Cj Darcl Logistics Limited IPO

01At a glance

What the company does: an integrated logistics company with over 39 years of operation, offering full truck load, rail, air cargo, coastal shipping, project logistics and freight forwarding, plus warehousing and distribution, across 6,691 locations served through 202 branch offices at 31 March 2025 (DRHP p.214).

Who pays it: enterprise customers, mostly in metals, minerals and coal; the metal industry alone was 37.06% of transport revenue in FY25 (DRHP p.47). The ten largest customers were 42.96% of revenue in FY25 (DRHP p.46).

Why it is raising money: ₹275.0 crore to repay or prepay borrowings and ₹203.9 crore to acquire heavy commercial vehicles and trailers, with the rest for general corporate purposes (DRHP p.144).

How fast it has grown: revenue from ₹4,215.8 crore in FY23 to ₹5,161.1 crore in FY25 and profit after tax from ₹67.7 crore to ₹93.1 crore (DRHP p.32), a revenue CAGR of 10.6% and a profit CAGR of 17.3% (our arithmetic, DRHP p.32).

The one thing to understand: the company mostly hires other people's trucks and passes the freight bill on. Lorry hire, haulage and related cost was 87.57% of revenue in FY25 (DRHP p.48), which leaves a profit margin of 1.80% (DRHP p.49).

02The business, in plain words

A company with goods to move, such as a steel plant, asks CJ Darcl to carry them. CJ Darcl finds a truck, a rail rake, a container or a flight, arranges the loading and the paperwork, and bills the customer for the trip.

A steel or mining customer → pays for a full truck load, a rail container or a warehouse slot → CJ Darcl books a partner's truck, its own vehicle or its own container → it keeps the difference between the freight billed and the hire paid.

Mostly hired trucks. The DRHP calls this an "asset-right" model. At 31 March 2025 the company could draw on 955,023 partnered vehicles through 554,781 business partners, while owning 1,178 commercial vehicles and 2,403 containers and leasing 483 vehicles (DRHP p.149). Its owned and leased vehicles earned 12.47% of FY25 revenue; partnered fleet, rail and others earned 85.49% (DRHP p.48).

The two parts. Integrated multimodal transport was ₹5,056.0 crore, or 97.96%, of FY25 revenue; warehousing and distribution was ₹105.1 crore, or 2.04% (DRHP p.215). The DRHP dates the start of warehousing to 2018 in one place and 2019 in another (DRHP p.227, DRHP p.244); it ran 1.13 million square feet at 31 March 2025 (DRHP p.216).

The parent. CJ Logistics Corporation, listed on the Korea Exchange, holds 55.96% of the equity before the issue (DRHP p.29) and is itself a subsidiary of CJ CheilJedang Corporation (DRHP p.276).

Earnings equation: Revenue = tonnes and trips moved × freight rate per trip; Profit ≈ revenue − lorry hire and haulage − staff, depreciation and interest. In FY25 the company carried 2.05 million tonnes on its own fleet and 20.37 million tonnes on partnered fleet, rail and others (DRHP p.47).

03Where the money comes from

Source: DRHP p.216, DRHP p.215. The DRHP does not name the largest customer or give its share.

By industry, transport revenue in FY25 came from metal (37.06%), minerals and coal (18.55%), chemicals (14.21%), engineering and construction (10.02%), FMCG (9.14%) and agriculture (5.28%) (DRHP p.47). The document names customers including Tata Steel Limited, Jindal Steel Limited, POSCO India Steel Distribution Center Private Limited and Godrej Consumer Products Limited (DRHP p.215).

In plain numbers: ten customers brought in ₹2,217.1 crore of the ₹5,161.1 crore earned in FY25 (DRHP p.46). Contracts with the top ten run from nine months to eight years (DRHP p.46). The company served 2,277 customers in FY25, of which 1,170 paid it more than ₹0.1 crore (DRHP p.215, DRHP p.158).

04The growth record

Source: DRHP p.32, DRHP p.158.

Revenue CAGR FY23 to FY25 was 10.6% and PAT CAGR 17.3% (our arithmetic, DRHP p.32). EBITDA CAGR was 20.5% (our arithmetic, DRHP p.158). EBITDA margin moved from 4.38% to 5.20%, up 82 basis points (our arithmetic, DRHP p.158). The DRHP's latest audited year is FY25; the addendum of 21 August 2026 does not add later figures.

05What the growth is made of

Revenue rose from ₹4,215.8 crore in FY23 to ₹5,161.1 crore in FY25 (DRHP p.215). Transport revenue rose by ₹468.3 crore and warehousing by ₹77.0 crore over the same two years (our arithmetic, DRHP p.215).

Volume. Tonnes moved on the company's own fleet rose from 1.32 million to 2.05 million, and on partnered fleet, rail and others from 16.62 million to 20.37 million (DRHP p.47). Rail containers moved rose from 45,353 to 52,436 TEUs, while air cargo went from 3,446 tonnes to 9,580 tonnes and back to 4,316 tonnes (DRHP p.47, DRHP p.48). Shipments through partnered fleet rose from 605,500 to 695,844 (DRHP p.158).

Price. The DRHP does not give freight rates or revenue per tonne by mode, so the increase cannot be split cleanly into volume and price.

New lines. Warehousing revenue went from ₹28.1 crore to ₹105.1 crore, a CAGR of 93.53% as the company states it, as floor space rose from 0.60 million to 1.13 million square feet (DRHP p.215, DRHP p.216).

06Earnings quality

The one that needs explaining: other income. Other income was ₹36.9 crore in FY25 against profit before tax of ₹119.7 crore (DRHP p.395, DRHP p.396). Profit on sale of property, plant and equipment contributed ₹15.6 crore in FY25 (DRHP p.398). Read from the filing: close to a third of pre-tax profit in FY25 came from outside freight and warehousing fees.

Receivables and payables. Trade receivables were ₹1,007.0 crore at 31 March 2025 against trade payables of ₹183.5 crore (DRHP p.293). In FY25 receivables rose by ₹169.3 crore, which the cash-flow statement deducts from operating profit (DRHP p.398). Receivables of ₹9.2 crore in foreign currency had been due for more than nine months at March 2025 (DRHP p.52).

07The balance sheet

Source: DRHP p.293, DRHP p.158, DRHP p.144. The second column is our arithmetic: FY25 borrowings less the amount the DRHP earmarks for repayment. It ignores borrowing movements after March 2025 and the fresh issue's addition to net worth, which cannot be computed before a price exists.

At 31 July 2025 total indebtedness was ₹779.5 crore, of which ₹184.8 crore was non-fund-based facilities and ₹21.4 crore public deposits (DRHP p.400). Net debt was 3.00 times EBITDA in FY25 (DRHP p.62). CJ Logistics Corporation has given a corporate guarantee for loans from KEB Hana Bank and KB Kookmin Bank (DRHP p.65).

Contingent liabilities at 31 March 2025 were ₹188.8 crore, of which ₹160.6 crore was bank guarantees given mainly as performance guarantees to customers (our arithmetic, DRHP p.34). The rest is tax, ESI and other claims the company disputes, and a ₹2.4 crore statutory bonus for FY15 not recognised under court stay orders (DRHP p.34).

08What the money is for

Source: DRHP p.144. The percentage cannot be computed until the price sets the size of the fresh issue; general corporate purposes may not exceed 25% of gross proceeds (DRHP p.144). The whole amount is scheduled for FY27 (DRHP p.144).

Debt repayment. The DRHP lists 15 facilities with ₹496.3 crore outstanding at 31 July 2025, from which up to ₹275.0 crore will be repaid (DRHP p.148). They include term loans for vehicles and containers and working-capital demand loans from State Bank of India, Shinhan Bank, KEB Hana Bank and Kookmin Bank (DRHP p.147, DRHP p.148).

Vehicles. ₹203.9 crore is for heavy commercial vehicles and trailers on quotations from named vendors; the company says its owned fleet is of lower capacity and customers increasingly want owned fleet (DRHP p.149).

Pre-IPO placement. The company may place up to 5,294,000 shares before the RHP, and any amount raised would reduce the fresh issue (DRHP p.28).

Into the business: 26,470,000 new shares, amount not set until the price band (DRHP p.28). To selling shareholders: 9,905,355 existing shares, amount not set (DRHP p.28).

09Who is selling

Twenty-five shareholders offer 9,905,355 shares: 2,533,250 from four promoters, 6,517,060 from thirteen promoter group members and 855,045 from eight others (our arithmetic, DRHP p.143). CJ Logistics Corporation is not a seller (DRHP p.143).

Source: DRHP p.143 for shares offered, DRHP p.29 and DRHP p.30 for shares held; the percentage is our arithmetic.

10Promoters

The promoters are Krishan Kumar Agarwal, Vice Chairman and Managing Director; Darshan Kumar Agarwal, Narender Kumar Agarwal and Nitesh Agarwal, each a Joint Managing Director; and CJ Logistics Corporation (DRHP p.275, DRHP p.276). Nitesh Agarwal was identified as a promoter from 28 September 2025, when Roshan Lal Aggarwal was de-classified and became a member of the promoter group; Roshan Lal Aggarwal left the board on 11 April 2025 (DRHP p.277).

The corporate promoter. CJ Logistics Corporation began business in 1930, is listed on KOSPI, and is 40.16% held by CJ CheilJedang Corporation (DRHP p.276, DRHP p.277). It first came in on 10 August 2017, when 4,062,142 shares of ₹10 were allotted to it at ₹272.52 each (DRHP p.112).

What the company pays them. Employee benefit expense in FY25 was ₹2.7 crore for Krishan Kumar Agarwal, ₹2.2 crore each for Darshan Kumar Agarwal and Narender Kumar Agarwal (DRHP p.34, DRHP p.35), and ₹1.2 crore for Nitesh Agarwal (DRHP p.36). CJ Logistics Corporation billed the company ₹17.8 crore of expenses in FY25 (DRHP p.37).

Promoter economics. Average cost of acquisition per share: CJ Logistics Corporation ₹77.93 on a fully diluted basis, Krishan Kumar Agarwal ₹25.91, Narender Kumar Agarwal ₹5.11, Nitesh Agarwal ₹0.53 and Darshan Kumar Agarwal ₹0.49 (DRHP p.40). Many promoter group holdings came through bonus issues in 1997, 2001, 2005 and 2008 (DRHP p.103 to DRHP p.109) and an amalgamation scheme in September 2023 (DRHP p.112).

Legal and regulatory matters are in section 23. The DRHP reports no SEBI or stock-exchange action against the promoters in the last five fiscal years (DRHP p.415).

11Who already owns it

Source: DRHP p.29, DRHP p.30. The individual promoters' row and the last row are our arithmetic. "Fully diluted" counts the 5,700,000 compulsorily convertible preference shares (CCPS) held by CJ Logistics Corporation, which convert into at most 9,864,568 equity shares before the RHP is filed (DRHP p.28).

No fund or institution outside the promoter group holds 1% or more; the largest outside holder is Mahima Agarwal, a selling shareholder, with 1.43% (DRHP p.30). The company repurchased 5,400,000 shares from IDFC Trustee Company Ltd, for IDFC Private Equity Fund-II, at ₹46.30 each on 8 December 2016 (DRHP p.111).

12What changed just before the IPO

• Amalgamation, September 2023: under an NCLT-approved scheme, ASM (India) Investments, Gargo Investments and Fr8ology merged into the company; 1,200,000 shares held by the TCG ESOP Trust were cancelled and the holding companies' shares were replaced by direct holdings (DRHP p.112, DRHP p.113).
• Share split, December 2024: shares of ₹10 were split into shares of ₹2, taking the count to 113,310,710 (DRHP p.113).
• CJ Logistics Corporation raises its stake, April 2025: it acquired 6,750,000 equity shares from existing holders at ₹216.22 each and was allotted 5,700,000 CCPS at the same price (DRHP p.39). The CCPS brought ₹123.2 crore into the company (DRHP p.222).
• OCRPS, April to September 2025: 54,500 optionally convertible redeemable preference shares allotted at ₹216.22 to promoters and promoter group members were redeemed by a board resolution of 24 September 2025 (DRHP p.114, DRHP p.39).
• Promoter change, September 2025: Nitesh Agarwal named promoter and Roshan Lal Aggarwal re-classified (DRHP p.277).
• Borrowings: non-current borrowings rose from ₹198.3 crore to ₹238.0 crore in FY25, and current borrowings from ₹493.6 crore to ₹571.6 crore (DRHP p.293).
• Leased fleet: vehicles on operating lease went from nil in FY23 to 483 in FY25 (DRHP p.158).
• Auditor: no change of statutory auditor in the three years before the DRHP (DRHP p.93).

13Capacity and expansion

Source: DRHP p.158.

The company ran an average of 41 rakes a month from its rail terminal at full operation (DRHP p.216). Half of its owned vehicles, 50.93%, were over five years old at March 2025 (DRHP p.52). Capital expenditure was ₹156.1 crore, ₹135.9 crore and ₹135.6 crore in FY23 to FY25, mostly rail containers and trucks (DRHP p.401). The ₹203.9 crore from the issue is for heavy vehicles and trailers; the exact number and type will be set at RHP stage (DRHP p.149). The DRHP does not state utilisation of owned vehicles.

14Market size and industry structure

As claimed: the CRISIL report "Industry report on logistics market in India", dated September 2025 and commissioned and paid for by the company, puts India's logistics market across road, rail, domestic air cargo and coastal at ₹10 to ₹11 trillion in FY25, and industrial warehousing at ₹1.3 trillion (DRHP p.214, DRHP p.217). CRISIL expects ₹15 to ₹17 trillion by FY30; that projection is CRISIL's, and newboard has not tested it (DRHP p.217).

The part that is addressable: road transport was about ₹7,300 billion in FY25 in the same commissioned report (DRHP p.185). The DRHP does not isolate the full-truck-load business-to-business segment in rupees.

What the company is today: FY25 revenue of ₹5,161.1 crore is about 0.5% of the ₹10 to ₹11 trillion logistics market (our arithmetic, DRHP p.32, DRHP p.217).

Structure: the commissioned report describes road transport as highly unorganised and fragmented, with low barriers to entry (DRHP p.59).

15Competitive position

What the document claims, and what it rests on:

• Network: 202 branch offices, 14 warehouses and one rail stock yard across 6,691 locations (DRHP p.214).
• Partner base: 554,781 business partners and 955,023 partnered vehicles (DRHP p.149).
• Containers: 1,899 specialised containers at March 2025, which the commissioned CRISIL report calls one of the largest inventories held by a private company (DRHP p.216).
• Customer tenure: 243 customers served for more than nine years gave 69.09% of FY25 revenue (DRHP p.46).
• The parent: access to CJ Logistics Corporation's capital, customers and technology (DRHP p.60).

Against that, the company itself states a higher net debt and lower EBITDA than its listed peers (DRHP p.62), and a customer base concentrated in metals and minerals (DRHP p.47).

16Peers the company named

Peers named in the offer document: Transport Corporation of India Limited (DRHP p.157).

Source: DRHP p.157. The peer's P/E uses its closing price on 26 September 2025 (DRHP p.157). The single peer is of similar revenue, with RoNW higher by 6.74 percentage points (our arithmetic, DRHP p.157). No P/E for CJ Darcl is possible until a price band is set.

17Risks, in plain words

• Customers: the top ten were 42.96% of FY25 revenue (DRHP p.46) → a customer that cuts volume takes revenue with it → metals, minerals and coal together were 55.61% of transport revenue (DRHP p.47).
• Thin margin: lorry hire and haulage absorbed 87.57% of FY25 revenue (DRHP p.48) → a rise in hire cost not passed on falls straight to profit → profit margin was 1.80% (DRHP p.49).
• Fuel pass-through: diesel escalation clauses are exercised at the customer's discretion, and on escalation no credit note issues without a request (DRHP p.48) → fuel spikes can lag recovery → the DRHP gives no rupee figure for the lag.
• Debt: net debt was ₹803.5 crore, 3.00 times EBITDA, in FY25 (DRHP p.158, DRHP p.62) → interest competes with profit → finance costs were ₹66.7 crore in FY25 (DRHP p.396).
• Foreign exchange compliance: ₹9.5 crore payable in foreign currency was due for over six months at March 2025, and late RBI reporting on the Nepal subsidiary drew a fee (DRHP p.52).
• Labour: 5,996 employees and 3,063 contract workers, with attrition of 42.81% in FY25 (DRHP p.68).
• Records: the company could not trace a complete set of historical share-capital filings and relied on minutes, registers and affidavits (DRHP p.113).

18Litigation and regulatory matters

Source: DRHP p.32. Amounts are to the extent quantifiable.

Criminal, company: a 2013 complaint by a former customer alleging adulteration of a consignment in transit led to a chargesheet naming Krishan Kumar Agarwal; a discharge application was rejected on 20 May 2025 and the Calcutta High Court stayed proceedings on 3 September 2025 pending revision (DRHP p.409). Two Bihar excise cases concern liquor loaded into hired trucks by drivers and truck owners (DRHP p.409).

Regulatory, CJ Logistics Corporation: Korea's Fair Trade Commission fined CJ Logistics Corporation for collusion in POSCO transport tenders from 2001 to 2018, and it is paying fines of ₹43.1 crore and ₹53.8 crore in instalments (DRHP p.415). It also faces prosecution over two fatal construction accidents and an air-quality investigation in Korea (DRHP p.415).

Civil, promoters: three labour-court cases against Darshan Kumar Agarwal, known from a public search; no summons had been received (DRHP p.415).

Added by the addendum dated 21 August 2026. The addendum, on its single page, adds two matters to the DRHP's litigation chapter.

First, a criminal case registered on 12 May 2026 before the Chief Metropolitan Magistrate, South-West Dwarka, Delhi, following a chargesheet dated 7 May 2026 in a matrimonial dispute, names Krishan Kumar Agarwal, Darshan Kumar Agarwal and Narender Kumar Agarwal, promoter group member Raj Bala Aggarwal and senior management and promoter group member Nitin Agarwal.

On 11 July 2026 the court took cognizance against Nitin Agarwal, Darshan Kumar Agarwal and Raj Bala Aggarwal and declined to take cognizance of the offences under sections 498A and 306 against Krishan Kumar Agarwal and Narender Kumar Agarwal; the next hearing was set for 26 September 2026.

Second, a complaint under the Protection of Women from Domestic Violence Act, 2005, pending in the Rohini court, Delhi, against Nitin Agarwal, Raj Bala Aggarwal, Darshan Kumar Agarwal and Krishan Kumar Agarwal was referred to mediation on 6 June 2026, with the next hearing on 21 November 2026. The addendum states no rupee amount for either matter.

19Related-party transactions

Each related-party line in the restated statements was below 0.5% of revenue in FY23 to FY25 (DRHP p.34 to DRHP p.37). The largest recurring one is expenses incurred through CJ Logistics Corporation, ₹12.0 crore, ₹15.1 crore and ₹17.8 crore in FY23 to FY25 (DRHP p.37).

• Rent: paid to S Dayal Construction Pvt. Ltd., ₹1.8 crore in FY25, and small rents to promoters and relatives (DRHP p.35).
• Fretron Private Limited: intangible assets purchased for ₹2.8 crore in FY23 and a capital advance of ₹1.8 crore in FY25 for intangibles (DRHP p.35).
• Truck hire from a promoter: Darshan Kumar Agarwal was paid ₹7.3 crore for lorry hire in FY23, ₹0.5 crore in FY24 and ₹1.3 crore in FY25 (DRHP p.34).
• Asset sales: property, plant and equipment was sold to TCG Apex LLP for ₹6.1 crore in FY23 and to TCGS Crest LLP for ₹0.7 crore in FY24 (DRHP p.36).
• Relatives on payroll: employee benefit expense for relatives of key management, including ₹1.3 crore each for Puneet Agarwal and Nikhil Agarwal in FY25 (DRHP p.36).

A loan of ₹21.0 crore to the subsidiary Transrail Logistics Limited was given and recovered within FY25 (DRHP p.37).

20What the offer document does not say

• The largest single customer's share of revenue; the DRHP gives only top five, ten and twenty (DRHP p.216).
• Freight rate per tonne or per trip, so volume and price cannot be separated.
• Utilisation of owned trucks and containers.
• Revenue by mode (road, rail, air, coastal) as a split of the ₹5,056.0 crore transport figure (DRHP p.215).
• The exact CCPS conversion ratio; only a ceiling of 9,864,568 shares (DRHP p.28).
• Figures after 31 March 2025; the addendum does not update the financials.
• Price band, lot size, issue dates and the issue's rupee size, which is normal at DRHP stage.

21Five questions for management

1. What share of FY25 revenue came from the largest single customer, and how long is that contract?
2. How much of the FY23 to FY25 revenue increase came from higher freight rates rather than more tonnes?
3. What utilisation do owned trucks and containers run at, and what utilisation do the new vehicles need to cover their own depreciation and interest?
4. What share of diesel cost increases was recovered from customers in FY25, and with what delay?
5. How was the ₹123.2 crore from the April 2025 CCPS allotment used, and how will it change borrowings before the RHP?

1Sources and cited facts

This study was read from 1 document the company filed. The 139 figures it cites are listed under the document each came from, with the page and the sentence as printed.