Jet Freight Logistics Ltd

Business overview

• India's full-stack integrated logistics partner offering air, ocean, rail, and surface services.
• Focus on e-commerce, agro products, and Pharmaceuticals logistics.
• Transitioning from 2PL toward 4PL with technology-enabled capabilities.
• 13 Indian branches and 4 international locations; serves 150+ countries.
• BSA with major airlines and high network reach to ensure cargo movement.

Key operational highlights

• Q1 FY27 revenue from operations ₹17,898.84 Lakhs, up 49.5% YoY.
• Q1 FY27 EBITDA ₹675.46 Lakhs; EBITDA margin 3.77%.
• Q1 FY27 PAT ₹252.88 Lakhs; PAT margin 1.41%.
• Preferential warrants: total issue ₹67.37 Crore; warrants allotted 3.74 Crore.
• Upfront subscription received ₹16.84 Crore; warrant price ₹18 per warrant.

Financial performance

• Total income for Q1 FY27 ₹17,922.75 Lakhs; up 47.89% YoY.
• Revenue from operations grew QoQ by 40.27%.
• EPS ₹0.54; YoY growth 42.11%.

Capital structure & liquidity

• Balance sheet strengthened via preferential warrants; upfront cash ₹16.84 Cr.
• Total issue size ₹67.37 Cr; warrants allotted 3.74 Cr.
• Cash & cash equivalents at FY26 year-end ₹95.83 Lakhs.
• Short-term borrowings ₹5,856.20 Lakhs; long-term borrowings ₹1,493.08 Lakhs.

Strategic priorities & outlook

• Expand Ocean Freight to diversify and scale multimodal capabilities.
• Grow in targeted markets: India-Canada, India-Europe, Gulf region.
• ERP/CRM with AI roadmap to improve efficiency and customer experience.
• Strengthen partnerships, pricing optimization, and service differentiation.

Risks & mitigation

• Rising finance costs evidenced by higher interest expense year-on-year.
• Expansion-related execution risk requiring disciplined capital allocation.

Governance & leadership

• Chairman & MD: Richard Francis Theknath; Executive Director: Dax Francis Theknath.
• CFO: Deepak Kacha; Independent Directors: Ajay Gandeja, Jaya Singhania, Rushabh Patil.
• Company Secretary: Anmol Patni.

Nature of Restructuring

• Board increases borrowing limit to INR 250 crore.
• Creates fixed/ floating charge up to INR 250 crore.
• Loans/guarantees to others up to INR 150 crore.
• Infuses capital into Jet Freight Logistics INC (USA) via cash.
• Voluntary strike-off and dissolution of Jet Freight Logistics B.V. (Netherlands).

Entities Involved

• Jet Freight Logistics Limited is the parent company.
• Jet Freight Logistics INC (USA) is a wholly owned subsidiary.
• Jet Freight Logistics B.V. (Netherlands) is a wholly owned subsidiary to be dissolved.

Key Transaction Details

• Capital infusion to US subsidiary to capitalize opportunities and expand footprint.
• Infusion to be cash-based, in one or more tranches.
• No ownership change in the US subsidiary.
• Dutch subsidiary to be dissolved after requisite approvals.
• Dissolution targeted by end-Jan 2027.

Financial Impact

• Borrowing limits capped at INR 250 crore; security to secure borrowings.
• Inter-company lending/guarantee limits up to INR 150 crore.
• Capital infusion amount not disclosed; cash-based.
• Jet Freight B.V. has no turnover to date.

Rationale & Strategic Objectives

• Capital infusion to capitalize USA opportunities and expand international footprint.
• Expected to enhance long-term growth and value.

Related Party & Shareholder Impact

• Jet Freight Logistics INC is a wholly owned subsidiary.
• Promoter director Mr. Richard Francis Theknath is a director of the investee.
• Infusion is a related party transaction, to be at arm's length.
• No change in ownership stake of the subsidiary.

Approvals & Timeline

• Shareholder approvals required for borrowings and related limits.
• Statutory approvals for NL strike-off of JF B.V.
• AGM set for 23 Sep 2026; record date 16 Sep 2026.
• Capital infusion into US subsidiary to be completed by 31 Mar 2027.
• Strike-off of JF B.V. expected by Jan 2027.

No deviation in use of proceeds

• No deviation or variation in use of proceeds from warrants.
• Mode of fund raising: Fully Convertible Warrants issued.
• Date of raising funds: June 5, 2026 (allotment of warrants).
• Amount raised: INR 16.84 Crores (25% of total issue size INR 67.36 Crores).
• Audit Committee reviewed NIL deviation statement; Monitoring agency: Not Applicable.
• Report filed for quarter ended June 30, 2026.

Financial highlights

• Standalone revenue from operations: ₹17,896.85 Lakhs in Q1 FY27.
• Consolidated revenue from operations: ₹17,898.84 Lakhs in Q1 FY27.
• Standalone PAT: ₹252.56 Lakhs; Consolidated PAT: ₹252.88 Lakhs.
• Basic and diluted EPS: ₹0.54 for both standalone and consolidated.
• Total income: Standalone ₹17,923.19 Lakhs; Consolidated ₹17,922.75 Lakhs.
• Profit before tax: Standalone ₹366.54 Lakhs; Consolidated ₹366.97 Lakhs.

Capital actions & liquidity

• Convertible warrants: 3.7427 crore at ₹18; proceeds for WC, debt, corporate.
• Application money received: ₹1,684.25 Lakhs; balance ₹5,052.74 Lakhs receivable within 18 months.
• Utilisation: ₹458.85 Lakhs for WC; ₹600.00 Lakhs for debt repayment; ₹625.40 Lakhs for corporate purposes.

Audit status & scope

• Board approved results; meeting held on 13 August 2026.
• Consolidated results include four subsidiaries; interim information unaudited.

Meeting Details

• Board meeting scheduled for Thursday, August 13, 2026.

Key Agenda Items

• Consider and approve unaudited standalone and consolidated financial results for quarter ended June 30, 2026.

Other Notes

• Trading window for dealing in company securities was closed from July 01, 2026.

Target overview

• Target entity: Natwest Trade & Logistics Services – FZCO, a Dubai Free Zone Company.
• Turnover: AED 350,000 for FY2025.
• Paid-up capital: AED 50,000 (100 shares, AED 500 each).
• Industry: General Trading, Freight Brokerage, Management Consultancy, tech-enabled logistics.
• Acquisition not a related party transaction; no promoter/group interest.
• Rationale: expand international footprint and strengthen global logistics network.
• Regulatory approvals: none required.
• Completion timeline: tentatively within 2 years.
• Consideration: cash; Rs 18 crore, payable in tranches.
• Shareholding acquired: 45% of enhanced issued share capital.
• Background: Dubai Free Zone, founded by Abhinav Batra.
• Incorporated 22 November 2024; activities include General Trading, Freight Brokerage, Management Consultancy.
• Presence across United Arab Emirates.

Regulatory applicability and requests status

• RTA confirms Regulation 74(5) not applicable; all shares are in demat form.
• No dematerialisation or rematerialisation requests were received during the quarter.

Ranjith Kuniyil – Appointment

• Appointment: Mr. Ranjith Kuniyil appointed Senior Management Personnel, effective July 1, 2026; 23-year logistics pro; not related.

Hetal Shah – Appointment

• Appointment: Mr. Hetal Shah appointed Senior Management Personnel, July 1, 2026; 22-year logistics pro; not related.

Desiree Dantas – Appointment

• Appointment: Ms. Desiree Dantas appointed Senior Management Personnel, July 1, 2026; 20-year HR leader; not related.

Samuel Prabhu Kumar W – Appointment

• Appointment: Mr. Samuel Prabhu Kumar W appointed Senior Management Personnel, July 1, 2026; 29 years in freight.

Irfan Buran Shaikh – Appointment

• Appointment: Mr. Irfan Buran Shaikh appointed Senior Management Personnel, July 1, 2026; 15 years logistics; not related.

Sidhartha Charan Jena – Appointment

• Appointment: Mr. Sidhartha Charan Jena appointed Senior Management Personnel, July 1, 2026; 18+ years logistics; not related.

Narendra Gupta – Appointment

• Appointment: Mr. Narendra Gupta appointed Senior Management Personnel, July 1, 2026; 10 years logistics; not related.

Mohnish Sunil Arora – Reporting structure change

• Change in reporting structure: Mr. Mohnish Sunil Arora; July 1, 2026; not related; seasoned logistics professional.

Parag Mehta – Reporting structure change

• Change in reporting structure: Mr. Parag Mehta; July 1, 2026; not related; 37 years logistics.

Deepak Dinesh Kacha – Reporting structure change

• Change in reporting structure: Mr. Deepak Dinesh Kacha; July 1, 2026; not related; 26 years logistics.

Venkata Ganesh Bathina – Reporting structure change

• Change in reporting structure: Mr. Venkata Ganesh Bathina; July 1, 2026; not related; 30+ years domestic logistics.

Edward Dsouza – Reporting structure change

• Change in reporting structure: Mr. Edward Dsouza; July 1, 2026; not related; 23 years logistics.

Sweety Lalitkumar Soni – Reporting structure change

• Change in reporting structure: Ms. Sweety Lalitkumar Soni; July 1, 2026; not related; 8 years logistics.