The Directors take the pleasure in presenting this 20th Annual Report of Jet Freight Logistics Limited (the "Company" or "JFLL") along with the Audited Financial Statements forthe Financial Year ("FY") ended on 31st March, 2026.
The consolidated performance of the Company and its subsidiaries have been referred to whereverrequired.
FINANCIAL HIGHLIGHTS/ PERFORMANCE OF THE COMPANY:
The financial results forthe Financial Year ended 31st March, 2026and the corresponding figures forthe last year are as under: -
|
Particulars
|
Consolidated
|
Standalone
|
| |
Financial Year 2025-2026
|
Financial Year 2024-2025
|
Financial Year 2025-2026
|
Financial
Year
2024-2025
|
|
Total Income (Gross)
|
44,42987
|
44,532.89
|
44,802.80
|
43,774.84
|
|
Less: Expenses
|
43,651.56
|
43,900.30
|
43,644.46
|
43,144.72
|
|
Profit Before Tax (Before Exceptional Item)
|
1,159.53
|
632.59
|
1,158.34
|
630.12
|
|
Exceptional items
|
|
-
|
|
-
|
|
Profit Before Tax (After Exceptional Item)
|
1,159.53
|
632.59
|
1,158.34
|
630.12
|
|
Less: - Current Tax
|
140.26
|
230.29
|
139.75
|
230.27
|
|
- Deferred Tax
|
269.92
|
12.93
|
269.85
|
12.93
|
|
Income Tax paid forEarlier years
|
68.49
|
14.32
|
68.49
|
14.32
|
|
Profit after Tax
|
680.86
|
375.05
|
680.25
|
372.60
|
|
Total comprehensive income for the year
|
688.29
|
374.26
|
687.70
|
371.81
|
|
Attributable to:
|
|
|
Shareholders of the Company
|
688.29
|
373.33
|
687.70
|
371.81
|
|
Non-Controlling interest
|
-
|
0.94
|
NA
|
NA
|
|
Opening balance of retained earnings
|
1,470.75
|
1,104.22
|
1,651.40
|
1,287.27
|
|
Closing balance of retained earnings
|
2,163.84
|
1,470.75
|
2,343.83
|
1,651.40
|
The above figures are extracted fromthe audited standalone and consolidatedfinancial statements ofthe Company
prepared inaccordance with the Indian Accounting Standards (“Ind AS").
NOTES:
1. The Consolidated Financial performance includes results of Jet Freight Logistics Limited and its Indian subsidiaries i.e. Jet Freight Express Private Limited (JET EXP) and Vank Global Services Private Limited (VANK) and wholly owned foreign subsidiaries i.e. Jet Freight Logistics BV and Jet Freight Logistics Inc. (together referredto as 'Group') .
2. Previous periods' figures have been regrouped, rearranged, and reclassified wherever necessary to correspond with those of the current period.
COMPANY'S PERFORMANCE AND STATE OF AFFAIRS Consolidated Performance
On a consolidated basis, the total income (gross) forFY 2025-2026stood at Rs. 44,429.87lakhs as against Rs. 44,532.89 lakhs in the previous FY. The profit after tax forFY 2025-2026 wasRs. 680.86lakhs, registering a growth of 81.54% over the profit after tax of Rs. 375.05lakhs in FY 2024-2025.
Standalone Performance
On a standalone basis, the total income (gross) forFY 2025-2026stood at Rs. 44,802.80lakhs as against Rs. 43,774.84 lakhs in the previous financial year,reflecting a growth of 2.35%.The profit after tax forFY 2025-2026 wasRs. 680.25 lakhs, registering a growth of 82.57% overthe profit after tax of Rs. 372.60lakhs in FY 2024-2025.
The Company did not undergo any change in the nature of its business during the Financial Year 2025-2026.
There have been no material changes and commitments, affecting the financial position of the Company, that have occurred between the end of the financial year to which the financial statements relate and the date of this Report.
TRANSFER TO RESERVES:
The Company has made no transfer to reserves forthe Financial Year 2025-2026.
DIVIDEND
The Board of Directors of the Company thought it would be prudent to conserve capital and has not recommended dividend forthe FY 2025-26.
OVERVIEW OF AIR CARGO:
The Indian air cargo and integrated logistics industry continued to demonstrate resilience during the Financial Year 2025-2026despite global macroeconomic challenges, evolving geopolitical developments and supply chain disruptions. Growth in the sector continued to be supported by increasing cross-border trade, expanding e-commerce, pharmaceutical exports, engineering goods, electronics and other high-value, time-sensitive cargo.
The Government of India continued to strengthen the country's logistics ecosystem through initiatives such as the National Logistics Policy, PM Gati Shakti National Master Plan, multimodal logistics parks, dedicated freight corridors and enhanced airport cargo infrastructure. These initiatives are expected to improve logistics efficiency, reduce transit time and logistics costs, and enhance India's competitiveness in global trade.
The industry witnessed accelerated adoption of digital technologies, including automation, artificial intelligence, data analytics, digital documentation and real-time cargo tracking solutions, enabling logistics service providers to improve operational efficiency, cargo visibility and customer experience.
The global air cargo industry also experienced significant geopolitical challenges during the year. Continuing regional conflicts, geopolitical tensions, airspace restrictions and disruptions to international shipping routes resulted in changes to traditional trade lanes, longer transit times, higher freight and insurance costs and increased operational complexities forlogistics operators. However, these developments also accelerated demand forair freight as businesses increasingly preferred faster and more reliable transportation for high-value and time-sensitive cargo. Logistics companies responded by diversifying transportation routes, strengthening multimodal logistics capabilities and enhancing supply chain resilience.
The industry also continued to place greater emphasis on sustainability through adoption of environmentally responsible practices, optimisation of transportation networks, energy-efficient warehousing, reduction of carbon emissions and increased use of digital processes as part of broader Environmental, Social and Governance (ESG) initiatives.
Looking ahead, the long-term outlook forthe Indian air cargo and logistics industry remains positive. Rising international trade, increasing manufacturing under the "Make in India" initiative, the "China Plus One" strategy, expansion of cross¬ border e-commerce, continued Government policy support, infrastructure development and digital transformation are
expected to drive sustained growth. While geopolitical uncertainties, fuel price volatility and changes in global trade policies may continue to pose challenges, the Indian logistics sector remains well positioned to capitalise on emerging opportunities and strengthen its role in global supply chains.
SIGNIFICANT EVENTS OCCURRED DURING THE FINANCIAL YEAR 2025-2026:
During the year under review, the following significant events occurred in the Company:
1. Strategic Partnership for India's First Airbus A330 Passenger-To-Freighter (P2F) Widebody Cargo Aircraft Programme:
During the Financial Year 2025-2026,the Company achieved a significant strategic milestone by entering into a partnership with Elbe Flugzeugwerke GmbH (EFW),Germany, Seclink Group and Confity Capital Partners under a multi-aircraft order forthe Airbus A330 Passenger-to-Freighter (P2F) Conversion Programme.
Pursuant to the said strategic collaboration, the Company became the first Indian cargo airline operator to participate in the operation of widebody Airbus A330 P2Faircraft in India. The Airbus A330 P2Fconversion programme, developed by Airbus in collaboration with EFW,facilitates the conversion of passenger aircraft into dedicated freighter aircraft capable of transporting significantly higher cargo volumes across medium and long- haul international routes.
This strategic initiative is expected to substantially strengthen the Company's air cargo capabilities by enhancing it's carrying capacity, expanding its international route network and enabling the transportation of a broader range of high-volume, time-sensitive and specialised cargo. The partnership also supports the Company's long¬ term growth strategy of expanding its presence in the international air cargo and integrated logistics sector while reinforcing its commitment towards delivering efficient, reliable and technology-driven logistics solutions.
The collaboration further aligns with the Government of India's vision of strengthening the country's aviation and logistics infrastructure and positions the Company to capitalise on the growing opportunities arising from increasing global trade, cross-border e-commerce and the expanding demand for dedicated air cargo services.
2. Alteration of the Memorandum of Association:
During the Financial Year 2025-2026,the Company altered the Object Clause of its Memorandum of Association to align its constitutional documents with its evolving business strategy and future growth plans. The alteration wasapproved by the Members of the Company by wayof a Special Resolution passed on September 25, 2025, in accordance with the applicable provisions of the Companies Act, 2013and the rules made thereunder.
SHARE CAPITAL:
A. Authorised Share Capital:
The Authorised Share Capital of the Company comprises of Rs. 75,00,00,000/- (Rupees Seventy-Five CroreOnly) divided into 15,00,00,000 Equity Shares of Rs. 5/-(Rupees Five Only) each.
B. Issued and Paid-up Share Capital and Warrants:
Ason the Financial Year March 31, 2026,the Issued and Paid of the Company stood at Rs. 23,20,18,920/-(Rupees Twenty-Three Crores Twenty Lakhs Eighteen Thousand Nine Hundred and Twenty Only) divided into 4,64,03,784 Equity Shares of Rs. 5/-(Rupees Five Only) each.
Further, during the Financial Year 2025-2026,the Members of the Company, at the Extra-Ordinary General Meeting held on February 20, 2026,approved the issuance of 4,04,57,750(Four CroreFour Lakh Fifty-Seven Thousand Seven Hundred Fifty) Convertible Warrants on a preferential basis at an issue price of 18/-(Rupees Eighteen Only) per warrant, aggregating up to 72,82,39,500/-(Rupees Seventy-Two CroreEighty-Two Lakh Thirty-Nine Thousand Five Hundred Only), to certain persons/entities belonging to the Promoter Group and Non-Promoter Category, in accordance with the applicable provisions of the Companies Act, 2013,the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018and other applicable laws.
Each warrant carries an entitlement to subscribe to and be allotted one fully paid-up equity share of face value 5/-each at a premium of 13/-per share, upon payment of the balance subscription amount, at any time within 18 (Eighteen) months from the date of allotment, subject to the terms and conditions of the issue.
Subsequent to the shareholders' approval, the Company received in-principle approvals from BSE Limited and the National Stock Exchange of India Limited on May 21, 2026.Pursuant thereto, the Board of Directors, at their meeting held on June 05, 2026,allotted the Convertible Warrants to the eligible allottees who had paid the requisite 25% towards the warrant subscription price in accordance with the applicable regulatory requirements.
The utilisation of funds raised through Preferential Issue will be reviewed and place before the Audit Committee as part of quarterly review of financial results and the details of the same will be filed with the Stock Exchanges on a quarterly basis, pursuant to Regulation 32of the SEBI Listing Regulations.
SUBSIDIARIES, ASSOCIATES AND HOLDING COMPANY:
The Company has 4(Four) subsidiaries as on March 31, 2026,three of which are wholly-owned subsidiaries. There are no associates orjoint venture companies within the meaning of Section 2(6)of the Companies Act, 2013 ("Act")as on March 31, 2026.There has been no material change in the nature of the business of the subsidiaries.
Jet Freight Express Private Limited ("Jet XPS")
Jet XPS wasincorporated in June 17, 2018.Jet XPS is a wholly-owned subsidiary. The Company holds 100%stake in Jet XPS as on March 31, 2026.During the financial year ended March 31, 2026,it achieved total revenue from operations of 73.11lakhs, Earnings before interest, tax, depreciation and amortization (EBITDA), before exceptional items of 1.18 lakhs and Profit before tax (PBT), before exceptional items, of 1.18 lakhs.
Jet Freight Logistics B.V.
Jet Freight Logistics B.V., a wholly-owned subsidiary of the Company is incorporated in Netherlands on April 22, 2021. Jet Freight Logistics B.V. is yet to commence its operations.
Jet Freight Logistics Inc.
Jet Freight Logistics Inc., a wholly-owned subsidiary of the Company is incorporated in United States of America on December 21, 2022.Jet Freight Logistics Inc. is yet to commence its operations.
Vank Global Services Private Limited (Vank)
Vank Global Services Private Limited, is a subsidiary of the Company. The Company holds 51%stake in Vank as on March 31, 2026.During the financial year ended March 31, 2026,the Company did not carryout any operations during the year,and accordingly the Earnings before interest, tax, depreciation and amortization (EBITDA), before exceptional items stand NIL and Profit before tax (PBT), before exceptional items also stand NIL.
The Company does not have any material subsidiary as defined under Regulation 16(1)(c) of the SEBI Listing Regulations 2015.
The Policy fordetermining material subsidiary is available on the website of the Company and can be accessedhere
Subsequent to the closure of the Financial Year under review, the Board of Directors of the Company approved the proposal formaking a strategic investment in Natwest Trade &Logistics Services - FZCO,a company incorporated under the International Free ZoneAuthority (IFZA), Dubai, United Arab Emirates, with the objective of expanding the Company's international footprint and strengthening its presence across key global logistics markets.
The Company proposes to acquire 45%equity stake in Natwest Trade &Logistics Services - FZCO,pursuant to which, upon completion of the proposed acquisition, the said entity will become an Associate Company of the Company. Natwest Trade &Logistics Services - FZCOis engaged in the business of General Trading, Freight Brokerage, Management Consultancy Services and technology-driven Freight & CargoBrokering Services. The proposed investment is expected to strengthen the Company's global logistics network, enhance its freight forwarding capabilities, facilitate
cross-border trade and enable the Company to leverage technology-driven logistics solutions in the UAE and other international markets.
No Company has become or ceasedto become subsidiary, associate orJoint Venture of the Company during the year under review.
HIGHLIGHTS OF FINANCIAL PERFORMANCE OF SUBSIDIARIES AND JOINT VENTURE
Pursuant to Section 129(3)of the Act, a separate statement containing salient features of the financial statements of each subsidiary of the Company is annexed in the format of Form AOC-1 to the Financial Statements of the Company. The Financial Statements of all the aforesaid subsidiaries have been considered in the Annual Audited Consolidated Financial Results of the Company.
Further, pursuant to the provisions of Section 136of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries (except forJet Freight Logistics B.V. &Jet Freight Logistics Inc.), are available on the website of the Company which can be accessedhere.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT, AND CORPORATE GOVERNANCE REPORT
Pursuant to SEBI Listing Regulations, the Management Discussion and Analysis Report, and Corporate Governance Report along with the Certificate received from Parikh &Associates, Practising Company Secretaries, confirming compliance with corporate governance requirements as per SEBI Listing Regulations are annexed as 'Annexure 1' and 'Annexure 2' respectively to this Report.
CORPORATE SOCIAL RESPONSIBILITY
JET Freight's primary focus is not limited to creating value, but also extends to sharing it. The Company considers CSR as one of the important means of sharing value with the community in which it operates.
The Company's CSR Policy is reflective of its CSR philosophy and highlights the snapshot of activities undertaken by the Company. The scope of the Policy includes the areas covered under the Policy and activities eligible forCSR contribution. The other aspects covered by the Policy include guiding principles for:(i) selection of CSR activities and annual action plan, (ii) execution of CSR activities and (iii) monitoring CSR activities.
The Company's CSR policy is available on the website of the Company and can be accessedhere.
The Company's CSR initiatives extend to:
Gender equality: To prevent female foeticide by creating awareness amongst Parents, that would be Parents, un-wed mothers as well as providing practical alternatives, choices and options to take care of, and nurture the mother and baby.
Education: To educate pros and cons of different choices that a mother has and encourage acceptance of pregnancy.
Aiding Pregnant Women: To provide help and aid formedical facilities forexpectant mother and babies.
The requisite details on CSR initiatives pursuant to Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014are annexed as 'Annexure 3' to this Report.
ANNUAL RETURN
The Annual Return of the Company forthe Financial Year 2025-26is available on the website of the Company athere UNCLAIMED DIVIDEND / INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Asper Section 124of the Act read with the Rules made thereunder, any dividend amount transferred to Unpaid Dividend Account which remains unclaimed orunpaid for 7years is required to be transferred to IEPF.
The details of dividends transferred to IEPF by the Company during the year are available on the website of the Company and can be accessedhere
The Company intimates concerned Members and issues public notice in respect of dividends to be transferred to IEPF in the newspaper, on timely basis.
LOANS, GUARANTEES, SECURITIES AND INVESTMENTS
The details of loans and guarantees given, securities provided and the investments made by the Company as on March 31, 2026pursuant to Section 186 of the Act are provided in the Annual Audited Financial Statements forming the part of Annual Report.
RELATED PARTY TRANSACTIONS
Pursuant to clause (h) of sub-section (3)of Section 134of the Act and Rule 8(2)of the Companies (Accounts) Rules, 2014,the details of contracts /arrangements entered with related parties in prescribed Form AOC-2,is annexed as 'Annexure 4 to this Report.
The Company's Policy on materiality of related party transactions and on dealing with related party transactions is available on the Company's website and can be accessedhere
BOARD MEETINGS
During the year under review, seven (7)Board Meetings wereheld. The details of the Board Meetings held during the year are mentioned in the Corporate Governance Report annexed to this Report.
SECRETARIAL STANDARDS
The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.
DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors of the Company have submitted declarations confirming that:
a) They are independent as per Section 149(6) of the Act and Regulation 16of SEBI Listing Regulations;
b) They have registered themselves with Independent Directors' Database of The Indian Institute of Corporate Affairs ('IICA'), and have cleared the online proficiency test of IICA, as applicable;
c) They are not aware of any circumstances orsituations, which exist ormay be reasonably anticipated, that could impair orimpact their ability to discharge their duties with an objective independent judgment and without any external influence; and
d) They have complied with the Code of Conduct forIndependent Directors as prescribed under Schedule IVto the Act, as applicable.
Accordingly, the Board of Directors of the Company is of the viewthat Independent Directors fulfil the criteria of independence and they are independent from the management of the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
Asrequired under the provisions of Section 134of the Act, your Directors report that:
a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent soas to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profits of the Company forthat period;
c) The Directors have taken proper and sufficient care forthe maintenance of adequate accounting records in accordance with the provisions of the Act forsafeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;
d) The Directors have prepared the annual accounts on a going concern basis;
e) The Directors have laid down internal financial controls (asrequired by Explanation to Section 134(5)(e) of the Act) to be followed by the Company and such internal financial controls are adequate and are operating effectively; and
f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.
DETAILS OF BOARD OF DIRECTORS:
The Composition of the Board of Directors of the Company at the end of the Financial Year 2025-2026are as follows:
|
Sr. No.
|
Name of the Person
|
Category
|
|
1
|
Mr. Richard Francis Theknath
|
Chairman &Managing Director
|
|
2
|
Mr. Dax Francis Theknath
|
Whole-time Director
|
|
3
|
Mrs. Agnes Francis Theknath
|
Non-Executive Director
|
|
4
|
Mr. Rushabh Prashant Patil
|
Independent Director
|
|
5
|
Mr. Ajay Madhusudan Gandeja
|
Independent Director
|
|
6
|
Ms. Jaya Ankur Singhania
|
Independent Director
|
CHANGES IN DIRECTORS & AND KEY MANAGERIAL PERSONNEL DURING THE YEAR
Atthe 19th Annual General Meeting of the Company held on September 25, 2026,Mrs. Agnes Theknath (DIN: 06394750) wasre-appointed as Director of the Company after retiring by rotation. Further, there wasno change in the Key Managerial Personnel(s) during the year under review.
CHANGES IN DIRECTORS & AND KEY MANAGERIAL PERSONNEL POST THE CLOSURE OF FINANCIAL YEAR
The members of the Company by the wayof postal ballot dated May 28, 2026,approved the Re-appointment of Mr. Richard Francis Theknath, (DIN: 01337478)as Managing Director and Chairman of the Company &Re-appointment of Mr. Dax Francis Theknath, (DIN: 01338030) as Whole-time Director of the Company for a period of three years and fixed their Remuneration.
The Voting results along with the Scrutinized Report are also being made available on the Company's website at www.jfll.com
Further, there was no change in the Key Managerial Personnel(s) post the closure of Financial Year.
RETIRE BY ROTATION
Atthe 20th Annual General Meeting of the Company to be held on September 23,2026,the Board of Director recommends to the Members of the Company forthe re-appointment of Mr. Richard Francis Theknath (DIN: 01337478),who retires by rotation and being eligible, offers himself forreappointment as Director.
Abrief resume of Mr. Richard Francis Theknath (DIN: 01337478)proposed to be re-appointed consisting nature of expertise in specific functional areas and name of companies in which he hold directorship and/ormembership/ chairmanships of committees of the respective Boards, shareholding and relationship between directorship inter-se as stipulated under Reg. 36(3)of the SEBI (LODR) Regulations, 2015,are annexed to the notice of AGM forming part of the Annual Report.
COMMITTEES OF THE BOARD AND RECOMMENDATIONS OF THE AUDIT COMMITTEE
The Company has duly constituted the following statutory committees as per the provisions of the Act and SEBI Listing Regulations:
• Audit Committee
• Nomination and Remuneration Committee
• Stakeholders' Relationship Committee
The details of the composition, number of Meetings, terms of reference and other information of all the aforesaid committees are included in the Corporate Governance Report which forms part of this Report.
During the year under review, there wereno instances when the recommendations of the Audit Committee werenot accepted by the Board of Directors of the Company.
DIRECTORS AND OFFICERS INSURANCE (‘D AND O INSURANCE'):
With the continuous effort of becoming a qualitative Corporate Governance Company and in order to safeguard the interest of our Directors and Officers, the Company has renewed Directors and Officers insurance ('D and O insurance') from TATA AIG General Insurance Company Ltd, one of the most preferred liability insurance underwriters among corporates in India.
CREDIT RATING:
The Company has been assigned a credit rating of 'IVR BBB-/Stable' (IVR Triple B Minus with Stable Outlook) forits long-term bank facilities and 'IVR A3' forits short-term bank facilities. The aforesaid credit ratings wereassigned by Infomerics Valuation and Rating Limited on February 13, 2026.
VIGIL MECHANISM/ WHISTLE BLOWER:
Asper the requirements of the Act and SEBI Listing Regulations, the Company has a Whistle Blower Policy approved by the Board of Directors. The objectives of the policy are:
• To provide a Vigil Mechanism forDirectors and employees of the Company and other persons dealing with the Company to report to the Audit Committee, their concerns relating to the Company, any instance of unethical behaviour, actual orsuspected fraud orviolation of the Company's Ethics Policy;
• To safeguard the confidentiality and interest of such employees /other persons dealing with the Company against victimization, who notice and report any unethical orimproper practices; and
• To appropriately communicate the existence of such mechanism within the organization and to outsiders.
Vigil Mechanism (Whistle Blower) Policy is available on the website of the Company and can be directly accessed fromhere. The Company confirms that no personnel have been denied access to the Audit Committee pursuant to the whistle blower mechanism.
ANNUAL PERFORMANCE EVALUATION
Pursuant to the provisions of the Act and SEBI Listing Regulations, performance evaluation wascarried out as under: Individual Directors
a)Independent Directors: In accordance with the criteria suggested by the Nomination and Remuneration Committee, the performance of each Independent Director wasevaluated by the entire Board of Directors (excluding the Director being evaluated) on various parameters like qualification, experience, availability and attendance, financial literacy, commitment, contribution, knowledge &Skills, Competency, responsibilities towards the Board etc. The Board appreciated the contribution made by all the Independent Directors in guiding the management and concluded that continuance of each Independent Director on the Board will be in the interest of the Company.
The Board wasalso of the unanimous viewthat each Independent Director wasa reputed professional and brought his/her rich experience to the deliberations of the Board.
b) Non-Independent Directors: The performance of each of the Non-Independent Directors (including the Executive Chairman) wasevaluated by the Independent Directors at their separate meeting. Further, their performance wasalso evaluated by the Board of Directors. Various criteria considered forthe purpose of evaluation included qualification, experience, availability and attendance, financial literacy, commitment, contribution, knowledge & Skills, Competency, responsibilities towards the Board etc. The Independent Directors and the Board wereof the unanimous viewthat all the Non-Independent Directors wereproviding good business and people leadership.
Board of Directors:
In accordance with the criteria suggested by the Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes and Board dynamics. The Independent Directors, at their separate Meeting, also evaluated the performance of the Board as a whole based on various criteria. The Board and the Independent Directors wereof the unanimous viewthat performance of the Board of Directors as a whole wassatisfactory.
Committees of the Board of Directors
The performance of the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders' Relationship Committee and the Management Committee wereevaluated by the Board having regard to various criteria such as committee composition, committee processes and committee dynamics. The Board wasof the unanimous viewthat all the committees wereperforming their functions satisfactorily and according to the mandate prescribed by the Board under the regulatory requirements, including the provisions of the Act read with the Rules made thereunder and SEBI Listing Regulations.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Company has a policy on Appointment and Remuneration of Directors, Key Managerial Personnel and Other Employees as per Section 178(3)of the Act and Regulation 19 of SEBI Listing Regulations, which includes:
• Criteria foridentification of persons forappointments as Directors and in senior management positions;
• Criteria fordetermining qualifications, positive attributes, independence of a director;
• Board Diversity;
• Remuneration to Non-Executive Directors, Key Managerial Personnel and Senior Management and remuneration to other employees.
The Policy on Appointment and Remuneration of Directors, Key Managerial Personnel and Other Employees is avail¬ able on the Company's website and can be accessedhere. While considering the appointment of a Director, Key Man¬ agerial Personnel and Senior Management, the Board doesn't discriminate on the basis of gender, race orethnicity, nationality, country of origin orcultural background oron any other grounds.
PARTICULARS OF EMPLOYEES:
The total number of permanent employees of the Company as on March 31, 2026 was 205.The requisite details under Section 197(12)of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014form part of "Annexure 5" to this Report.
The requisite details relating to the remuneration of the specified employees under Rule 5(2)and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014form part of this Report.
PREVENTION OF WORKPLACE HARASSMENT
The Company has in place a gender neutral Anti-Sexual Harassment Policy which aims to provide an environment, which is free of discrimination, intimidation and abuse.
The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The details of complaints received, disposed and pending, during FY 2026are as follows:
|
Particulars
|
No. of complaints
|
|
Number of complaints of sexual harassment received
|
NIL
|
|
Number of complaints disposed
|
NIL
|
|
Number of complaints pending as on March 31, 2026
|
NIL
|
|
Number of casespending formore than 90 days
|
NIL
|
INTERNAL FINANCIAL CONTROL
The Company has in place adequate internal financial controls with reference to Financial Statements. It has laid down certain guidelines, policies, processes and strictures which are commensurate with the nature, size, complexity of operations and the business processes followed by the Company. These controls enable and ensure the systematic and efficient conduct of the Company's business, protection of assets, prevention and detection of frauds and errors and the accuracy and completeness of the accounting and financial records.
The controls have been reviewed and found satisfactory on the following key control matrices:
a) Financial controls
b) Operational controls
The Audit Committee of the Board of Directors periodically reviews the progress of audits and critical internal audit findings presented by internal auditors and status of implementation of audit recommendations.
RISK MANAGEMENT POLICY
The Company has developed and implemented on voluntary basis, a Risk Management Policy which identifies and, monitors major risks which may threaten the existence of the Company. The same has also been adopted by our Board and is also subject to its review from time to time. Risk mitigation process and measures have been also formulated and clearly spelled out in the said policy. Further, the said policy is also available on website of Company and can be accessedhere.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information required pursuant to Section 134(3)(m) of the Companies Act, 2013read with Rule 8(3)of the Companies (Accounts) Rules, 2014relating to Conservation of Energy, Technology Absorption and Research &Development is not applicable to the Company, considering the nature of its business and operations.
The Company is primarily engaged in providing service-based activities and does not undertake any manufacturing or processing activities involving significant consumption of energy orrequiring absorption of specialised manufacturing technology.
Accordingly, the particulars relating to conservation of energy, utilisation of alternate sources of energy, capital investment on energy conservation equipment, technology absorption, benefits derived from such technology, imported technology and expenditure incurred on Research and Development are not applicable to the Company for the financial year under review.
Further, the details with respect to the Foreign Exchange Earnings and Outgo are as follows:
|
Particulars
|
2025-26
|
2024-25
|
|
Foreign Exchange Earnings
|
4,339.21
|
1,646.49
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Foreign Exchange outgo
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527.17
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822.87
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STATUTORY AUDITOR:
Atthe 19th AGM held on September 25, 2025,the Members of the Company approved the appointment of M/s. Ajay Shobha & Co.,Chartered Accountants (Firm Registration No. 317031E) forthe first term of 5 (Five) consecutive years commencing from the conclusion of the 19th Annual General Meeting until the conclusion of 24th Annual General Meeting based on the recommendations of the Audit Committee and the Board of Directors of the Company.
STATUTORY AUDITOR'S REPORT
There is no qualification, reservation oradverse remark ordisclaimer made by the Statutory Auditors in their report on the Annual Audited Standalone and Consolidated Financial Statements of the Company forthe financial year ended March 31, 2026.They have not reported any incident of fraud to the Audit Committee of the Company during the year under review.
SECRETARIAL AUDITOR:
Atthe 19th AGM held on September 25, 2025,the Members of the Company approved the appointment of M/s. Parikh & Associates,Practising Company Secretaries as Secretarial Auditors of the Company fora term of 5 consecutive years, from the financial year 2025-26to financial year 2029-30and remuneration to be paid to them.
SECRETARIAL AUDIT REPORT
Pursuant to Section 204(1)of the Act and Regulation 24Aof SEBI Listing Regulations, the Secretarial Audit Report of the Company forthe financial year ended March 31, 2026issued by Parikh &Associates, Practising Company Secretaries, is annexed as "Annexure 6" to this Report. The aforesaid Report do not contain any qualification, reservation or adverse remark ordisclaimer.
DEPOSITS:
The Company has not accepted any deposit from the public pursuant to Section 73of the Act and the Companies (Acceptance of Deposits) Rules, 2014.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
During the year under review, there has been no such significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.
COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961
The company is compliant with the applicable provisions of the maternity benefit act, 1961 and has policies, systems and processes in place to ensure ongoing compliance wherever applicable.
PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 AND THE DETAILS OF THE DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS
No disclosures are required in respect of sub rule xi &xii of Rule 8(5)of The Companies (Accounts) Rules, 2014read with Section 134(3)(q) as the same is not applicable to the Company during the Financial Year.
ACKNOWLEDGEMENTS
We place on record our appreciation of the contribution made by employees at all levels. Our resilience to meet challenges was made possible by their hard work, solidarity, cooperation and support.
Your Directors take this opportunity to place on record their appreciation and sincere gratitude to the Government of India, the Government of Maharashtra, Bankers to the Company, the Airlines, customers, and its employees/ consultants for their valuable support and look forward to their continued co-operation in the years to come.
Your Directors acknowledge the support and co-operation received from the employees and all those who have helped in the day-to-day management.
By order of the Board of Directors,
For JET FREIGHT LOGISTICS LIMITED
Richard Francis Theknath Dax Francis Theknath
Chairman & Managing Director Whole-time Director
DIN:01337478 DIN:01338030
Place: Mumbai Date: August 13, 2026
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