monitor the utilization of the Issue proceeds and deployment of the issue is entirely at the discretion of the issuer.

• Its funding requirements and proposed deployment of the Net Proceeds of the Fresh Issue are based on management estimates. The company has not entered into any definitive arrangements to utilize certain portions of the Net Proceeds of the Fresh Issue. The company has relied on the quotations received from third parties for estimation of the cost for its capital expenditure requirements and have not been independently appraised by a bank or a financial institution.

• The company has not identified any alternate source of raising the funds required for the object of the Issue and the deployment of funds is entirely at its discretion and as per the details mentioned in the section titled "Objects of the Issue".

• 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 Mundra, Gujarat 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.

• The company intend to utilise a portion of the Net Proceeds for funding its Capital Expenditure for purchase of trucks and equipment. The company is yet to place orders for such equipment.

• Its cargo handling business operations are dependent on container traffic at the various ports such as Mundra Port, Hazira Port, JN Port and other ports. Any decline in the container traffic handled by these ports, lower than anticipated growth or any significant social, political, economic or geological disruption in these regions could have an adverse effect on its business, results of operations and financial condition.

• Its cargo handling business and the company express logistics business require an efficient transportation network and as such, any inadequacies in reliable transportation infrastructure may have an adverse effect on its business, results of operations and financial condition.

• 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.

• The Company is dependent on a few suppliers for purchases of product/service. The loss of any of these large suppliers may affect its business operations.

• Majority of its revenues are generated from state of Gujarat. Any adverse development affecting the company`s operations in this region could have an adverse impact on its business, financial condition and results of operations.

• The company derives a majority portion of its revenue from operations from its top 10 customers, contributing 36.07% revenue from operations in period ended March 31, 2024. Loss of one or more of these customers or a reduction in the amount of business the company obtain from them could have an adverse effect on its business, results of operations, financial condition and cash flows. Further, the company does not have long-term agreements with several of its customers.

• The company is dependent on the performance of industries in which its customers operate, particularly paper industry, and fluctuations in the performance of such industries may result in a loss of such customers, a decrease in the volume of work the company undertake or the price at which the company offer its services.

• Its success hinges on the company capacity to generate ample freight volumes and maximize revenue to meet targeted profit margins and prevent losses. Any inability to attain the desired operating or net profit margins could negatively impact its business, financial results, overall financial health, and cash flows.

• The company faces challenges in passing on cost increases from third-party service providers to its customers, as well as difficulty in adjusting prices downward to reflect any decline in prices the company charge its customers to the company third-party service providers.

• The company is also exposed to risks related to an escalation in fuel prices.

• 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 it to risk of concentration of revenue from transportation verticals.

• The company depends on its third-party service providers and vendors/suppliers in certain aspects of its operations and unsatisfactory services provided by them or failures to maintain relationships with them could disrupt its operations.

• Any disruptions which affect its ability to utilize the company transportation network in an uninterrupted manner could result in delays, additional costs or a loss of reputation or profitability.

• The company is subject to various risks associated with transportation and its may face claims relating to loss or damage to cargo, personal injury claims or other operating risks that are not adequately insured.

• The company operates in a highly fragmented and competitive industry and may not be able to maintain its market position which may adversely affect the company`s business, financial condition, results of operation and cash flows.

• Failures to successfully implement its business strategies may materially and adversely affect the company`s business, prospects, financial condition and results of operations.

• Fraud, theft, employee negligence or similar incidents may adversely affect its results of operations and financial condition.

• Its owned and leased premises including where the company warehouses and branch offices are located are susceptible to operating risks. Moreover, if some of these leases are terminated or not renewed on favourable terms, or at all, its business, financial condition, results of operations and cash flows could be adversely affected.

• The increase in the age of its vehicles and an increase in the prices of vehicles may adversely affect its business and results of operations.

• The company is subject to foreign currency exchange rate fluctuations which could have a material and adverse effect on the results of operations and financial conditions.

• Its may be seriously affected by delays in the collection of receivables from its clients and may not be able to recover adequately on the company claims.

• The company has experienced negative cash flows from operations in the recent past, and its may have negative cash flows in the future.

• If the company is unable to service its debt obligations in a timely manner or to comply with various financial and other covenants and other terms and conditions of its financing agreements, it may adversely affect the company`s business, prospects, results of operations and financial condition.

• 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.

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

• The company has experienced significant working capital requirements in past and may continue to experience in future also. If the company experience insufficient cash flows from its operations or are unable to borrow to meet the company working capital requirements, it may materially and adversely affect its business, cash flows and results of operations.

• Its operations could be adversely affected by strikes, work stoppages or increased wage demands by its employees or any other kind of disputes with the company employees.

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

• The company has entered into related party transactions in the past and may continue to do so in the future also, which may affect its competitive edge and better bargaining power if entered with non-related parties resulting into relatively more favorable terms and conditions and better margins.

• Its contingent liabilities as stated in the company Restated Consolidated Financial Statement could affect its financial condition.

• The company has issued shares at a price which may be lower than the Issue price in preceding one year.

• Its ability to pay any dividends will depends upon future earnings, financial condition, cash flows, working capital requirements and capital expenditures.

• Industry information included in this Red Herring 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.

• Certain data mentioned in this Red Herring Prospectus has not been independently verified.