SHIPWAVES ONLINE LIMITED IPO Explain

Shipwaves Online IPO Overview

Mangalore-based digital freight forwarding & logistics-tech company raising ₹56.35 cr (100% fresh issue). Price: ₹12 fixed. Lot: 20,000 shares (₹2.40L min).

Funds for working capital (₹17.13 cr), subsidiary investment (₹10 cr), debt repayment (₹15 cr).

Lead: Finshore Management.

Founded 2015.

Hybrid model: Digital freight forwarding (₹90 cr FY25) + AI-powered SaaS platform (₹18 cr FY25, 65% gross margin). Multimodal logistics (ocean, land, air) + enterprise SaaS (real-time analytics, demand forecasting, inventory optimization).

Competes with Tiger Logistics, Lancer Container Lines, TCI, Mahindra Logistics, global platforms (Flexport, Freightos).

IPO DETAILED INFORMATION

Issue Details

Parameter	Details
IPO Type	SME
IPO Open Date	10 December 2025 (Tuesday)
IPO Close Date	12 December 2025 (Thursday)
Anchor Investor Bidding	Not Applicable for SME
Allotment Date	15 December 2025 (Sunday) – Expected
Credit to Demat	16 December 2025 (Monday) – Expected
Refund Initiation	16 December 2025 (Monday) – Expected
Listing Date	17 December 2025 (Tuesday) – Tentative
Price Band	₹12 per share (Fixed Price Issue)
Face Value	₹1 per share
Lot Size	10,000 shares (minimum lot); subsequent applications in multiples of 10,000
Min Investment (Retail)	₹2,40,000 (20,000 shares = 2 lots at ₹12)
HNI Investment	₹3,60,000 (30,000 shares = 3 lots) minimum
Issue Size	₹56.35 crore total
Fresh Issue	₹56.35 crore (100%) – 4,69,60,000 shares
Offer for Sale (OFS)	NIL – No OFS component
Total Shares Offered	4,69,60,000 equity shares
Listing	BSE SME (Emerge Platform)
Post-Issue Market Cap	~₹169.79 crore (at ₹12 per share)
Pre-IPO Share Capital	₹9.45 crore
Post-IPO Share Capital	₹14.14 crore (face value ₹1 each)

Issue Break-up

Category	Allocation
Anchor Portion	4,68,000 Equity Shares (tentative, not confirmed)
QIB (Net of Anchor)	18.60% of Net Offer (after anchor)
NII (Non-Institutional Investors)	47.49% (2,23,00,000 shares) – Equal to Retail allocation
Retail Individual Investors	47.51% (2,23,10,000 shares) – Equal to HNI allocation
Market Maker	1,00,800 Equity Shares

Selling Shareholders (OFS)

No Offer for Sale (OFS) – Entire issue is 100% fresh capital infusion for company growth. No promoter or investor exits.

Note: Promoter shareholding will reduce from 99.96% pre-IPO to 66.79% post-IPO due to dilution from fresh issue.

Objects of the Issue (Fund Utilization)

Fresh Issue Proceeds (₹56.35 crore) will be used for:

1. Funding Working Capital Requirements – ₹17.13 crore (30.4%)
   • Raw material and operational inventory financing
   • Support for freight forwarding operations (ocean, air, land)
   • Payment to shipping lines, airlines, trucking partners
   • Operational expenses including salaries, office costs, logistics
   • Managing cash cycles for project-based freight forwarding contracts
2. Investment in Subsidiary for Working Capital – ₹10.00 crore (17.8%)
   • Infusion into subsidiary company for its working capital needs
   • Support subsidiary’s growth and operational expansion
   • Strengthen group’s overall financial position
3. Repayment/Prepayment of Borrowings – ₹15.00 crore (26.6%)
   • Repayment of bank loans and financial institution borrowings
   • Reduction of interest burden on balance sheet
   • Improving financial flexibility and credit profile
   • Strengthening debt-equity ratio
4. Issue Expenses – ₹5.77 crore (10.2%)
   • IPO-related expenses including BRLM fees, registrar fees, legal, printing, advertising
5. General Corporate Purposes – ₹8.45 crore (15.0%)
   • Technology infrastructure and platform enhancements
   • Marketing and brand building initiatives
   • Business development and customer acquisition
   • Strategic initiatives and contingency reserves

Strategic Focus:

• Strengthen working capital to support rapid growth in freight forwarding and SaaS verticals
• Reduce debt burden and improve financial health
• Scale operations and technology platform for increased throughput
• Support subsidiary growth for geographic/vertical expansion

Note: 100% fresh issue indicates genuine growth capital requirement, no investor/promoter exits. Positive indicator of expansion intent and promoter confidence (shareholding reduces from 99.96% to 66.79% purely due to dilution, not selling).

Lead Managers & Registrar

Book Running Lead Manager (BRLM):

• Finshore Management Services Private Limited

Registrar:

• Cameo Corporate Services Limited
  • Contact details available on registrar website for allotment status

Market Maker:

• Anant Securities Limited

Promoters & Management

Key Promoters (Family-owned Business – 6 Promoters, 99.96% pre-IPO holding):

1. Kalandan Mohammed Haris – Promoter & Key Management Personnel
   • Strategic leadership and business vision
   • 40+ years of collective promoter experience in logistics (per company statement)
2. Kalandan Mohammed Althaf – Promoter
   • Operations and supply chain management
3. Kalandan Mohammad Arif – Promoter
   • Business development and client relationships
4. Abid Ali – Promoter
   • Technology and SaaS platform development
5. Bibi Hajira – Promoter
   • Finance and administrative functions
6. Mohammed Sahim Haris – Promoter
   • Operations and delivery management

Company History:

• Founded: 2015 (10 years of operations)
• Vision: Build India’s leading unified digital freight forwarding and logistics platform
• Evolution: Started as traditional freight forwarder, evolved into tech-enabled logistics-tech company with proprietary SaaS platform
• Milestone: Scaled to ₹108 cr revenue with dual verticals (freight forwarding + SaaS), achieving profitability and strong margins
• CIN: U63040KA2015PLC080048

Company Contact:

• Registered Office: 18-2-16/4(3), 3rd Floor, Mukka Corporate House, 1st Cross, Attavara, Dakshina Kannada, Mangaluru, Karnataka – 575001, India
• Phone: +91 95381 49978
• Email: [email protected]
• Website: www.shipwaves.com

COMPANY OVERVIEW

Establishment & Background:

• Founded: 2015 (10 years of operations as Shipwaves Online Limited)
• Industry: Digital Freight Forwarding, Logistics Technology (Logistics-Tech), Enterprise SaaS for Supply Chain Optimization
• Headquarters: Mangalore (Mangaluru), Karnataka
• Positioning: Hybrid business model combining traditional freight forwarding services with AI-powered SaaS platform for supply chain digitalization
• Founders: Kalandan Mohammed family with 40+ years of collective logistics industry experience

Business Model:

Dual Revenue Vertical Structure:

1. Digital Freight Forwarding Vertical (₹90 crore revenue in FY25, 83% of total)

• Multimodal Transportation Solutions:
  • Ocean Freight: FCL (Full Container Load), LCL (Less than Container Load), break-bulk, specialized cargo
  • Air Freight: Express air cargo, charter services, door-to-door air logistics
  • Road/Land Freight: FTL (Full Truck Load), LTL (Less than Truck Load), cross-border trucking
• Value-Added Services:
  • Customs clearance and documentation
  • Warehousing and distribution
  • Trade finance facilitation
  • Insurance services
  • Cargo relocation services
• End-to-End Support: Single-window platform for complete shipment lifecycle from origin to destination
• Digital Platform Features:
  • Online booking and instant quotations
  • Real-time shipment tracking and visibility
  • Automated documentation generation
  • Digital payment and invoicing
  • Centralized communication hub

2. Enterprise SaaS Platform Vertical (₹18 crore revenue in FY25, 17% of total, 65% gross margin)

• AI-Driven Supply Chain Optimization Tools:
  • Real-time analytics and dashboards
  • Demand forecasting using machine learning
  • Inventory optimization algorithms
  • Comprehensive shipment planning and route optimization
  • Supplier and vendor management
  • Purchase order tracking and compliance
• Digital Freight Management:
  • Freight audit and payment automation
  • Rate management and comparison
  • Carrier performance analytics
  • Contract management
• Integration Capabilities: API integrations with ERP systems, warehouse management systems (WMS), transportation management systems (TMS)
• Target Customers: Enterprises with complex supply chain operations, exporters/importers, manufacturers, distributors, e-commerce companies

Revenue Model:

• Freight Forwarding: Commission/margin on freight charges (typically 8-15% markup on carrier costs), service fees for value-added services
• SaaS: Subscription-based recurring revenue (monthly/annual plans), implementation fees, customization charges
• Geographic Mix: India (domestic operations), international (cross-border freight)
• Client Segments: SMEs, mid-market enterprises, large corporates across manufacturing, retail, e-commerce, FMCG, pharmaceuticals

Value Proposition:

• Unified Platform: Single interface for all logistics needs (ocean, air, land) + supply chain management software
• Technology-Driven: Automation, AI/ML, real-time visibility reducing manual work and errors
• Cost Optimization: Competitive freight rates through carrier aggregation, process efficiency reducing operational costs
• Scalability: SaaS platform enables clients to scale logistics operations without infrastructure investment
• Transparency: Real-time tracking, automated documentation, digital payments eliminating opacity

Market Position:

• Emerging Logistics-Tech Player: Growing presence in India’s digital freight forwarding and logistics SaaS market
• Dual Vertical Differentiation: Rare hybrid model combining traditional freight forwarding with high-margin enterprise SaaS (most players focus on one vertical)
• 10-Year Track Record: Established operations since 2015 with steady customer base and revenue growth
• Profitability Achievement: Transitioned to profitability with ₹10.83 cr PAT in FY25, demonstrating unit economics viability
• Geographic Presence: Pan-India operations for freight forwarding; SaaS platform serving clients nationally and potentially internationally

Operations:

Operational Model:

• Asset-Light Freight Forwarding: No owned ships, aircraft, or trucking fleet; partners with global/domestic carriers (airlines, shipping lines, trucking companies)
• Technology Platform: Proprietary digital platform for booking, tracking, documentation, payments
• SaaS Delivery: Cloud-based software accessible via web and mobile interfaces
• Physical Presence: Offices in Mangalore (HQ), potential presence in other logistics hubs (Mumbai, Delhi, Bengaluru, Chennai)

Service Delivery:

• Freight Forwarding: Customer enquiry → Quotation → Booking → Carrier coordination → Customs clearance → Delivery → Post-shipment support
• SaaS: Onboarding → Platform access → Training → Ongoing support → Feature updates
• Integration: IT team for API integrations, system customizations, platform enhancements

Technology Infrastructure:

• Proprietary freight forwarding platform with online booking, tracking, documentation
• AI/ML-powered SaaS tools for demand forecasting, inventory optimization, shipment planning
• API integrations with carrier systems, customs portals, payment gateways, ERP systems
• Cloud infrastructure for scalability and reliability
• Mobile applications for on-the-go access

Company Strengths

1. Exceptional Profitability Growth – PAT Nearly Doubled (+86% YoY) in FY25:

• Profit After Tax surged from ₹5.83 crore (FY24) to ₹10.83 crore (FY25) – 86% YoY growth
• Revenue grew 12% from ₹96.71 cr to ₹108.28 cr, but PAT grew 86% – demonstrating strong operational leverage
• EBITDA margin of 17.51% (FY25) – healthy operational efficiency for logistics-tech sector
• H1 FY26 profitability sustained: ₹4.45 cr PAT on ₹40.98 cr revenue (10.88% margin) – no one-time gains, genuine business profitability
• Profitability trajectory indicates scalable business model with improving unit economics
• Transition from ₹5.83 cr to ₹10.83 cr PAT demonstrates ability to convert revenue growth into bottom-line expansion

2. Hybrid High-Margin SaaS Model – 65% Gross Margin Vertical Generating ₹18 Crore:

• SaaS Vertical: ~₹18 crore revenue in FY25 (17% of total) with 65% gross margin (per company disclosure)
• Recurring Revenue: Subscription-based model provides revenue visibility and customer stickiness
• Scalability: Marginal cost of serving additional SaaS customer near zero – high operating leverage
• Margin Accretion: As SaaS vertical scales, overall company margins will expand significantly (freight forwarding margins 8-15% vs SaaS 65%)
• AI-Powered Differentiation: Demand forecasting, inventory optimization, shipment planning tools – technology moat
• Enterprise Clients: SaaS targeting mid-market and enterprise segments with higher ARPU and multi-year contracts
• Cross-Sell Synergy: Freight forwarding clients become SaaS customers; SaaS clients use freight services – captive demand creation

3. Unified Multimodal Platform – Ocean, Air, Land Under Single Window:

• Multimodal Capability: Seamless integration of ocean freight, air freight, road/land freight – rare in industry
• Customer Convenience: Single point of contact for all logistics needs vs dealing with multiple specialized providers
• Flexibility: Clients can choose optimal mode based on cost, speed, urgency – not locked into single mode
• Competitive Advantage: Most freight forwarders specialize in one or two modes; Shipwaves’ multimodal offering reduces customer need to engage multiple vendors
• End-to-End Support: From origin pickup to destination delivery including customs, warehousing, insurance – complete supply chain solution
• Technology Integration: Unified platform for booking, tracking, documentation across all modes – operational efficiency

4. Asset-Light Business Model – No Owned Ships, Aircraft, Trucks:

• Capital Efficiency: Partners with global/domestic carriers – no capex on ships, planes, vehicles, warehouses
• Scalability: Can rapidly scale volumes by adding carrier partnerships without asset constraints
• Variable Cost Structure: Costs scale with revenue – no fixed depreciation or maintenance of owned assets
• Focus on Technology & Service: Management focus on platform development, customer service, sales vs asset management
• RoC Optimization: Limited capital employed; high returns on capital (profitability of ₹10.83 cr on likely modest net worth)
• Risk Mitigation: No exposure to asset obsolescence, maintenance costs, fleet management complexities

5. Strong Industry Tailwinds – India Logistics ₹591 Billion by FY27, SaaS $50 Billion by 2030:

• India Logistics Market: Projected to reach $591 billion by FY27 (per company statement) – massive addressable market
• India SaaS Market: Expected to grow to $50 billion by 2030 – exponential growth runway
• Make in India & Export Push: Government’s manufacturing focus driving export logistics demand
• E-commerce Boom: Online retail growth increasing parcel/courier and cross-border logistics needs
• Supply Chain Digitalization: Enterprises adopting technology for visibility, cost optimization, efficiency – SaaS demand surge
• MSME Formalization: GST-driven formalization bringing SMEs into organized logistics ecosystem
• Shipwaves Dual Positioning: Captures tailwinds from both logistics growth and SaaS adoption – diversified growth drivers

6. Promoter Retention & 100% Fresh Issue – Strong Skin-in-Game:

• No OFS: Entire ₹56.35 crore is fresh capital for company (zero promoter/investor exits)
• Promoter Commitment: Shareholding reduces from 99.96% to 66.79% purely due to dilution, not selling – retaining majority control
• Founder Confidence: Promoters (Kalandan Mohammed family) not cashing out despite 10-year journey – signals belief in future growth
• Alignment: 66.79% post-IPO holding ensures promoters’ interests aligned with minority shareholders
• Capital Deployment: All IPO proceeds benefit company operations (working capital, debt repayment, subsidiary investment) vs going to promoters
• Clean Structure: No private equity exits or complex shareholder structures – straightforward family-owned business going public

7. Profitability at Scale with Path to Further Margin Expansion:

• Already profitable at ₹108 cr revenue with ₹10.83 cr PAT (10% PAT margin)
• EBITDA margin of 17.51% (FY25) provides cushion for growth investments while maintaining profitability
• SaaS vertical at 17% of revenue with 65% gross margin – as this scales to 30-40% of revenue, blended margins will expand significantly
• Fixed cost leverage: Technology platform and ops infrastructure built; incremental revenue flows to bottom line
• IPO proceeds for working capital and debt repayment will reduce finance costs and improve RoCE
• H1 FY26 profitability (₹4.45 cr PAT) on track for ₹8-9 cr annualized – demonstrating sustained earnings power

Key Risks & Challenges

1. High Customer & Client Concentration Risk (Likely) – Disclosure Pending:

• Industry Pattern: Freight forwarding and logistics typically have high client concentration with top 10 clients contributing 40-60% revenue
• Risk: Loss of single major client (large exporter, manufacturer, e-commerce company) could materially impact revenue
• Contract Nature: Freight forwarding often project-based or annual contracts with no long-term guarantees
• Switching Costs: Low for freight forwarding (clients can easily switch to competitors); moderate for SaaS (integration stickiness)
• Disclosure Gap: RHP likely contains detailed client concentration data – investors must review before applying
• Mitigation Needed: Diversification across industries, geographies, client sizes critical for sustainable growth

2. Intense Competition from Established Logistics Players & Global Platforms:

Domestic Competitors:

• Tiger Logistics (India) Limited: Listed company, pan-India presence, diversified logistics services
• Lancer Container Lines Limited: Established container logistics player
• Timescan Logistics (India) Limited: Multi-vertical logistics company
• TCI, Mahindra Logistics, Gati, Blue Dart: Large Indian logistics giants with scale, brand, network
• Delhivery, Ecom Express, Shadowfax: E-commerce-focused logistics with tech capabilities

Global Digital Freight Platforms:

• Flexport (USA): $8 billion valuation, global freight forwarding platform, technology-first
• Freightos (Nasdaq listed): Digital freight marketplace, automated pricing, booking
• ShipBob, Shippo, Easyship: Cross-border e-commerce logistics platforms

SaaS Competitors:

• Oracle, SAP, Blue Yonder: Enterprise supply chain management software giants
• Logiwa, ShipStation, Shippit: Specialized logistics SaaS platforms

Competitive Pressures:

• Shipwaves’ ₹108 cr revenue vs TCI/Mahindra Logistics’ ₹5,000-10,000 cr – 50-100X size gap
• Global platforms have massive technology budgets, global carrier partnerships, brand recognition
• Price competition from numerous small freight forwarders
• SaaS market crowded with specialized and horizontal players

3. Working Capital Intensity – 48% of IPO Proceeds for Working Capital:

• High Working Capital Needs: ₹27.13 crore (48% of IPO) allocated to working capital (₹17.13 cr company + ₹10 cr subsidiary)
• Freight Forwarding Characteristics: Pay carriers upfront/on-delivery, collect from clients on 30-90 day credit terms – cash cycle mismatch
• Seasonal Volatility: Festive seasons, year-end exports create inventory and receivables spikes
• Growth Capital Trap: As revenue scales, working capital requirements grow proportionally – continuous funding needed
• Cash Flow Strain: H1 FY26 PAT of ₹4.45 cr may not fully convert to cash due to receivables, inventory, payables timing
• Debt Servicing: ₹15 cr for debt repayment indicates existing borrowings – company has been using debt to fund working capital

4. Dependence on Third-Party Carriers – No Owned Logistics Assets:

• Asset-Light Risks: Entire freight forwarding dependent on partnerships with shipping lines, airlines, trucking companies
• Carrier Pricing Power: If carriers increase rates or reduce capacity, Shipwaves’ margins compress
• Service Quality Dependency: Delayed shipments, damaged cargo, poor carrier service reflects on Shipwaves’ reputation despite no direct control
• Capacity Constraints: During peak seasons or supply chain disruptions (COVID-like scenarios), carriers prioritize large volumes – small players like Shipwaves may face capacity crunch
• Contract Terminations: Carrier partnerships typically non-exclusive; loss of key carrier relationships impacts operations
• Regulatory Compliance: Carriers’ regulatory violations or operational failures create liability exposure for freight forwarder

5. Technology Platform Execution Risk – SaaS Vertical Scaling Challenges:

• Product-Market Fit: SaaS contributing only ₹18 cr (17%) – need to prove enterprise adoption at scale
• Competition from Giants: Oracle, SAP, Blue Yonder have decades of R&D, global deployments, enterprise relationships
• Sales Cycle: Enterprise SaaS sales cycles 6-12 months – long gestation to convert leads to revenue
• Customer Churn Risk: If SaaS product doesn’t deliver ROI, customers cancel subscriptions – recurring revenue not guaranteed
• Technology Obsolescence: AI/ML, supply chain tech rapidly evolving – continuous R&D investment required to stay relevant
• Integration Complexity: Enterprises use SAP, Oracle ERP systems – seamless integration critical but technically challenging
• Talent Retention: SaaS requires skilled product managers, data scientists, engineers – talent war with Bangalore/Gurgaon startups

6. Geographic Concentration – India-Centric Operations:

• Revenue Geography: Likely majority revenue from India domestic and India-origin international shipments (exact mix not disclosed)
• Single Country Risk: India economic downturn, policy changes, trade restrictions directly impact business
• Currency Risk: If significant revenue from international freight, INR-USD fluctuations impact realizations
• Limited Global Presence: Unlike Flexport or Freightos with global offices, Shipwaves appears India-focused – limits access to international enterprise clients
• Regulatory Exposure: Changes in GST, customs regulations, import/export policies create compliance burden and cost volatility
• Expansion Capital: Establishing international offices requires significant capital and management bandwidth

7. SME Listing Challenges – Limited Liquidity, Lower Disclosure Standards:

• BSE SME Platform: Lower trading volumes than mainboard – liquidity constraints, difficulty exiting positions
• Institutional Disinterest: Large mutual funds, FPIs avoid SME stocks due to liquidity and regulatory constraints
• Price Discovery: Low volumes lead to high bid-ask spreads, valuation volatility
• Migration Timeline: Need ₹25 cr paid-up capital (post-IPO ₹14.14 cr) and profitability track record for mainboard migration – 3-5 year timeline
• Disclosure Standards: SME quarterly reporting less stringent than mainboard – investors have limited visibility into performance
• Market Maker Dependency: Liquidity dependent on market maker (Anant Securities) activity – if market maker inactive, stock illiquid
• Exit Risk: Challenging to sell holdings during market downturns or company-specific issues

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Disclaimer

This information is based on publicly available sources including SEBI DRHP/RHP filings, company disclosures, news reports, and industry research. Investors should conduct their own research and consult with financial advisors before making investment decisions.

Past performance is not indicative of future results. The company reported strong profitability growth (PAT nearly doubled to ₹10.83 crore in FY25), operates a hybrid freight forwarding + high-margin SaaS model (65% SaaS gross margin), but faces intense competition from established logistics players (Tiger Logistics, TCI, Mahindra Logistics, global platforms Flexport/Freightos), high working capital intensity (48% of IPO proceeds for working capital), third-party carrier dependency, and SME listing liquidity challenges. 100% fresh issue with no OFS indicates promoter confidence, but investors must review detailed client concentration, geographic revenue mix, and SaaS vertical traction data in RHP before applying. SME IPO investments carry higher risks including limited liquidity, lower disclosure standards, and price volatility. Grey Market Premium (GMP) not yet active / unofficial.