Western Carriers

Grow its relationships with its existing customers.

Acquire new customers and expand into new sectors and new geographies.

Continued focus on improving margins.

Pursue inorganic growth on an opportunistic basis.

Continue to invest in its infrastructure capabilities.

Enhance its technology capabilities.

The company depends on a limited number of key customers for a majority of its revenues, which exposes the company to a high risk of customer concentration. Particularly, the company depends significantly on customers in the metals and FMCG industries and are highly dependent on the performance of these industries. 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 operates in the Indian logistics industry and may be adversely affected by certain factors affecting the growth of this industry. Additionally, its business is dependent on the company ability to utilise the logistics infrastructure in an uninterrupted manner. Any disruption or deficiencies in the logistics infrastructure, including those affecting freight and container traffic could impair its operations and adversely affect the company`s business and results of operations. Any damage to its brand image or reputation may adversely affect the company`s growth.

There may be delays or defaults in payment by its customers or the tightening of payment periods by thirdparty service providers which could negatively affect its cash flows. As a result, the company experience significant working capital requirements and its inability to meet the company working capital requirements may materially and adversely affect its business, cash flows and financial condition.

The company depends on its network partners, 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.

The company has a long-standing relationship with an Indian rail container logistics provider, which is currently controlled by the Government. If there is a change in control in this Indian rail container logistics provider, it could adversely affect its relationship with it and its may not be able to enter into arrangements with other third-party service providers at favourable terms and in a timely manner which could materially and adversely affect its business and operations and financial condition.

The company is highly dependent on its Promoters, the company Key Managerial Personnel and its Senior Management and any inability on the company part to retain or find suitable replacements for such personnel could adversely affect its business, results of operations and financial condition.

There have been past instances of non-compliance under the provisions of the Companies Act. An adjudication order has been issued imposing penalty on the Company and certain of its officers. Any other penalties that may be imposed or other regulatory actions that may be taken in this regard, could adversely impact itsr reputation, business and the company results of operations.

There have been past instances of certain delays in form filing under the provisions of the Companies Act. Any proceedings that may be initiated in this regard, or any adverse outcome of such proceedings, including penalties or other regulatory actions, could adversely impact its reputation, business and our results of operations.

The objects of the Offer has not been appraised by any bank or financial institution and the company cannot assure you that the objects of the Offer will be achieved within the expected time frame, or at all, and any variation in the utilisation of the Net Proceeds would be subject to certain compliance requirements, including prior shareholders` approval.

Its Promoter, Chairman and Managing Director, Rajendra Sethia and its Promoter, Whole-time Director and Chief Executive Officer, Kanishka Sethia were directors of a listed company, Western Conglomerate Limited, whose shares were suspended from being traded on the Calcutta Stock Exchange during the term of their directorship in that company.

The company depends on its ability to demonstrate the value of the company services to customers while operating in a highly competitive and fragmented industry where the company faces competition from small local players, unorganised players and other third-party logistics providers. Further, its competitors may successfully attract the company`s customers by matching or exceeding its commercial terms.

The company may be unable to successfully implement its business plan and growth strategies, which could materially and adversely affect the company`s business, results of operations and financial condition.

The company is subject to claims relating to loss or damage to cargo, pilferage, personal injury claims or other operating risks from time to time and its insurance coverage could prove inadequate to satisfy all such claims.

Its operations may be subject to strikes and work stoppages by the company employees and are also susceptible to risks relating to compliance with labour laws, either of which could result in an increase in its employee benefits expense impacting the company profitability.

Some of its Directors does not have any prior experience of being a director in any other listed company in India and this may present certain potential challenges for the Company and in the event of any material noncompliance where its Directors are held liable and responsible, the company may have to appoint new directors.

Its may be unable to effectively manage the company growth, which could materially and adversely affect its business, results of operations and financial condition.

Its customer contracts can be terminated by the company customers without cause on short notice and without compensation. Further, its failures to provide the company services in accordance with the terms and conditions in its customer contracts could result in it having to pay damages, the cancellation of contracts or encashment of bank guarantees.

The company may not be able to pass on any increase in costs levied by its third-party service providers to its customers. Conversely, the company may not be able to pass on any decline in prices its charge the company`s customers to its third-party service providers.

The company is exposed to risks related to a sudden escalation in fuel prices, which may adversely affect its profitability.

Any adverse development affecting the growth of trade volumes, as well as the import and export volumes, may adversely affect its business and results of operations.

The company is subject to operational risks such as accidents, the breakdown of its assets or damages to the company warehousing facilities.

Any disruption or failures of its technology systems may adversely affect the company`s business and operations. Additionally, challenges in implementation of new technologies for its operations could be significant.

There are outstanding legal proceedings involving the Company, its Directors and the company Promoters. Any adverse outcome in such proceedings may adversely affect its reputation, business, results of operations, cash flows and financial condition.

The Indian logistics industry is characterised by certain factors which may lead to a higher degree of intermediation and inefficiencies in transportation of goods. Such intermediation and inefficiencies can increase its expenses, which the company may not be able to adequately pass on to its customers, whether entirely or in part, thereby adversely affecting its profitability.

Narendra Sethia, one of the brothers of Rajendra Sethia, is deemed to be a part of its Promoter Group and has not provided any information or confirmations required under the SEBI ICDR Regulations in relation to himself or any of his related entities. The company cannot assure you that complete disclosures relating to Narendra Sethia and his related entities are included in this Red Herring Prospectus.

Properties on which the company operate its offices, including its Registered and Corporate Office and warehouses, have been rented to it. Any non-renewal of the rental arrangements may lead to disruptions and affect its business operations.

Its may not be able to enter into suitable lease or license arrangements for offices, warehouses and other premises near railway terminals or other 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.

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

The company is susceptible to risks relating to accidents due to human error, which can lead to injury or loss of human life and cause interruptions and disruptions to its logistics operations. Moreover, misconduct or errors by manpower engaged by it could expose the company to business risks.

The auditor`s report issued to the Company in relation to the matters included in the Companies (Auditors Report) Order, 2020 contains a remark. If similar modifications and comments are included in the auditors` reports for its financial statements in the future, the trading price of its Equity Shares may be adversely affected.

The company has certain contingent liabilities which, if materialised, may adversely affect its financial condition.

Its business is manpower intensive and the company continued success and ability to meet future business challenges depends on its and the company network partners`/ third-party service providers` ability to attract, recruit and retain experienced, talented and skilled professionals.

Its may be unable to service the company debt obligations in a timely manner or to comply with various financial and other covenants and other terms and conditions of its financing agreements.

Its Promoters have provided guarantees in connection with the company borrowings and the revocation of all or any of such guarantees may adversely affect its business, results of operations and financial condition.

The company is subject to a variety of laws and regulations and may be exposed to the risk of significant liability if the company fails to comply with those laws and regulations.

Its may be unable to obtain or renew approvals, licenses, registrations and permits to operate the company`s business in a timely manner, or at all.

The company has unsecured loans that may be recalled by the lenders at any time and its may not have adequate funds to make timely payments or at all.

The company has received notices issued by the Ministry of Corporate Affairs, Government of India in relation to non-appointment of a cost auditor and the company could be subjected to penalties or other regulatory actions.

Its may not be able to cater to the requirements of the company existing or new customers operating in free trade and warehousing zones, which could adversely affect its ability to retain the company existing customers or attract new customers.

Any failures to protect and leverage its intellectual property rights could adversely affect the company competitive position, business, financial condition and results of operation. Further, its inability to protect the company customers` confidential information could damage its reputation and harm the company`s business and results of operations.

Its Promoters, the company Directors, Key Managerial Personnel have interests in its business other than the reimbursement of expenses incurred or normal remuneration or benefits. Further, conflicts of interest may arise out of business ventures in which certain of the company Directors are interested.

The company enter into certain related party transactions in the ordinary course of its business and the company cannot assure you that such transactions will not adversely affect its financial condition and results of operations.

The company has not been able to obtain records of the educational qualification of one of its Directors and have relied on an affidavit furnished by such Director for details of her profile included in this Red Herring Prospectus.

The company intend to utilise a portion of the Net Proceeds for funding its capital expenditure requirements, which may not result in growth. The company are yet to place orders or enter into definitive agreements with the vendors in relation to such capital expenditure requirements.

The company will continue to be controlled by its Promoters and Promoter Group after the completion of the Offer and there may be a conflict of interest between the interests of its Promoters and Promoter Group and other shareholders.

A portion of the Net Proceeds may be utilised for repayment or pre-payment of borrowings availed from Kotak Mahindra Bank, which is an affiliate of one of the BRLMs in relation to the Offer.

This Red Herring Prospectus includes certain Non-GAAP Measures, financial and operational performance indicators and other industry measures related to its operations and financial performance. The Non-GAAP Measures and industry measures may vary from any standard methodology that is applicable across the Indian logistics industry and, therefore, may not be comparable with financial or industry related statistical information of similar nomenclature computed and presented by other companies.

Industry information included in this Red Herring Prospectus has been derived from the 1 Lattice Report, which is prepared by 1Lattice and exclusively commissioned and paid for by the Company for the purposes of the Offer, and any reliance on information from the 1Lattice Report for making an investment decision in the Offer is subject to inherent risks.

The Company will not receive the entire proceeds from the Offer. Further, its Promoter Selling Shareholder will receive the proceeds from the Offer for Sale (after deducting applicable Offer-related expenses and taxes).