JUJHAR LOGISTICS LIMITED Management Discussions

The Company has identified car carrier logistics as its only reportable business segment in terms of Indian Accounting Standard 108 - Operating Segments, and operates wholly within India, which constitutes a single geographical segment. The chemicals business carried on during part of the year has been wound up. The bifurcation of revenue disclosed in the Notes to the Financial Statements is set out below.

(Amount in Rs. Lakh)

The distinction between the standalone and consolidated results is material to an understanding of the year, and the consolidated figures reflect the subsidiary for only four and a half months.

(Amount in Rs. Lakh)

2023- 2024

Standalone revenue from operations declined by 55.32% because the chemicals business was wound down during the year while the car carrier business was being established; the former contributed Rs. 50.13 Lakh and the latter, operating only from the third quarter, Rs. 351.40 Lakh. Consolidated revenue from operations increased by 224.15% , principally on account of the consolidation of Jujhar Logistic and Travels Limited from 18th November, 2025. Two cautions attach to that consolidated figure: it reflects the subsidiary for four and a half months only, so the financial year 2026- 27 will be the first with a full twelve months; and the Company owns 51% of the subsidiary, so Rs. 325.94 Lakh of the consolidated total comprehensive income of Rs. 763.84 Lakh is attributable to the non- controlling interest and not to the Members of your Company.

On a standalone basis the Company returned to profitability during the year under review. Profit before tax was Rs. 117.43 Lakh against a loss before tax of Rs. 95.74 Lakh in the preceding year - a turnaround of Rs. 213.17 Lakh - and profit after tax was Rs. 98.66 Lakh against a loss after tax of Rs. 105.75 Lakh. Earnings per equity share was Rs. 1.07 against a loss per share of Rs. 3.44.

The turnaround was achieved on a lower revenue base and is therefore attributable to the composition of the business rather than to its volume. Total expenses fell by 67.34% to Rs. 327.10 Lakh from Rs. 1,001.68 Lakh. The principal movements were as follows.

(Amount in Rs. Lakh)

Within other expenses, a sundry balance write- off of Rs. 33.45 Lakh was recognised during the year, against nil in the preceding year. That single item accounts for more than the whole of the increase of Rs. 13.18 Lakh in other expenses, the remaining administrative and establishment costs having reduced in line with the closure of the chemicals business.

Three drivers account for the result. First, the chemicals business, which was materially loss- making, was closed: the cost of materials consumed fell by Rs. 796.91 Lakh, against a reduction in revenue of Rs. 497.20 Lakh, so its withdrawal was itself accretive to profit. Second, finance cost fell from Rs. 41.40 Lakh to Rs. 0.01 Lakh following the repayment of borrowings, the Company being free of borrowings at the year end. Third, other income rose to Rs. 43.00 Lakh from Rs. 7.20 Lakh, being almost wholly interest earned on the deployment of the proceeds of the preferential allotment. The car carrier business, operating from the third quarter of the year, generated revenue of Rs. 351.40 Lakh against operational expenses of Rs. 225.38 Lakh.

The Companys financial position was substantially strengthened during the year by the preferential issue of 61,58,000 equity shares at Rs. 41 per share completed on 14th June, 2025, which raised Rs. 25,24,78,000, of which Rs. 6,15,80,000 was credited to equity share capital and Rs. 19,08,98,000 to securities premium. The paid- up equity share capital accordingly increased from Rs. 3,07,75,000 to Rs. 9,23,55,000 during the year.

The financial position was transformed during the year. The principal movements on a standalone basis are set out below.

(Amount in Rs. Lakh)

Net worth moved from a negative Rs. 20.63 Lakh to a positive Rs. 2,673.38 Lakh. Of that increase of Rs. 2,694.01 Lakh, Rs. 2,516.99 Lakh represents the equity capital and net securities premium raised on the preferential allotment, Rs. 78.36 Lakh the money received against share warrants, and Rs. 98.66 Lakh the profit of the year. The Company was free of borrowings at the year end, the non- current borrowings of Rs. 24.26 Lakh outstanding a year earlier having been repaid.

Cash generated from operating activities was Rs. 96.66 Lakh, against Rs. 292.51 Lakh in the preceding year. Investing activities absorbed Rs. 2,590.75 Lakh, of which Rs. 2,592.62 Lakh was the acquisition of the equity interest in the subsidiary. Financing activities generated Rs. 2,595.35 Lakh, being the proceeds of the preferential allotment of equity shares and warrants. Cash and cash equivalents accordingly rose to Rs. 129.66 Lakh from Rs. 28.39 Lakh. The pattern is that of a year in which the Company raised equity and immediately applied it to the acquisition of the operating business.

On a consolidated basis, total assets stood at Rs. 14,111.76 Lakh against Rs. 1,205.48 Lakh, and equity attributable to the owners of the Company at Rs. 5,156.22 Lakh against a negative Rs. 22.11 Lakh. The non- controlling interest in the subsidiary is carried at Rs. 3,658.94 Lakh, and goodwill of Rs. 1,272.47 Lakh has been recognised on consolidation. Consolidated borrowings were Rs. 2,095.90 Lakh, comprising non- current borrowings of Rs. 1,093.31 Lakh and current borrowings of Rs. 1,002.59 Lakh, substantially all of which is carried in the subsidiary, whose trailer fleet is reflected in consolidated property, plant and equipment including CWIP is of Rs. 10,341.39 Lakh.

The details of significant changes, being a change of twenty- five percent or more, in key financial ratios as compared with the immediately preceding financial year, together with the change in return on net worth, are set out below in terms of Schedule V, Part B, paragraphs (i) and (j) of the SEBI Listing Regulations.

The first ten ratios set out above are those disclosed in Note 46 to the Standalone Financial Statements. The interest coverage ratio, the operating profit margin and the net profit margin are named in Schedule V, Part B, paragraph (i) of the SEBI Listing Regulations but are not among the ratios set out in that Note. They have accordingly been computed by the Company from the audited financial statements, on the following bases — the interest coverage ratio as earnings before interest and tax divided by finance costs; the operating profit margin as profit before tax, increased by finance costs and reduced by other income, expressed as a percentage of revenue from operations; and the net profit margin as profit after tax expressed as a percentage of revenue from operations. The net profit margin so computed corresponds to the net profit ratio disclosed in Note 46, expressed as a percentage rather than as a fraction.

Explanations of the ratios which have moved by twenty- five percent or more are as follows:

(i) Trade Receivables Turnover Ratio: the reduction from 3.03 to 1.39 times reflects the fall in revenue on the closure of the chemicals business taken together with an increase in trade receivables from Rs. 201.93 Lakh to Rs. 375.16 Lakh, the receivables of the newly commenced car carrier business having been outstanding for only part of the year.

1. Trade Payables Turnover Ratio: the reduction from 36.10 to 4.26 times follows the near-elimination of purchases of materials on the closure of the chemicals business, the cost of materials consumed having fallen from Rs. 846.41 Lakh to Rs. 49.50 Lakh.

(ii) Net Profit Ratio: the movement from (0.12) to 0.25 reflects the return to profitability, profit after tax of Rs. 98.66 Lakh having been earned on revenue from operations of Rs. 401.53 Lakh, as against a loss of Rs. 105.75 Lakh on revenue of Rs. 898.73 Lakh.

(iv) Debt-Equity, Debt Service Coverage, Return on Equity, Inventory Turnover, Net Capital Turnover and Return on Capital Employed: the preceding years figures for these ratios were computed on a negative net worth of Rs. 20.63 Lakh and on a loss and are accordingly not meaningful as a comparative. The Company held no inventory and had no borrowings at the close of the year under review, so the inventory turnover and debt service coverage ratios are not applicable.

Return on net worth for the year under review was 3.80% , being profit after tax of Rs. 98.66 Lakh on a closing net worth of Rs. 2,595.02 Lakh, computed in accordance with Section 2(57) of the Companies Act, 2013 as the aggregate of paid- up equity share capital of Rs. 923.55 Lakh and other equity of Rs. 1,671.47 Lakh. The total equity carried on the Balance Sheet is Rs. 2,673.38 Lakh, which is the same figure increased by the Rs. 78.36 Lakh received against share warrants; that sum is not part of net worth as defined, being neither paid- up share capital nor a reserve. No meaningful comparative can be stated for the preceding year: the Company incurred a loss after tax of Rs. 105.75 Lakh on a negative net worth of Rs. 20.63 Lakh, and the arithmetical quotient of two negative figures does not represent a return. The change is attributable to two causes operating in opposite directions — the return to profitability, which turned the numerator positive, and the preferential allotment completed in June 2025, which enlarged net worth by Rs. 2,516.99 Lakh, being equity share capital of Rs. 615.80 Lakh and securities premium of Rs. 1,901.19 Lakh net of issue expenses, and so materially increased the denominator. Return on net worth in the year under review is accordingly a low figure on a newly recapitalised balance sheet, and the financial year 2026- 27 will be the first in which it is measured against a full year of operations.

6. RISKS AND CONCERNS

The Company has in place a Risk Management Policy under which risks are identified, assessed and addressed through mitigating action on a continuing basis, with oversight by the Audit Committee in respect of financial risk and controls. The principal risks to which the business is exposed, and the measures taken in respect of each, are set out below.

Transition risk: the Company changed the nature of its business during the year, and the car carrier business was in operation from the third quarter only on a standalone basis. The realisation of the expected benefits depends upon building operating capability and upon the performance of the acquired subsidiary, in which the Company holds 51% . The Board monitors the performance of the subsidiary and reviews the integration at each of its meetings. Goodwill impairment risk: goodwill of Rs. 1,272.47 Lakh has been recognised on the consolidation of the subsidiary, being the excess of the consideration of Rs. 2,597.92 Lakh over the Companys share of the identifiable net assets acquired. Goodwill is not amortised and is tested annually for impairment; a sustained shortfall against the assumptions underlying the acquisition valuation would require it to be written down. Employee benefit obligations: the group carries a defined benefit gratuity obligation of Rs. 111.91 Lakh as at 31st March, 2026 against which no plan assets are held, the obligation being wholly unfunded. Actuarial losses on remeasurement account for the whole of the consolidated other comprehensive loss of Rs. 2.68 Lakh for the year. Cyber security and information technology risk: the group depends on information systems for consignment tracking, proof- of- delivery capture, billing and financial reporting. Disruption of, or unauthorised access to, those systems could interrupt operations and compromise customer and Company data. The Board has directed that access controls, data backup and business continuity arrangements be reviewed periodically. Fuel and input cost risk: mitigated by seeking fuel escalation clauses in customer contracts and by monitoring vehicle- wise fuel efficiency. Credit and receivable risk: mitigated through customer selection, credit limits and the monitoring of ageing. Of the standalone trade receivables of Rs. 375.16 Lakh as at 31st March, 2026, Rs. 229.22 Lakh was outstanding for less than six months and Rs. 145.95 Lakh for more than one year, of which Rs. 113.58 Lakh had been outstanding for more than three years. Those older balances relate to the discontinued chemicals business, are subject to external confirmation and, in the opinion of the management, do not require provision. Customer concentration: the group derives substantially the whole of its revenue from a small number of automotive original equipment manufacturers and their logistics service providers. The loss of any one of them, or a reduction in its dispatch volumes, would have a material effect. The Board reviews the customer mix and the Company is pursuing additional manufacturer relationships. Related party concentration: a significant part of the groups revenue and purchases during the year was transacted with the ultimate holding company and entities under common

control. Such transactions are placed before the Audit Committee, and the Board is conscious of the need for them to be, and to be seen to be, on arms length terms. Compliance risk: the Company received certain fines and penalties from BSE Limited during the year for procedural non- compliances. The Board has reviewed the compliance framework, and the Company has strengthened its compliance management systems and its secretarial function so as to prevent recurrence. Market risk in respect of the equity shares: the price of the Companys shares may fluctuate on account of market sentiment, industry conditions and general economic factors.

The Company has in place internal financial controls with reference to the Financial Statements which are adequate and commensurate with the size of the Company and the nature of its business. These controls are designed to ensure that assets are safeguarded against unauthorised use or disposition, that transactions are duly authorised, recorded and reported, and that the information required for effective monitoring reaches management in good time. The Company has developed a comprehensive compliance management tool which cascades responsibility for compliance from senior management to the executive level.

M/s. HRB & Associates, Chartered Accountants, were appointed as the Internal Auditors of the Company with effect from 14th November, 2025 in place of M/s. Badal Jain & Co., Chartered Accountants, who resigned with effect from that date. The scope and plan of internal audit are approved by the Audit Committee, to which the internal audit findings are reported, and the Audit Committee reviews the adequacy and effectiveness of the internal control systems at regular intervals.

The Company had 5 (Five) employees on its rolls as at 31st March, 2026, as against 3 (Three) as at the close of the preceding year. Employee benefit expense on a standalone basis was Rs. 4.27 Lakh as against Rs. 13.53 Lakh, reflecting the closure of the chemicals business; on a consolidated basis it was Rs. 164.25 Lakh as against Rs. 20.53 Lakh, the greater part of the workforce being employed in the subsidiary. The Company recognises the importance of human value and ensures that proper encouragement, both moral and financial, is extended to its employees. Industrial relations remained cordial throughout the year and there was no loss of man- days on account of any industrial dispute.

As the Company scales the logistics business, the recruitment and retention of operating personnel, and the development of the management bench required to run a larger fleet and a wider customer base, will be among the principal determinants of the pace at which the business can grow.

The financial year 2026- 27 will be the first full year in which your Company operates as a logistics business, and the first in which the results of the subsidiary are consolidated for a complete twelve months. Your Board expects the consolidated results for that year to be the first meaningful indication of the scale and profitability of the business the Company has acquired the ability to conduct.

The Company enters the year with a standalone net worth of Rs. 2,595.02 Lakh and total equity of Rs. 2,673.38 Lakh, no borrowings on a standalone basis, and an operating subsidiary. Its priorities are the integration and scaling of that subsidiary, the widening of the original equipment manufacturer customer base, the disciplined deployment of the proceeds of the preferential allotment, and the restoration of an unqualified compliance record with the stock exchange. Your Board is conscious that the Company is at the beginning of this business and not at its maturity.

Statements in this Management Discussion and Analysis Report describing the Companys objectives, projections, estimates and expectations may constitute forward- looking statements within the meaning of applicable laws and regulations. All such statements have been made in good faith and on the basis of information presently available. Actual results may differ materially from those expressed or implied, since a number of factors beyond the control of the Company may intervene. These include economic conditions affecting the demand for and supply of transportation services, movements in fuel prices and other input costs, the availability of drivers and vehicles, changes in Government regulations, tax laws and other statutes, and other incidental factors. The Company assumes no obligation to publicly amend, modify or revise any forward- looking statement on the basis of any subsequent development, information or event.