Blue Water

Risks

• Majority of its Revenue from operation is derived from the company ocean freight services. Any disruption in the continuous operations of its services in ocean freight segment would have a material adverse effect on its business, results of operations and financial.

• Delay in Customs House Clearance Services may adversely affect its business operations and reputation with its customers.

• 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.

• There may be possible conflicts of interest between the company and its Promoters or Promoter Group or its Group Company, or with entities in which its Promoters & directors are interested. Its Promoters, Directors and Key Managerial Personnel and Senior Management may have interest in the Company, other than reimbursement of expenses incurred, remuneration or other benefits received.

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

• The company requires working capital for its smooth day-to-day operations of business and any discontinuance or its inability to acquire adequate working capital timely and on favourable terms may have an adverse effect on its operations, profitability and growth prospects.

• Its revenue from the B2B (Business-to-Business) segment is primarily derived from customers operating within the logistics industry, who currently outsource their logistics and supply chain operations to it. However, the company faces the risk that some of these customers may choose to bring their logistics operations in-house, reducing their reliance on third party providers like it.

• The company depends on certain key customers for its revenues. A decrease in the revenues the company derives from them could materially and adversely affect its business, results of operations, cash flows and financial condition.

• The Company has availed unsecured loans which may be recalled by the lenders on demand.

• Its business is exposed to uncertain weather conditions.

• The company generates a substantial portion of revenue from the regions of Telangana, Gujarat and Maharashtra. Any adverse developments affecting its operations in such regions could have an adverse impact on its revenue and results of operations.

• If the company is not able to utilize the purchased container space and truck capacity, the company will not be able to recover its costs and the company profitability may suffer.

• The company has not yet placed orders in relation to the funding Capital Expenditure towards purchase of vehicles and its body building which is proposed to be financed from the Issue proceeds of the IPO. In the event of any delay in placing the orders, may result in time and cost over-runs and its business, prospects and results of operations may be adversely affected.

• The company has certain outstanding litigation against it, an adverse outcome of which may adversely affect its business, reputation and results of operations.

• The company does not verify the contents of the cargo transported by it thereby exposing it to the risks associated with the transportation of goods in violation of applicable regulations.

• The Company is currently operating through an asset-light business model and accordingly, the operations are significantly dependent on network partners and other third parties for the transportation needs, which may have an adverse effect on the business, results of operations, financial condition and cash flows.

• The company has not made any alternate arrangements for meeting its capital requirements for the Objects of the Issue. Further the company has not identified any alternate source of financing the Objects of the Issue. Any shortfall in raising / meeting the same could adversely affect its growth plans, business operations and financial condition.

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

• The success of the business is dependent on the infrastructure support and facilities in the areas the Company currently operates in or intend to operate in the near future.

• Within the parameters as mentioned in the chapter titled "Objects of the Issue" beginning on page 90 of this Red Herring 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. Any variation in the utilization of Net Proceeds would be subject to certain compliance requirements, including prior shareholders` approval and all other applicable laws.

• The company is exposed to the risk of delays or non-payment by its customers and other counter parties, which may also result in cash flow mismatches.

• Its success largely depends upon the company ability to attract and retain its Promoters, Directors, Key Managerial personnel and Senior Management with technical expertise. Its inability to attract and retain them and other personnel with technical expertise could adversely affect its business, financial condition and results of operations.

• The Company has entered into related party transactions in the past and may continue to enter into related party transactions in the future, which may potentially involve conflicts of interest with the equity shareholders.

• Foreign Trade restrictions could materially and adversely affect its business, financial condition and results of operations.

• The Company has higher debt-equity ratio which requires significant cash flows to service its debts obligations, and this, together with the conditions and restrictions imposed by its financing arrangements, fluctuations in the interest rates may limit its ability to operate freely and grow its business.

• The company has been recently converted as a Company and any non-compliance with the provisions of Companies Act, 2013 and any provisions, rules and regulation under any other Act may attract penalties against the Company which could impact its financial and operational performance and reputation.

• Its promoters were director in a company which is now struck off by the ROC.

• Its may not be fully insured for all losses the company may incur.

• There may be instances involving hazardous materials and activities in the company`s operations which can be dangerous and could cause injuries to people or property.

• 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 had negative cash flows in the past years, details of which are given below. Sustained negative cash flow could impact its growth and business.

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

• Its inability to manage the company diversified operations may have an adverse effect on its business, results of operations, financial condition and cash flows.

• The Company may not be able to deliver the consignment on timely basis due to which we could become liable to claims by its customers, suffer negative publicity and incur substantial cost as result of deficiency in its service which could adversely affect its results of operations.

• The Company has not entered into any long-term contracts with its customers and the company typically operate on consignment basis received on hand. Inability to maintain regular order flow would adversely impact its revenues and profitability.

• The company is subject to various laws and extensive government regulations and if its fail to obtain, maintain or renew its statutory and regulatory licenses, permits and approvals required in the ordinary course of its business, including environmental, health and safety laws and other regulations, its business financial condition, results of operations and cash flows may be adversely affected.

• Its reliance on certain industries for a significant portion of the company sales could have an adverse effect on its business.

• Its registered and branch offices are not owned by it taken on rental basis. If the company is unable to renew existing rental agreements or relocate its operations on commercially reasonable terms, there may be a material adverse effect on its business, financial condition, results of operations and cash flows could be adversely affected.

• 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.

• Pricing pressure from customers may adversely affect its gross margin, profitability and ability to increase its prices.

• The logo "BWL" is not registered with Registrar of Trademark; any infringement of its brand name or failures to get it registered may adversely affect its business.

• Its financing agreements contain covenants that limit flexibility in operating its business. If the company is not in compliance with certain of these covenants and are unable to obtain waivers from the respective lenders, its lenders may accelerate the repayment schedules, and enforce their respective security interests, leading to a material adverse effect on its business and financial condition.

• The deployment of funds raised through this Issue shall not be subject to any Monitoring Agency and shall be purely dependent on the discretion of the management of the Company.

• The industry in which the company operates is labour intensive and its operations may be materially adversely affected by strikes, work stoppages or increased wage demands by its employees.

• Employee misconduct including misuse of confidential data and failures to maintain confidentiality of information could harm it and is difficult to detect and deter.

• Changes in technology may render its current technologies obsolete or requires the company to undertake substantial capital investments, which could adversely affect its results of operations.

• Failures in maintaining the requisite standard for storage of perishable and other products transported by it could have a negative effect on its business.

• Any increase in interest rates would have an adverse effect on its results of operations and will expose the Company to interest rate risks.

• Its Promoters have provided personal guarantees for loan facilities obtained by the Company, and any failures or default by the Company to repay such loans in accordance with the terms and conditions of the financing documents could trigger repayment obligations on them, which may impact their ability to effectively service their obligations as its Promoters and their relatives and thereby, impact its business and operations.

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

• Its ability to pay dividends in the future will depends upon its future earnings, financial condition, cash flows, working capital requirements, capital expenditure and restrictive covenants in its financing arrangements.

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

• Some of its Directors does not have experience of being a director of a public listed company.

• Its business operations depends on the company ability to generate sufficient volumes to achieve acceptable profit margins or avoid losses.

• The company is dependent on its customers` business performance and developments in their markets and industries and their continuing outsourcing of logistics operations.

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

• Significant differences exist between Indian GAAP and other accounting principles, such as US GAAP and IFRS, which may be material to investors assessments of Our Company`s financial condition. Our failure to successfully adopt IFRS may have an adverse effect on the price of our Equity Shares. The proposed adoption of IFRS could result in our financial condition and results of operations appearing materially different than under Indian GAAP.