Iware Supplychain Services Ltd Management Discussions

You should read the following discussion of our financial condition and results of operations together with our Restated Financial Statements included in the Prospectus. You should also read the section entitled "Risk Factors" on page no 26 which discusses several factors, risks and contingencies that could affect our financial condition and results of operations. The following discussion relates to our Company and is based on our Restated Financial Statements, which have been prepared in accordance with Indian GAAP, the Companies Act and the SEBI Regulations. Portions of the following discussion are also based on internally prepared statistical information and on other sources. Our fiscal year ends on March 31 of each year, so all references to a particular fiscal year ("Fiscal Year") are to the Twelve-month period ended March 31 of that year.

The financial statements have been prepared in accordance with Indian GAAP, the Companies Act and the SEBI (ICDR) Regulations 2018, and restated as described in the report of our auditors dated April 21,2025 which is included in this Prospectus under the section titled "Financial Information" on page no. 185 of this Prospectus. The Restated Financial Statements have been prepared on a basis that differs in certain material respects from generally accepted accounting principles in other jurisdictions, including US GAAP and IFRS. We do not provide a reconciliation of our Restated Financial Statements to US GAAP or IFRS and we have not otherwise quantified or identified the impact of the differences between Indian GAAP and U.S. GAAP or IFRS as applied to our Restated Financial Statements.

This discussion contains forward looking statements and reflects our current views with respect to future events and financial performance. Actual results may differ materially from those anticipated in these forward looking statements as a result of certain factors such as those described under "Risk Factors" and "Forward Looking Statements" on page no. 26 & 19 and respectively, and elsewhere in this Prospectus Accordingly, the degree to which the Restated financial statements in this Prospectus will provide meaningful information depend entirely on such potential investors level of familiarity with Indian accounting practices.

OVERVIEW

The company, originally named M/s ‘Iware Supplychain Services Private Limited at Ahmedabad, Gujarat was incorporated as a private limited company under the Companies Act, 2013, vide Corporate Identification Number (CIN) U63090GJ2018PTC100589 pursuant to a certificate of incorporation dated 17.01.2018, issued by the Registrar of Companies, Central Registration Centre. In 2024, our Company was converted into a public limited company pursuant to a special resolution passed in the extraordinary general meeting of the Shareholders held on 15.10.2024, and a fresh certificate of incorporation was issued in the name of ‘Iware Supplychain Services Limited dated 27.11.2024 vide Corporate Identification Number (CIN) U63090GJ2018PLC100589 by the Registrar of Companies, Central Registration Centre. All the operations of the company are conducted from our Registered office situated at 7th Floor 707 Iscon Elegance, Nr. Jain Temple, Prahladnagar Cross Road, S.G. Highway, Ahmedabad, Gujarat, India, 380051.

Iware Supplychain Services Limited is an integrated pan India logistics company primarily operating in five different type of services (i) Warehousing (including third-party logistics ("3PL") and Carrying & Forwarding Agent), (ii) Transportation (Including Carrying & Forwarding Agent) (iii) Rake Handling Services and (iv) Business Auxiliary Services (v) Rental Income. We operate through our network of our various business offices situated in the state of Gujarat, West Bengal, Uttar Pradesh, Rajasthan, Punjab, Haryana and Delhi as on the Date of this Prospectus. With over 6 (Six) plus years of operational experience since inception, backed by the combined experience of more than 20 years of our individual promoters Krishnakumar Jagdishprasad Tanwar and Rajnish Gautam) in the logistics industry. We provide logistics support and solutions with our: (a) pan-India presence, (b) integrated service offerings, and (c) large network of vehicle fleet. Our management is assisted by a team of qualified and experienced personnels who has provided significant contribution in the growth from 15 vehicles in financial year 2022 to a fleet of 47 vehicles out of which 15 vehicles are of 22 Feet Open Body and remaining vehicles are 32 Feet Containers as on date of this Prospectus. The technological systems that our company uses for managing the logistics operations are provided by our clients that enable us to improve our service quality, consistency and increase our operating efficiency. We have obtained Central license from FSSAI for facilitating the delivery of perishable goods and also have an ISO 9001:2015 certificate which shows that we follow the compliances with requirements of Quality Management System. Our company works with different clients who operates in different industry like Fast Moving Consumer Goods (FMCG), Auto components, Sanitary-ware and etc. This shows the strength of the company handling and providing end to end logistic solutions to different industries. Our Unique Selling Proposition (USP) is our nationwide presence and an experienced management team, whose extensive experience allows us to manage various types and sizes of transactions. Our corporate promoter, being in the same line of business, enables us to handle large orders and address fleet shortages as and when required. The end use of our logistics and warehousing services is to ensure the seamless movement of goods from one location to another, meeting the diverse needs of businesses and customers across various industries

Key Performance Indicators of our Company

(Amount in Lacs except percentages)

Key Financial Performance	March 31, 2025	March 31, 2024	March 31, 2023
Revenue from operations (1)	8,582.25	5,870.63	4,355.45
Growth in Revenue from Operations (%) (2)	46.19%	34.79%	78.90%
EBITDA (3)	1,700.48	1,087.00	622.33
EBITDA Margin (4)	19.81%	18.52%	14.29%
PAT (5)	801.93	416.96	42.29
PAT Margin (6)	9.34%	7.10%	0.97%
RoE (%) (7)	58.52%	68.56%	11.17%
RoCE (%) (8)	30.34%	24.44%	11.43%
Debt to Equity Ratio (9)	1.84	3.10	6.84

Notes:

(1) Revenue from operation means revenue from sales, service and other operating revenues

(2) Growth in Revenue from Operations (%) is calculated as a percentage of Revenue from Operations of the relevant period minus Revenue from Operations of the preceding period, divided by Revenue from Operations of the preceding period. (3) EBITDA is calculated as Profit before tax + Depreciation + Finance Cost - Other Income (4) EBITDA Margin is calculated as EBITDA divided by Revenue from Operations (5) PAT is calculated as Profit before tax Tax Expenses (6) PAT Margin is calculated as PAT for the period/year divided by revenue from operations. (7) Return on Equity is ratio of Profit after Tax and Average Shareholder Equity

(8) ROCE" means return on capital employed, which represents EBIT (Earnings before Interest and Tax) during the relevant year as a percentage of capital employed. Capital employed is the total of all types of capital, other equity, total borrowings, total lease liabilities and deferred tax liabilities (net) less deferred tax assets (net) as of the end of the relevant year. (9) Debt- equity ratio is calculated by dividing total debt by total equity. Total debt represents long term and short-term borrowings. Total equity is the sum of equity share capital and other equity.

Explanation for KPI metrics:

KPI	Explanations
Revenue from Operations	Revenue from Operations is used by our management to track the revenue profile of the business and in turn helps to assess the overall financial performance of our Company and volume of our business
Growth in Revenue from Operations (%)	Revenue Growth Rate informs the management of annual growth rate in revenue of the company on consideration to the previous period
EBITDA	EBITDA provides information regarding the operational efficiency of the business
EBITDA Margin (%)	EBITDA Margin (%) is an indicator of the operational profitability and financial performance of our business
PAT	Profit after tax provides information regarding the overall profitability of the business.
PAT Margin (%)	PAT Margin (%) is an indicator of the overall profitability and financial performance of our business.
RoE (%)	RoE provides how efficiently our Company generates profits from shareholders funds.
RoCE (%)	RoCE provides how efficiently our Company generates earnings from the capital employed in the business.
Debt to Equity Ratio	The debt-to-equity ratio is used to assess the extent to which a company relies on debt to finance its operations relative to the equity provided by shareholders.

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

For details in respect of Statement of Significant Accounting Policies, please refer to "Annexure IV of Restated Financial Statements" on page no185 of this Prospectus.

Factors Affecting our Results of Operations

Our business is subjected to various risks and uncertainties, including those discussed in the section titled "Risk Factors" on page no. 26 of this Prospectus. Our results of operations and financial conditions are affected by numerous factors including the following:

Our ability to compete effectively;

Our Companys inability to meet its working capital requirements or maintain its existing credit facilities;

Our Companys inability to meet the consistent quality requirements of its customers or a change in customer preferences;

Competition in the industry that we operate;

Regulatory changes pertaining to the industries in India in which our Company has its businesses and our ability to respond to them;

Our ability to successfully implement our strategy;

General economic and political conditions in India and globally, which have an impact on our business activities;

Our ability to attract and retain qualified personnel;

Any adverse outcome in legal proceedings in which our Company, our Promoters, Directors or key managerial personnel may be involved;

Unanticipated turbulence in interest rates; and

Equity prices or other rates or prices, the performance of the financial markets in India and globally

Discussion on Result of Operations

The following discussion on results of operations should be read in conjunction with the Restated Financial Statements for the financial years ended on March 31, 2025, March 31, 2024 and March 31, 2023.

(Amount in lacs)

Particulars	March 31, 2025 Rs.	% of Total Income	March 31, 2024 Rs.	% of Total Income	March 31, 2023 Rs.	% of Total Income
Revenue from operations	8,582.25	99.67%	5,870.63	99.89%	4,355.45	99.62%
Other Income	28.72	0.33%	6.22	0.11%	16.56	0.38%
Total Income	8,610.97	100.00%	5,876.86	100.00%	4,372.00	100.00%
Expenses
Cost of materials consumed	-	-	-	-	-	-
Purchases of stock-in-trade	-	-	-	-	-	-
Changes in inventories of finished goods & WIP	-	-	-	-	-	-
Employee benefits expenses	804.99	9.35%	695.83	11.84%	579.59	13.26%
Finance costs	290.25	3.37%	281.01	4.78%	269.49	6.16%
Depreciation and amortisation expense	353.59	4.11%	276.62	4.71%	278.46	6.37%
Other Expense	6,076.77	70.57%	4,087.81	69.56%	3,153.53	72.13%
Total Expenses	7,525.60	87.40%	5,341.27	90.89%	4,281.07	97.92%
Profit/ (Loss) before exceptional and extra- ordinary items and tax	1,085.36	12.60%	535.59	9.11%	90.93	2.08%
Prior Period Items	-	-	0.47	0.01%	-	-
Profit Before Tax	1,085.36	12.60%	535.12	9.11%	90.93	2.08%
Tax Expense:	283.43	3.29%	118.16	2.01%	48.64	1.11%
(a) Current tax expense	332.94	3.87%	148.32	2.52%	38.43	0.88%
(b) Deferred tax liability/ (asset)	-49.51	-0.57%	-30.16	-0.51%	10.21	0.23%
Profit After Tax	801.93	9.31%	416.96	7.09%	42.29	0.97%

Our Significant Accounting Policies

For Significant accounting policies please refer Significant Accounting Policies, under Chapter titled Restated Financial Statements on page no185 (Annexure IV) of the Prospectus.

Overview of Revenue & Expenditure

The following discussion on results of operations should be read in conjunction with the Restated Financial Statements for the period ending on Financial year 2024-2025, Financial years 2023- 2024 and Financial years 2022- 2023. Our revenue and expenses are reported in the following manner:

Revenue from operations:

Our Companys revenue is primarily generated from Carrying & Forwarding Agents (rake handling), Carrying & Forwarding Agents (Warehousing), Godown Rent Charges, BAS Income, and Transportation income

Other Income:

Other Income includes interest income, interest income on income tax returns, and other miscellaneous income.

Expenses:

Our total expenditure primarily consists of Employee benefit expense, Finance Costs, Depreciation and amortization expense, and Other Expenses.

Employee benefits expense:

The Employee benefit expense includes Salaries and wages, bonus expenses, contribution of the company to provident and other funds, Directors Remuneration and Staff welfare expenses

Finance Costs:

Finance cost of the company consists of the interest expense on the secured loans, vehicle loans and working capital limit and other bank charges.

Depreciation and Amortization Expenses:

Depreciation and Amortization Expenses majorly includes depreciation on warehouse, commercial transportation vehicles, furniture and fixture, office equipment, etc.

Other Expenses:

Other expenses majorly include expense related to lorry hire charges, vehicle running cost, warehouse handling charges, rake handling expense, warehouse reimbursement expense, demurrage charges, and other expenses, etc.

FINANCIAL YEAR 2025 COMPARED TO FINANCIAL YEAR 2024 (BASED ON RESTATED FINANCIAL STATEMENTS)

Total Income

Total income of the company for the year ended March 31, 2025 stood at Rs 8,610.96 lakhs whereas in the financial year 2023-24, the total income stood at Rs 5,876.86 lakhs, representing a growth of 46.52%. The increase in total income is due to significant growth in the revenue from operation of the company from Rs 5,870.63 lakhs in FY 2024 to Rs 8,582.25 lakhs in FY 2025.

Revenue from operations:

Revenue from operations of the company has increased from Rs 5,870.63 lakhs in FY 2023-24 to Rs 8,582.25 lakhs in FY 2024-25, representing an increase of 46.18%.

Increase in revenue of operation can be further seen service wise as follows:

(Amount in lacs)

Particulars	March 31, 2025	March 31, 2024
Sale of services
-C & F Charges Income (Rake Handling)	1,168.90	1,199.84
-C & F Charges Income (Warehouse Handling)	1,656.98	1,215.45
- Transportation Income	5,527.92	2,970.10
-Business Auxiliary Services Income	32.46	297.55
Other operating revenues
-Rental Income	195.98	187.70
TOTAL	8,582.25	5,870.63

From the above mentioned table, it can be inferred that the revenue has increased in transportation income and warehouse handling. The major increase can be seen in transportation income from Rs 2,970.10 lakhs in FY 2023-24 to Rs 5,527.92 lakhs in FY 2024-25, showing a growth of 86.12%.

The company started working with their existing clients under warehouse handling to provide them with the transportation service and expand their revenue base which resulted to increase in the revenue in FY 2024-25. Further, the company also onboarded some new clients. Recognizing the growth opportunity, the company also expanded its fleet by adding 22 new vehicles and hired additional vehicles to cater to the rising demand.

Furthermore, revenue from warehouse handling also increased, rising from 1,215.45 lakhs in FY 2023-24 to 1,656.98 lakhs in FY 2024-25. This growth was driven by the companys expansion through the opening of new warehouses at multiple locations to serve new clients along with a year-on-year increase in warehouse handling rates by ~10%.

Other Income:

Other income of the company for the period ending March 31, 2025 is Rs 28.72 lakhs which increased from Rs 6.22 lakhs in FY 2023-24. The major increase in the other income is due to interest income of the company. This increase is due to interest earned by the company against the loans and advances given by the company and the securities deposit submitted against the warehouses managed by us.

Expenses:

The total expenses for the year ended March 31, 2025, amounted to Rs. 7,525.60 lakhs, as against Rs. 5,341.27 lakhs in the financial year 2023-24, marking an increase of 40.90%. However, when compared as a percentage of total income, the expenses declined from 90.89% in FY 2024 to 87.40% in FY 2025. This shift in total expenses can be attributed to changes in key cost components, including employee benefits, finance costs, depreciation, and other operational expenses.

Employee benefits expense:

The employee benefit expense for the year ended March 31, 2025, amounted to Rs. 804.99 lakhs, as against Rs. 695.83 lakhs in FY 2023-24, indicating a growth of 15.73%.

A detailed breakdown of the increase in employee benefit expenses from FY 2023-24 to FY 2024-25 is provided below:

(Amount in lakhs)

Particulars	FY 2025	FY 2024
Salaries and wages
-Bonus Expenses	34.54	23.63
-Salary Expenses	608.91	529.61
Others	0.49	-
Contribution to provident and other funds
-ESIC	0.62	0.47
-Provident Fund	35.28	31.46
-Gratuity Expenses	19.71	10.06
Staff welfare expenses	105.37	100.60
Professional tax expense	0.08	-
TOTAL	804.99	695.83

It can be inferred from the table above that the major increase in expense is in salary expense of the company from Rs 529.61 lakhs in FY 2023-24 to Rs 608.91 lakhs in FY 2024-25. The increase in salary expense is due to increase in the total number of employees from 187 in FY 2024 to 213 in FY 2025. Increase in number of employees also lead to slight increase in other expenses such as ESIC, provident fund, bonus expense and staff welfare expense.

Finance Costs:

Finance cost of the company has increased from Rs 281.01 lakhs in FY 2023-24 to Rs 290.25 lakhs in FY 2024-25, showing an increase of 3.29%.

(Amount in lakhs)

Particulars	FY 2025	FY 2024
Interest expense
-Interest on CC	37.49	23.03
-Interest on Covid Loan	-	0.43
-Interest on Loan	145.72	211.59
-Interest on Vehicle Loan	101.50	42.36
-Overdue Interest	-	0.45
Other borrowing costs
-Loan Processing Charges	4.20	2.97
Bank Charges	1.35	0.18
TOTAL	290.25	281.01

The table above indicates that the most significant rise is observed in vehicle loan interest, which increased from Rs. 42.36 lakhs in FY 2024 to Rs. 101.50 lakhs in FY 2025. This rise is primarily due to the addition of 22 vehicles by the company during FY 2024-25, resulting in a higher vehicle loan and, consequently, an increase in the interest expense. Further please refer financial indebtedness chapter on page no. 241 for the details of loan added in Fy 2024-25

Depreciation and Amortization Expenses:

Depreciation cost of the company has increased from Rs 276.62 lakhs in FY 2024 to Rs 353.57 lakhs in FY 2025. This increase in depreciation cost of the company is due to increase in fixed assets of the company equivalent to Rs 691.92 lakhs.

Please find the table below for details of increase in assets:

(Amount in lakhs)

Sr. No. Name of the Asset	Amount
1 Commercial Transportation Vehicle	667.91
2 Motor Vehicles	12.28
3 Office Equipment	8.06
4 Computers	2,19
5 Furniture & Fixtures	1.18
6 Electrical Installations & Equipment	0.31
TOTAL	691.92

Other Expenses:

The Other Expenses for the year ended March 31, 2025, stood at Rs 6,076.77 Lakhs whereas in Financial Year 2023-24 it stood at Rs 4,087.81 Lakhs representing an increase of 48.66%. However, sales of the company have also increased by 46.18%.

Details of increase in major other expense is mentioned below:

(Amount in lakhs)

Particulars	FY 2025	% of Sales	FY 2024	% of Sales
Lorry Hire Charges	3093.83	36.05%	1,804.00	30.73%
Vehicle Running Cost	1208.88	14.09%	605.46	10.31%
Warehouse Handling Expenses	703.95	8.20%	682.20	11.62%
Rake Handling Expenses	543.12	6.33%	581.87	9.91%
Warehouse Reimbursement Expenses	186.64	2.17%	125.21	2.13%
Wharfage Charges	14.99	0.17%	6.11	0.10%
TOTAL	5751.42	67.02%	3804.85	64.81%
TOTAL Sales	8582.25	100.00%	5,870.63	100.00%

As inferred from the table above the increase in above expenses is due to the following reasons:

Lorry Hire charges: There is an increase in lorry hire charges from 30.73% of total income to 36.05% in FY 2024 to FY 2025. As the sales of the company has increased by 46.19% the company has hired more vehicles from the open market and other vendors which result in the increase of expense.

Vehicle Running Cost: Due to increase in the own fleet of vehicles by 22 new vehicles, the maintenance, diesel and other related charges has increased, which resulted in the increased of overall expenses from 10.31% in FY 2024 to 14.09% in FY 2025.

Warehouse Handling Expense: As mentioned in the above table, the warehouse expense of the company has decreased from 11.62% of the total sales to 8.20% of the total sales. However, if we compare the same YOY basis, it can be seen that the warehouse handling expense has increased from Rs 682.20 lakhs to Rs 703.95 lakhs from FY 2024 to FY 2025.

Rake Handling expense: Rake handling expense of the company has decreased from 9.91% in FY 2024 to 6.33% in FY 2025, as over the year, the company has become more efficient in loading and unloading the goods in the rail, leading to decrease in cost in terms of percentage to total income of the company.

Warehouse Reimbursement Expense: As mentioned in the above table, the warehouse expense of the company has increased slightly from Rs 125.21 lakhs in FY 2024, marking 2.13% of the total sales, to Rs 186.64 lakhs, representing 2.17% of the total sales.

Wharfage Charges: Wharfage charges of the company have increased slightly from Rs 6.11 lakhs to Rs 14.99 lakhs from FY 2024 to FY 2025, representing 0.10% and 0.17% respectively.

Restated Profit Before Tax

Restated profit before tax of the company for FY 2024-25 is Rs 1,085.36 lakhs, representing 12.60% of the total income. Comparing the same with FY 2023-24, profit before tax was Rs 535.59 lakhs, showing 9.11% of the total income.

Tax Expense

Tax expense of the company for FY 2024-25 is Rs 283.43 lakhs and for the FY 2023-24 it was Rs 118.16 lakhs. The tax expense of the company has increased due to increase in profit before tax of the company.

Restated Profit After Tax

Restated profit after tax for the financial year 2024-25, stood at Rs. 801.93 lakhs which is 9.31% of the Total Income, whereas, in FY 2023-24, the profit after tax was Rs 416.96 lakhs, representing 7.09% of the total income.

Reason for increase in profitability of the company is as follows:

(Amount in lakhs)

Particulars	FY 2025	% of Sales	FY 2024	% of Sales
Employee Benefit Expense	804.99	9.35%	695.83	11.84%
Finance Cost	290.25	3.37%	281.01	4.78%
Rake Handling Expense	543.12	6.33%	581.87	9.91%
Other Expense	210.36	2.44%	202.54	3.45%

As inferred from the table above, the reason for decrease in the above mentioned expenses is as follows:

Employee Benefit Expense: Although there was an increase of 26 employees during FY 2025, the company achieved a 46.9% growth in sales. As a result, even though the absolute employee cost increased, the employee benefit expense as a percentage of sales declined from 11.84% to 9.35%, thereby positively impacting the companys profit margins. Finance Cost: Although there was an increase in borrowings during FY 2025, leading to a rise in finance cost in absolute terms, the finance cost as a percentage of sales reduced from 4.78% in FY 2024 to 3.37% in FY 2025. This is because the significant growth in sales outpaced the increase in finance costs.

Rake Handling Expense: Rake handling expenses decreased in absolute value and as a percentage of sales, dropping from 9.91% to 6.33%. This was primarily due to improved operational efficiency in logistics and better coordination in rake handling activities, resulting in cost savings despite the increase in business volume. Other Expense: Other expenses increased marginally in absolute terms; however, as a percentage of sales, they decreased from 3.45% to 2.44%. This reflects the companys effective cost control measures and optimization of general and administrative expenses relative to the substantial growth in sales.

FINANCIAL YEAR 2024 COMPARED TO FINANCIAL YEAR 2023 (BASED ON RESTATED FINANCIAL STATEMENTS)

Total Income:

Total Income for the year ended March 31, 2024, stood at Rs. 5,876.86 Lakhs whereas in Financial Year 2022-23 it stood at Rs 4,372.00 lakhs representing an increase of 34.42%. The increase in total income of the company is due to a significant increase in the revenue of the company due to increase in number of warehouses and transportation vehicles of the company has also increased.

Revenue from Operations:

Net revenue from operations for the year ended March 31, 2024, stood at Rs. 5870.63 Lakhs whereas in Financial Year 2022-23 it stood at Rs. 4355.45 Lakhs representing an increase of 34.72%.

Increase in revenue service wise can be seen as below:

(Amount in lacs)

Particulars	March 31, 2024	March 31, 2023
Sale of services
-C & F Charges Income (Rake Handling)	1,199.84	969.39
-C & F Charges Income (Warehouse Handling)	1,215.45	977.15
- Transportation Income	2,970.10	1,976.08
-Business Auxiliary Services Income	297.55	260.01
Other operating revenues
-Rental Income	187.70	172.82
TOTAL	5,870.63	4,355.45

From the above-mentioned table, it can be inferred that the overall revenue of the company has increased in all the categories of revenue. This increase can be attributed to the rise in the number of rakes, which went from 125 in FY 2023 to 174 in FY 2024. As a result, transportation income and C&F income from both rake handling and warehouse handling charges increased significantly.

The transportation income of the company has increased from Rs 1976.08 in FY 2023 to Rs 2970.10 lakhs in FY 2024, showing an increase of 50.30%. The increase in the transportation is contributed by geographical expansion of the company into different territories for transportation business. Also, the company acquired 10 new vehicles in FY 2024 in order to meet the increasing demand.

The warehouse handling income of the company has increased from Rs 977.15 lakhs in FY 2023 to Rs 1215.45 lakhs, showing an increase of 24.39% due to increase in the quantity handled by the company as well as slight price increase for the warehouse handling services.

Other Income:

Other Income for the year ended March 31, 2023, stood at Rs. 16.56 Lakhs whereas in the Financial Year 2023-24 it stood at Rs. 6.22 Lakhs representing a decrease of 62.40%.

This decrease in other income is due to decrease in other incomes of the company like interest on income tax paid, balance written off, and other miscellaneous incomes to nil in FY 2024.

Total Expenses:

The total expenses for the year ended March 31, 2024, amounted to Rs. 5,341.27 lakhs, compared to Rs. 4,281.07 lakhs in the financial year 2022-23, reflecting a 24.76% increase. However, when measured against the revenue for each year, total expenses decreased from 97.92% of total income in FY 2023 to 90.89% of total income in FY 2024. This change in total expenses is attributed to variations in costs such as employee benefits, finance costs, depreciation, and other expenses.

Employee benefits expense:

The Employee benefit expense for the year ended March 31, 2024, stood at Rs. 695.83 Lakhs, whereas in Financial Year 2022-23, it was Rs. 579.59 Lakhs, representing an increase of 20.06%.

Please find below bifurcation of increase in cost from FY 2023 to FY 2024:

(Amount in lacs)

Particulars	FY 2024	FY 2023
Salaries and wages
-Bonus Expenses	23.63	20.01
-Salary Expenses	529.61	449.64
Contribution to provident and other funds
-ESIC	0.47	2.26
-Provident Fund	31.46	20.22
-Gratuity Expenses	10.06	7.65
Staff welfare expenses	100.60	79.81
TOTAL	695.83	579.59

This significant increase in Employee Benefit Expenses in Financial Year 2024 compared to Financial Year 2023 is primarily attributable to the increase in the number of employees from 180 in FY 2023 to 187 in FY 2024. Consequently, all associated costs, including contributions to provident and other funds, have risen proportionally. Also, the company gave increment to its existing employees at an average growth rate of 10%, which further increased the salary expense in FY 2024. Furthermore, it can be inferred that bonus expenses increased from Rs 20.01 lakhs in FY 2023 to Rs 23.63 lakhs in FY 2024.

Finance costs:

Finance cost of the company has slightly increased from Rs 269.49 lakhs in FY 2023 to Rs 281.01 lakhs in FY 2024. The slight increase in interest expense is due to utilisation of cash credit facility that the company has taken from Kotak Bank Limited in FY 2024. Other than this expense, the other interest cost is related to interest charges on the term loans and vehicle loans of the company.

(Amount in lacs)

Particulars	FY 2024	FY 2023
Interest expense
-Interest on CC	23.03	-
-Interest on Covid Loan	0.43	89.22
-Interest on Loan	211.59	89.69
-Interest on Vehicle Loan	42.36	80.89
-Overdue Interest	0.45	-
Other borrowing costs
-Loan Processing Charges	2.97	-
Bank Charges	0.18	9.69
TOTAL	281.01	269.49

Depreciation and Amortization Expenses:

Depreciation cost of the company has decreased from Rs 278.46 lakhs in FY 2023 to Rs 276.62 lakhs in FY 2024. There was increase of assets equivalent to Rs 418.90 lakhs in FY 2023, however in FY 2024 the increase was only Rs 10.03 lakhs, leading to decrease in the amount of depreciation charged by the company in the particular year.

Other expense:

The Other Expenses for the year ended March 31, 2024, stood at Rs. 4,087.81 Lakhs whereas in Financial Year 2022-23 it stood at Rs. 3,153.53 Lakhs representing an increase of 29.63%. However, sales of the company have also increased by 34.79%. Hence, overall, it can be seen that the other expenses of the company have decreased in comparison to total income of the company. Details of increase in major other expense is mentioned below:

(Amount in lakhs)

Particulars	FY 2024	% of Sales	FY 2023	% of Sales
Lorry Hire Charges	1,804.00	30.73%	1,253.27	28.77%
Vehicle Running Cost	605.46	10.31%	380.50	8.74%
Warehouse Handling Expenses	682.20	11.62%	494.61	11.36%
Rake Handling Expenses	581.87	9.91%	567.77	13.04%
Warehouse Reimbursement Expenses	125.21	2.13%	123.82	2.84%
Wharfage Charges	6.11	0.10%	25.91	0.59%
TOTAL	3804.85	64.81%	2845.88	65.34%
TOTAL Sales	5,870.63	100.00%	5,870.63	100.00%

Lorry Hire charges: There is an increase in lorry hire charges from 28.77% of total income to 30.73% of total income, as the sales of the company has increased, the company needs to hire more lorries to meet with the demand. Also, during the peak season time, the company also had to pay higher rates for hiring vehicles.

Vehicle Running Cost: Due to increase in number of vehicles, and also hiring fleet from third parties, the maintenance cost of the vehicles has gone up for less on road failures. Hence, the cost has increased from 8,74% in FY 2023 to 10.31% in FY 2024.

Warehouse Handling Expense: As mentioned in the point above the warehouses handling of the company has increased from 1,42,503 MT in FY 2023 to 1,71,903 MT in FY 2024, leading to increase in cost of handling the same from 11.36% in FY 2023 to 11.62% in FY 2024

Rake Handling expense: Rake handling expense of the company has decreased from 13.04% in FY 2023 to 9.91% in FY 2024, as over the year, the company has become more efficient in loading and unloading the goods in the rail, leading to decrease in cost in terms of percentage to total income of the company.

Warehouse Reimbursement Expense: In terms of sales the warehouse reimbursement expenses have decreased from 2.84% of total sales in FY 2023 to 2.13% of total sales in FY 2024. This is due to decrease in the requirement if the contractual labour in the warehouse, as we are able to handle/ manage more goods with the same number of labours which results in overall decrease of percentage of these expenses against the sales.

Wharfage Charges: Wharfage charges of the company has declined drastically from Rs 25.91 lakhs, leading to 0.59%of the total income in FY 2023 to Rs 6.11 lakhs making 0.10% of the total revenue in FY 2024. Earlier, we were incurring extra charges by Indian railway, as we were taking extra time to move the goods from the platform. With time our employees became efficient in handling the goods within the given timeframe leading to reduction of the wharfage charges.

Restated Profit/ (Loss) before tax:

The restated profit before tax for the year ended March 31, 2024, stood at Rs. 535.59 Lakhs whereas in Financial Year 2022-23 it stood at Rs. 90.93 Lakhs representing an increase of 489.01%

Tax Expense

Tax Expense for the year ended March 31, 2024, stood at Rs 118.16 lakhs out of which Current Tax being Rs. 148.32 lakhs and Deferred Tax being Rs. (30.16) lakhs whereas in financial year 2022-23 it stood at Rs. 48.64 Lakhs out of which Current Tax being Rs. 38.43 and Deferred Tax being Rs 38.43 Lakhs representing as increase of 142.93%

Restated Profit/ (Loss) after tax:

The restated profit after tax for the year ended March 31, 2024, stood at Rs. 416.96 Lakhs whereas in Financial Year 2022-23 it stood at Rs. 42.29 Lakhs representing an increase of 885.88%.

Reason for increase in profit YOY basis is due to decrease in other expenses from 72.13% of total income in FY 2023 to 69.56% in FY 2024. Please find below operating expenses if the company for FY 2024 and FY 2023:

The operating expenses of the company has declined due to following reasons:

(Amount in lakhs)

Sr. No. Particulars	FY 2024	% of Sales	FY 2023	% of Sales
1 Rake Handling Expenses	581.87	9.91%	567.77	13.04%
2 Warehouse Reimbursement Expenses	125.21	2.13%	123.82	2.84%
3 Wharfage Charges	6.11	0.10%	25.91	0.59%
4 Other expense	134.96	2.30%	215.71	4.95%
TOTAL	713.19	12.15%	717.50	16.47%
Total Sales	5870.63	100.00%	4355.45	100.00%

Rake Handling Charges: These declined as a percentage of sales from 13.04% in FY 2023 to 9.91% in FY 2024, despite a slight increase in absolute value.

Wharfage Charges: Reduced significantly from 0.59% of sales in FY 2023 to 0.10% in FY 2024, reflecting lower costs in this category.

Other Miscellaneous Expenses: Expenses related to commission, demurrage, legal and professional fees, motor vehicle repair, etc., decreased by 37.44%, from 215.71 lakhs in FY 2023 to 134.96 lakhs in FY 2024.

Other reasons for increase in profitability of the company

Employee benefit expenses also contributed to improved profitability, dropping from 13.26% of sales in FY 2023 to 11.84% in FY 2024. This reduction was driven by increased employee efficiency, allowing the company to achieve its sales targets with lower costs.

The companys tax expense also played a role in enhancing profitability. In FY 2023, the tax rate was approximately 42% due to certain non-deductible items under the Income Tax Act, resulting in a higher tax burden. In FY 2024, the tax rate reduced to approximately 27%, contributing to the overall increase in profit.

Information required as per Item (II) (C) (iv) of Part A of Schedule VI to the SEBI Regulations:

An analysis of reasons for the changes in significant items of income and expenditure is given hereunder:

1. Significant economic changes that materially affected or are likely to affect income from continuing operations. As per our knowledge there are no known significant economic changes that have or had or are expected to have a material adverse impact on revenues or income of our Company from continuing operations.

2. Future changes in relationship between costs and revenues - Our Companys future costs and revenues can be indirectly impacted by an increase in the cost of services and freight & forwarding expenses

3. Seasonality of business As per the Industry our business is not seasonal in nature.

4. Dependence on single or few customers Currently over business is dependent upon few customers.

5. Dependence on local vendors for hiring of vehicles We are dependent upon local vendors and promoter group companies for hiring the vehicles.

6. Competitive conditions - We face competition from existing and potential competitors, which is common for any business. We have, over a period of time, developed certain competitive strengths which have been discussed in the section titled "Our Business" on page 118 of this Offer Document.

7. Unusual or infrequent events or transactions - Except as described in this Offer document, during the periods under review there have been no transactions or events, which in our best judgment, would be considered unusual or infrequent.

8. Total turnover of each major industry segment in which the issuer company operates - The Company operates in the Logistics Solution Industry. Relevant industry data, as available, has been included in the chapter titled "Industry Overview" beginning on page 108 of this Offer document.

9. Income and Sales on account of major product/main activities - The income and sales of our Company on account of major activities derives from the business is carrying and forward activities.

10. Status of any publicly announced new products or business segments - Our Company has not announced any new services and segment / scheme, other than disclosure in this Offer Document.

11. Known trends or uncertainties that have had or are expected to have a material adverse impact on sales, revenue or income from continuing operations - Other than as described in this Offer Document. In our knowledge, there are no known trends or uncertainties that are expected to have a material adverse impact on our revenues or income from continuing operations

12. Future relationship between Costs and Income - Our Companys future costs and revenues will be determined by competition, demand/supply situation, interest rates quoted by banks & others.

13. Details of material developments after the date of last balance sheet i.e. March 31, 2025.

After the date of last Balance sheet i.e. March 31, 2025, the following material events have occurred after the last audited period:

On Board Resolution dated 09.04.2025:

DISCLOSURE OF INTEREST BY DIRECTORS U/S 184 OF THE COMPANIES ACT, 2013.

APPOINTMENT OF AXIS BANK LIMITED, BAPUNAGAR BRANCH, AHMEDABAD AS BANKER TO THE INITIAL PUBLIC OFFERING OF THE COMPANY AND AUTHORISATION TO OPEN ESCROW/CURRENT ACCOUNT WITH AXIS BANK LIMITED, BAPUNAGAR BRANCH, AHMEDABAD.

AUTHORISATION FOR FILING DOCUMENTS WITH MCA.

AUTHORISATION TO EXECUTE CONFIRMATION DEED WITH YES BANK LIMITED, C.G. ROAD BRANCH, FOR FILLING OF CHARGE FORM WITH ROC

AUTHORISATION TO EXECUTE CONFIRMATION DEED WITH ICICI BANK LIMITED, GANDHIDHAM, FOR FILLING OF CHARGE FORM WITH ROC

APPROVAL OF THE SUPPLEMENTARY AGREEMENT TO MEMORANDUM OF UNDERSTANDING BETWEEN IWARE SUPPLYCHAIN SERVICES LIMITED AND GETFIVE ADVISORS PRIVATE LIMITED

APPOINTMENT OF GETFIVE ADVISERS PRIVATE LIMITED AS UNDERWRITER TO THE INITIAL PUBLIC OFFERING OF RS. 2,713.20 LAKHS.

APPOINTMENT OF SMC GLOBAL SECURITIES LIMITED AS MARKET MAKER TO THE INITIAL PUBLIC OFFERING OF RS. 2,713.20 LAKHS FOR PORTION 144000 EQUITY SHARES.

On Board Resolution dated 16.04.2025:

APPROVAL OF FINANCIAL STATEMENT

REVIEW OF AUDIT REPORT FOR FY 2025

On Board Resolution dated 21.04.2025:

REVIEW AND APPROVAL OF RESTATED FINANCIALS 2023 2024 2025

ADOPTION OF CA CERTIFICATES

AMENDMENT AND ADOPTION OF MATERIALITY POLICY OF LITIGATION CREDITORS AS PER ICDR MARCH 04 2025 CIRCULAR

PROSPECTUS OF FILING WITH NSE, ROC, SEBI

(The remainder of the page is Intentionally Left Blank)

CAPITALISATION STATEMENT

(Amount in lacs)

Particulars	Pre-Issue	Post Issue*
Borrowings
Short term debt (A)	1,981.31
Long term debt (B)	1,273.61
Total debts (C)	3,254.93
Shareholders Funds
Equity Share Capital	786.00
Reserves and Surplus - as restated	336.00
Total Shareholders Funds	1,122.00
Long term Debt/ shareholders fund	1.77
Total Debt/ shareholders fund	2.90

*The corresponding post issue figures are not determinable at this stage pending the completion of public issue and hence have not been furnished

Notes:

Short term Debts represent which are expected to be paid/ payable within 12 months and includes instalment of term loans repayable within 12 months.

Long term Debts represent debts other than Short Term Debts as defined above but excludes instalment of term loans repayable within 12 months grouped under other current liabilities.

The figures disclosed above are based on Restated statement of Assets and liabilities of the Company as at March 31, 2025