TREJHARA - Trejhara Solutio
π’ Recent Corporate Announcements
Trejhara Solutions has issued a clarification regarding its February 10, 2026, allotment of 6,11,112 equity shares and 68,97,000 convertible warrants. The update corrects the shareholding details for non-promoter allottee Mr. Ajay Sarupria, whose pre-allotment holding was 22,06,816 shares (9.39%). Following the issuance of 25,00,000 warrants, his post-allotment stake is corrected to 15.18% representing 47,06,816 shares. This administrative correction ensures accurate reporting of the company's capital structure following the preferential issue.
- Clarification issued for the allotment of 6,11,112 Equity Shares and 68,97,000 Convertible Warrants
- Corrected post-allotment holding for Mr. Ajay Sarupria to 15.18% from previous errors
- Mr. Ajay Sarupria issued 25,00,000 warrants in addition to his 9.39% pre-allotment stake
- Total shares held by the specific allottee to reach 47,06,816 upon full conversion
Trejhara Solutions has successfully allotted 6.11 lakh equity shares and 68.97 lakh convertible warrants at a price of Rs 216 per unit. The company has received an immediate cash inflow of approximately Rs 50.44 crore, comprising full payment for shares and a 25% upfront payment for the warrants. The total issue size was revised down to Rs 162.18 crore from the initially proposed Rs 185.94 crore due to the non-participation of two allottees. Notable investors include the promoter Paresh Zaveri and various high-net-worth individuals.
- Allotted 6,11,112 equity shares and 68,97,000 convertible warrants at an issue price of Rs 216 each.
- Total fundraise size finalized at Rs 162.18 crore, down from the earlier estimate of Rs 185.94 crore.
- Promoter Paresh Zaveri's stake is set to increase to 13.73% on a fully diluted basis upon warrant conversion.
- Immediate capital infusion of Rs 13.20 crore from shares and Rs 37.24 crore from warrant subscriptions.
- Participants include institutional names like Barclays Wealth Trustees (Lotus Family Trust) and individual investors.
Trejhara Solutions has finalized the issuance of shares to three entitiesβMarvis Investments, Kairoleaf Holdings, and Magnum Advisorsβas part of its merger with LP Logistics Plus Chemical SCM Private Limited. The collective holding of these acquirers has surged from 5.00% to 23.59% of the company's share capital. This significant equity shift follows the scheme of amalgamation approved by the NCLT Mumbai bench. The transaction is exempt from open offer requirements under SEBI (SAST) regulations due to its nature as a court-approved merger.
- Collective shareholding of the acquirer group increased from 5.00% to 23.59% post-merger.
- Marvis Investments Ltd acquired a new 11.29% stake consisting of 26,53,920 shares.
- Kairoleaf Holdings Pte. Ltd increased its stake from 5.00% to 11.22% (26,37,222 shares).
- Acquisition is pursuant to the merger of LP Logistics Plus Chemical SCM Private Limited into Trejhara.
- Transaction is exempt from SEBI open offer requirements under Regulation 10(1)(d)(ii).
Trejhara Solutions Limited has issued a clarification regarding its Extra-Ordinary General Meeting (EGM) notice originally dated November 10, 2025. The update follows directives from stock exchanges to align terminology with regulatory standards. Specifically, the term "Subscription Shares" in the explanatory statement regarding the preferential allotment of warrants and equity shares is now replaced with "Specified Securities." This is a technical compliance update and does not alter the core resolutions or the intent of the fundraise.
- Clarification issued for the EGM notice dated November 10, 2025, regarding preferential allotment.
- Terminology change from "Subscription Shares" to "Specified Securities" in points 21(d) and (e) of the explanatory statement.
- Adjustment made following specific directives from stock exchanges to ensure SEBI compliance.
- The underlying proposal for issuing convertible warrants and equity shares remains unchanged.
- All other contents and resolutions of the original EGM notice remain in full effect.
Trejhara Solutions Limited has submitted its quarterly compliance certificate under Regulation 74(5) of SEBI (Depositories and Participants) Regulations, 2018 for the period ending December 31, 2025. The filing confirms that all share certificates received for dematerialization were processed, mutilated, and cancelled within the mandatory 15-day timeframe. The company's Registrar and Share Transfer Agent, Bigshare Services Private Limited, verified that the names of depositories were substituted in the register of members. This is a standard procedural disclosure required by Indian market regulators.
- Compliance certificate issued for the quarter ended December 31, 2025.
- Confirmation that dematerialization requests were processed within 15 days of receipt.
- Registrar Bigshare Services Private Limited (SEBI Reg No: INR000001385) handled the verification.
- Physical certificates were mutilated and cancelled as per regulatory requirements.
Trejhara Solutions Limited has issued a revised valuation report regarding its proposed preferential issue of equity shares and convertible warrants. The revision was made following discussions with stock exchanges to remove specific explanations regarding the non-adoption of the Discounted Cash Flow (DCF) method. Importantly, the company stated that the final price, assumptions, and methodologies used in the valuation remain unchanged. This update is a procedural step to ensure compliance with SEBI (ICDR) Regulations for the fundraising activity initiated in late 2025.
- Revised valuation report submitted for the issuance of convertible warrants and equity shares on a preferential basis.
- The revision follows regulatory feedback to remove explanations for not using the Discounted Cash Flow (DCF) method.
- Company confirms that the final valuation price and all other conclusions remain unchanged from the previous report.
- The preferential issue was originally proposed in an EGM notice dated November 10, 2025.
Trejhara Solutions Limited has announced the closure of its trading window starting January 1, 2026, for all designated persons. This closure is in compliance with SEBI regulations regarding the upcoming un-audited financial results for the quarter ending December 31, 2025. The window will remain shut until 48 hours after the financial results are officially declared to the exchanges. This is a standard regulatory procedure to prevent insider trading during the earnings period.
- Trading window closure begins on January 1, 2026
- Relates to financial results for the quarter ended December 31, 2025
- Window reopens 48 hours after the declaration of results
- Applies to Promoters, Directors, and Key Managerial Personnel
Trejhara Solutions Limited held its 8th AGM on December 29, 2025, where shareholders approved all six proposed resolutions with a 99.99% majority. The most significant outcome is the approval for the 100% acquisition of LP Logistics Plus LLC, Dubai, a material related party transaction. Shareholders also adopted the FY 2024-25 audited financial statements and re-appointed Mr. Paresh Zaveri as a Director. Additionally, a special resolution to amend the company's Objects Clause in the Memorandum of Association was passed to support future business directions.
- Shareholders approved the 100% acquisition of LP Logistics Plus LLC, Dubai, with 99.99% of valid votes cast.
- Adoption of Audited Standalone and Consolidated Financial Statements for FY25 passed with 6,115,229 votes in favor.
- Mr. Paresh Zaveri was re-appointed as Director with near-unanimous support (99.99%).
- M/s. Chokshi & Chokshi LLP was appointed as the Statutory Auditor of the company.
- A special resolution to amend and rationalize the Objects Clause of the Memorandum of Association was successfully passed.
Trejhara Solutions Limited held its 8th Annual General Meeting on December 29, 2025, following a three-month extension granted by the Registrar of Companies. A primary agenda item was the approval for the 100% stake acquisition of LP Logistics Plus LLC, Dubai, which is classified as a material related party transaction. The company also appointed M/s. Chokshi & Chokshi LLP as new Statutory Auditors and amended the Objects Clause of its Memorandum of Association. No shareholder queries were raised during the meeting, and final voting results are pending the scrutinizer's report.
- 8th AGM held on Dec 29, 2025, following a 3-month extension granted by ROC Mumbai on Sept 11, 2025.
- Proposed 100% stake acquisition of LP Logistics Plus LLC, Dubai, as a material related party transaction.
- Appointment of M/s. Chokshi & Chokshi LLP, Chartered Accountants, as the new Statutory Auditors.
- Amendment and rationalization of the Objects Clause in the Memorandum of Association (MOA).
- Remote e-voting was conducted from Dec 26 to Dec 28, 2025, with no shareholder queries received.
Trejhara Solutions Limited has informed shareholders about the availability of the Annual Report, including the Notice of the Annual General Meeting (AGM) for FY 2024-25. The company has sent a letter to shareholders whose email addresses are not registered, providing weblinks to access the Annual Report and AGM Notice. The 08th AGM is scheduled for December 29, 2025, at 10:00 a.m. (IST) via Video Conference. Shareholders are requested to update their email addresses with the Company/RTA/Depository Participants.
- The 08th Annual General Meeting is scheduled for December 29, 2025, at 10:00 a.m. (IST).
- Annual Report for FY 2024-25 is available via a web-link sent to shareholders without registered email addresses.
- Shareholders are requested to update their email addresses on or before November 22, 2025, 5:00 p.m. IST.
Trejhara Solutions Limited held an Extraordinary General Meeting (EGM) on December 3, 2025. Shareholders approved resolutions including increasing authorized share capital with 100% of votes in favor. The issuance of equity shares on a preferential basis was approved with 99.99% of votes in favor. Issuance of warrants on a preferential basis also passed with 99.99% support.
- Resolution 1: Increase in authorized share capital passed with 100% of valid votes (5781802 shares) in favor.
- Resolution 2: Issuance of equity shares on preferential basis approved with 5781800 votes in favor and 2 votes against.
- Resolution 3: Issuance of warrants on preferential basis approved with 3322149 votes in favor and 2 votes against.
- Remote e-voting platform was open from November 30, 2025, to December 2, 2025.
Trejhara Solutions Limited held an Extra-Ordinary General Meeting on December 03, 2025, via video conference. Shareholders approved increasing authorized share capital. They also approved issuing equity shares and convertible warrants to proposed allottees on a preferential basis. Remote e-voting commenced on November 30, 2025, and ended on December 02, 2025. The meeting concluded at 11:06 a.m. (IST).
- EGM held on December 03, 2025 at 11:00 a.m. (IST)
- Remote e-voting period: November 30, 2025 to December 02, 2025
- E-voting period concluded at 11:21 a.m. (IST)
- Shareholders approved increasing authorized share capital
- Approved issuance of equity shares and convertible warrants on preferential basis
Financial Performance
Revenue Growth by Segment
Consolidated revenue grew 66.73% YoY to βΉ 11,575.39 Lakhs from βΉ 6,942.74 Lakhs. Standalone revenue (India) grew 76.45% to βΉ 10,135.55 Lakhs. Segments include Software Service and Freight Forwarding.
Geographic Revenue Split
India operations (Standalone) contributed βΉ 10,135.55 Lakhs (~87% of consolidated). Singapore subsidiary (Trejhara Pte Ltd) reported turnover of βΉ 2,373.31 Lakhs (~20% of consolidated before eliminations).
Profitability Margins
Operating profit margin fell from 18.8% to 11.9% (a 36.68% decrease) due to operating costs growing faster than revenue. Net Profit Margin dropped from 22.3% to 3.7% (an 83.60% decrease) primarily due to a high base effect from an exceptional gain of βΉ 1,233.38 Lakhs in the previous year.
EBITDA Margin
Operating profit margin is 11.9% for FY25, down from 18.8% YoY. Core profitability was impacted by a 98.4% increase in operating expenses (βΉ 8,452.32 Lakhs vs βΉ 4,260.40 Lakhs).
Capital Expenditure
Not explicitly disclosed in absolute INR Cr, but the company stated it will continue to invest in future expansion initiatives and innovation to support its next phase of growth.
Credit Rating & Borrowing
Standalone borrowings stood at βΉ 1,280.06 Lakhs. Interest coverage ratio improved 153.82% to 19.96, indicating high profit availability to cover interest costs despite increased debt.
Operational Drivers
Raw Materials
Software Service Charges and Freight Handling represent the primary operational costs, with total operating expenses accounting for 73% of revenue (βΉ 8,452.32 Lakhs).
Capacity Expansion
Following the amalgamation of LP Logistics, the company is focused on consolidating its market position and pursuing sustainable growth through technological capabilities and a strengthened financial profile.
Raw Material Costs
Operating expenses grew 98.4% YoY to βΉ 8,452.32 Lakhs. Procurement strategies focus on managing freight handling and software service charges to capitalize on the logistics sector.
Logistics & Distribution
Freight Forwarding and Software Services for logistics are core revenue drivers, with consolidated revenue from these operations reaching βΉ 11,575.39 Lakhs.
Strategic Growth
Growth Strategy
Growth will be achieved through the strategic transformation following the LP Logistics merger, selective acquisitions via a dedicated joint venture, and proposed fund-raising plans to support expansion in the logistics sector.
Products & Services
Software solutions for logistics management, Freight Forwarding services, and other logistics-related software services.
Brand Portfolio
Trejhara, LP Logistics (amalgamated).
Market Expansion
Expansion into Saudi Arabia via the newly formed step-down subsidiary, Trejhara Logistics Services LLC (w.e.f. November 12, 2024).
Strategic Alliances
Strategic transformation involves pursuing selective acquisitions through a dedicated joint venture to unlock operational and commercial synergies.
External Factors
Industry Trends
The logistics industry remains strong despite transient disruptions. Trejhara is positioning itself as an integrated tech-logistics provider to capitalize on digital transformation in the sector.
Competitive Moat
Moat is built on the integration of proprietary software with physical logistics services, creating high switching costs for clients who rely on their end-to-end freight management technology.
Macro Economic Sensitivity
Highly sensitive to global trade flows and the external economic environment, which directly impacts the demand for freight forwarding and logistics software.
Consumer Behavior
Shift toward digital-first logistics and integrated supply chain solutions is driving demand for Trejhara's software-enabled services.
Geopolitical Risks
Geopolitical developments and trade barriers could disrupt operational continuity and trade flows in key international markets.
Regulatory & Governance
Industry Regulations
Operations are subject to customs compliance, licensing requirements, and international trade regulatory regimes in India, Singapore, and Saudi Arabia.
Environmental Compliance
CSR expenditure was βΉ 20.00 Lakhs, exceeding the statutory requirement of βΉ 19.75 Lakhs.
Taxation Policy Impact
Effective tax rate was approximately 36% for FY25, with a total tax expense of βΉ 238.78 Lakhs on a Profit Before Tax of βΉ 662.87 Lakhs.
Risk Analysis
Key Uncertainties
Integration risks from acquisitions (cultural alignment, technology integration) and potential adverse regulatory changes in international markets represent key business uncertainties.
Geographic Concentration Risk
Revenue is concentrated in India (~87%) and Singapore (~20% turnover contribution), with new exposure in Saudi Arabia.
Technology Obsolescence Risk
Mitigated by a focus on innovation and technological capabilities to maintain a competitive edge in the logistics software market.
Credit & Counterparty Risk
Receivables quality is managed through a focus on debtors turnover, which improved to 4.01 times in FY25.