Jet Freight Logistics Ltd

Regulatory update

• DGGI conducted CGST inspection at registered office; concluded Oct 14, 2026.
• No material impact on financials or operations reported.

Appointment of Senior Management Personnel

• Appointment of Pushpendra Babuprasad Tiwari as Deputy General Manager - Courier Operations and Sales.
• Effective from October 05, 2026; designated as Senior Management Personnel.
• Reason: appointment approved by Board on recommendation of Nomination & Remuneration Committee.
• Profile: 20+ years in logistics, supply chain, and business development across e-commerce courier and freight sectors.
• Current role: Deputy General Manager (Sales/Operations) at Pace Express (2024–Present).
• Prior role: General Manager (Sales) at Universal Courier (2007–2024).
• Earlier role: Sales Head at Dart Logistics (2005–2007).
• Education: Bachelor of Commerce from Mumbai University.
• Languages: English, Hindi, Marathi, Gujarati.
• Relationship: Not related to any Director.

Senior Management Appointment

• Appointment of Pushpendra Babuprasad Tiwari as Deputy General Manager - Courier Operations and Sales; Senior Management Personnel.
• Effective from October 05, 2026.
• Reason: Board approved on Nomination & Remuneration Committee recommendation.
• Profile: 20+ years in logistics; currently DG Manager (Sales/Operations) at Pace Express.
• Disclosure: Not related to any Director of the Company.

Transaction summary

• Target Company: Jet Freight Logistics Limited.
• Disclosing Party: Promoter Group led by Theknath family (Richard Francis, Thea, Tyra, Tyrus Theknaths).
• Transaction Type: Acquisition of equity shares via warrant conversion.
• Pre-Transaction Holding: 2,36,26,488 voting rights (50.92%).
• Pre-Transaction Equity Capital: 5,09,23,447 shares.
• Shares acquired: 37,06,665; 7.28% of total voting rights.
• Mode: Preferential Allotment; Date: 25 September 2026.
• Post-Transaction Voting Rights: 4,58,66,488 shares (53.67%).
• Post-Transaction Diluted Capital: 54.70%.
• Total Equity Capital after: 8,38,31,478 shares.
• Total Diluted Capital after: Rs 41,91,57,390.

Overview

• Target: Jet Freight Logistics Limited; listed on NSE and BSE.
• Acquirers: Tyra, Tyrus, Thea Theknath with PACs.
• Promoter group status: Yes.
• Date of allotment: 25 September 2026.
• Mode: Preferential Allotment.
• Warrants convert to equity; ranking pari passu.
• Pre-acquisition promoter group voting rights: 50.92%.
• Pre-acquisition encumbrance: 2,36,26,488 shares encumbered; Dax pledged 61,80,000.

Pre-acquisition holdings

• Richard Francis Theknath held 1,08,48,452 shares (23.38%).
• Dax Francis Theknath held 96,18,000 shares (20.73%).
• Agnes Francis Theknath held 31,60,000 shares (6.81%).
• Total voting rights of acquirer + PACs: 50.92%.

Acquisition details

• Acquisition: 37,06,665 equity shares via warrants conversion.
• Percentage: 7.28% of voting rights.
• Date: 25 September 2026.
• Mode: Preferential Allotment.
• Equity share capital before: Rs 23,20,18,920 across 4,64,03,784 shares.
• Equity share capital after: Rs 25,46,17,235 across 5,09,23,447 shares.
• Total diluted capital after: Rs 41,91,57,390 across 8,38,31,478 shares.

Post-acquisition holdings

• Post-acquisition voting rights total: 2,73,33,153 shares (53.67%).
• Richard Francis Theknath: 1,08,48,452 shares (21.30%).
• Dax Francis Theknath: 96,18,000 shares (18.89%).
• Agnes Francis Theknath: 31,60,000 shares (6.21%).
• Tyra Richard Theknath: 12,35,555 shares (2.43%).
• Tyrus Richard Theknath: 12,35,555 shares (2.43%).
• Thea Richard Theknath: 12,35,555 shares (2.43%).
• Warrants outstanding post-acquisition: 1,85,33,335 shares.
• Total diluted voting capital after acquisition: 54.70%.

Promoter stake change via warrant conversion

• Date: 25 September 2026; warrants converted into equity via preferential allotment.
• Total equity shares allotted: 37,06,665 to promoter group.
• Post-conversion voting rights held by promoter group and PACs: 53.67%.
• Post-conversion diluted voting capital: 54.70%.
• Total post-acquisition equity capital: Rs 25,46,17,235 comprising 4,64,03,784 shares.
• Promoter group and PACs include Theknath family members; mode: preferential allotment.
• Total diluted share capital after acquisition: Rs 41,91,57,390.

Promoter warrant conversion and share allotment

• Warrants converted into 37,06,665 equity shares on 25 September 2026.
• Acquisition allocated to Thea, Tyrus, and Tyra Richard Theknath.
• Post-conversion promoter group stake increases to around 53.7–54.7% on diluted basis.
• Total diluted share/voting capital after acquisition amounts to Rs 41,91,57,390.
• Mode of acquisition: Preferential Allotment; date of allotment 25 September 2026.
• Shares rank pari passu with existing equity shares in all respects.
• Disclosure filed under Reg 29(1) SEBI Takeover Regulations and Reg 7(2) Insider Code.

Capital / Securities

• Conversion of 45,19,663 warrants into 45,19,663 equity shares at ₹18 per share.
• Amount received on conversion: ₹6,10,15,450.50.
• Post-conversion paid-up capital now ₹25,46,17,235; total equity shares 5,09,23,447.
• Capital increase to ₹25,46,17,235; up from ₹23,20,18,920.
• New shares rank pari-passu with existing; listing on BSE/NSE subject to approvals.
• Balance warrants remaining: 3,29,08,031; convertible within 18 months.
• Warrants issued on June 5, 2026; one share per warrant.
• Issue price ₹18 per share; ₹5 face value, ₹13 premium.
• Twelve investors participated; promoter and non-promoter categories.
• Board approved allotment via circular resolution dated September 25, 2026.

Jet Freight Logistics Limited trading window closure from October 01, 2026; will open 48 hours after the said financial results are declared to the Stock Exchanges or after the said information becomes generally available, if any, in connection with the finalization of financial results for the quarter and half year ending September 30, 2026.

Warrant conversion and capital update

• Board approved conversion of 45,19,663 warrants into equity shares at ₹18 per share.
• Aggregate amount received ₹6,10,15,450.50 from allottees.
• Post-conversion equity capital rises from ₹23,20,18,920 to ₹25,46,17,235.
• Total equity shares issued: 45,19,663; new shares rank pari-passu.
• Allotments made to promoter and non-promoter investors; 12 total.
• Balance warrants pending for conversion: 1,99,11,337; 18-month window remains.
• Shares to be listed on BSE/NSE subject to listing approvals.
• Face value ₹5 per equity share; issue price ₹18.