You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes and the other financial information included elsewhere in this Form 10-K. Some of the information contained in this discussion and analysis or set forth elsewhere in this Form 10-K, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the "Risk Factors" section of this Form 10-K, our actual results could differ materially from the results described in or implied by these forward-looking statements. See "Special Note Regarding Forward Looking Statements" above for certain information concerning those forward-looking statements. Our financial statements are prepared in U.S. dollars and in accordance with U.S. GAAP.

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Safe Harbor for Forward-Looking Statements

Certain statements included in this MD&A constitute forward-looking statements, including those identified by the expressions anticipate, believe, plan, estimate, expect, intend, and similar expressions to the extent they relate to NVGT or its management. These forward-looking statements are not facts, promises, or guarantees; rather, they reflect current expectations regarding future results or events. These forward-looking statements are subject to risks and uncertainties that could cause actual results, activities, performance, or events to differ materially from current expectations. These include risks related to revenue growth, operating results, industry, products, and litigation, as well as the matters discussed in NVGT's MD&A under Risk Factors. Readers should not place undue reliance on any such forward-looking statements. NVGT disclaims any obligation to publicly update or to revise any such statements to reflect any change in the Company's expectations or in events, conditions, or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.





Overview

The consolidated statements of profit or loss and other comprehensive income, consolidated statements of changes in equity and consolidated statements of cash flows for each of two years ended 31 March 2022 and 2021 include the results, changes in equity and cash flows of the companies now comprising EFLL for the relevant years, as if our Company had always been the holding company of EFLL and the current group structure had been in existence throughout the relevant years.

The consolidated statement of financial position at 31 March 2020 has been prepared to present the assets and liabilities of the companies now comprising EFLL as if the current group structure had been in existence at that date.

Results of Operations and Financial Condition





Business Acquired

On September 21, 2021, the Company entered into a Share Exchange Agreement (the "Exchange Agreement") with Ever Full Logistics Limited ("EFLL") and WeiQun Chen ("Chen"), the sole shareholder of EFLL. Upon the closing of the share exchange transaction contemplated under the Exchange Agreement, Chen transferred all of his share capital in EFLL to the Company, thus causing EFLL to become a direct wholly-owned subsidiary of the Company. The Company now operates all of its business through EFLL. EFLL is engaged in provision of logistic services.

Management's Discussion and Analysis and Results of Operations

The following management's discussion and analysis ("MD&A") should be read in conjunction with financial statements of EFLL for the years ended March 31, 2021 and 2020, for the years ended March 31, 2022 and 2021 and for the period from April 1, 2021 to September 21, 2021 and for the nine months ended December 31, 2020 and the notes thereto.

Results Of Operations During The Year Ended March 31, 2021 As Compared To The Year Ended March 31, 2020





Revenue

For the year ended March 31, 2021 and 2020, our total revenue amounted to $160,351 and $270,380. The following table sets out the breakdown of our revenue by the type of logistics service during the year ended March 31, 2021 and 2020:





                              Year ended 31 March 2021    Year ended 31 March 2020

                                    USD           %             USD           %
Transportation - Air Freight       43,295         27           95,012         35

Transportation - Ocean            117,056         73          175,368         65
Freight

                                  160,351        100          270,380        100

We provide logistics services for Hong Kong customers and arrange the goods to be sent out from Hong Kong, Korea, Taiwan to Intra-Asia region, Europe and The US. During the year ended March 31, 2021, our air freight revenue in transportation has sharply declined to $43,295 comparing from $95,012 for the year ended March 31, 2020. During the year ended March 31, 2021, our ocean freight revenue in transportation has sharply declined to $117,056 comparing from $175,368 for the year ended March 31, 2020. Both decreases in revenue were due to the outbreak of the COVID-19, where orders from EFLL's local customers has been decreased by the result of the less demand for the logistics services.

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Air Freight

For air freight, we will send the booking details and draft airway bill to the customers for confirmation. Then we will arrange pick of the goods and measure the correct kilograms for customers confirmation. At last, we will arrange the goods to the airline for upload to the cargo plane at the airport.

Ocean Freight

Customers will first provide us a booking form and information of the bill of lading, which includes the shipping details, like details of the products, destination, carrier and details of the consignee. We will then arrange a pick up of the goods at the customers' warehouse by a third party local transportation provider. We will store the goods at the public warehouse where we will measure the accurate cubic metres ("CBM") for final determination of the correct ocean freight. Upon receipt of the confirmation of the final CBM with the customers, we will arrange upload of goods to the container at the port and make sure the shipment arrive the destination port on time. This for Loose Cargo Load service ("LCL").

For Full Container Load service, it is more or less the same as LCL, the only different procedure is that we will arrange the container directly to the customers' warehouse for the upload of the goods. We need not measure the CBM as the customers pay the fee of using the whole container.





Cost of services

Our direct cost of services was mainly in the air/ocean freight service provision, it has decreased from $168,288 for the year ended March 31, 2020 to $91,396 for the year ended March 31, 2021. The decrease was due to fewer business activities, as a result in lower cost of services.





Expenses

For the year ended March 31, 2021, the Company incurred $63,554 of operating expenses which consisted of general and administrative expenses. The finance costs was $217. For the year ended March 31, 2020, we incurred operating expenses in the amount of $89,979 which consisted of general and administrative expenses. The decrease was due to a decrease in activity, also the rental expenses has decreased to $883 for the year ended March 31, 2021 and from $6,511 for the year ended March 31, 2020. The decrease was mainly due to a lower cost policy from the company. Hence, the entertainment has decreased from $12,363 to $6,464 for the year ended March 31, 2020 and March 31, 2021 respectively. This was decreased due to fewer business entertainment required.





Net Profit

We reported a net profit of $5.184 and a net income of $12,113 for the years ended March 31, 2021 and 2020, respectively.

Due to the outbreak of the COVID-19, the import orders from the customers in the US and in the Europe decreased and the export orders to Southeast Asia also decreased. Thus, the income decreased significantly during the year March 31, 2021 when compare to the same period of 2020. The cost of services was also deceased in line with the decrease in the income. However, the gross profits were slightly increased. The major reason is that the company appointed a new forwarder and carrier who provided such services at a lower freight rate.

We recorded gross profit margins of approximately 37.76% and 43% for FY2020 and FY2021, respectively.

Such business is largely affected by factors such as market competition, global and local economic conditions, market demands for our services, the fuel prices and other costs of services. Given the logistics industry is highly sensitive to these factors, it is probable that we may suffer a low or even negative profit margin due to a decrease in revenue and/or gross profit should the global economy be adversely affected. As such, there is no assurance that we will be profitable or be able to maintain positive gross profit margins in the future. If we are unable to effectively manage our operations and costs, our business, financial condition and results of operations could be adversely affected.





Liquidity

As of March 31, 2021, we had $36,100 bank balances and cash on hand, $1,341 in deposits, and current liabilities of $20,203. As of Mar 31, 2020, we had $27,823 bank balances and cash on hand, and current liabilities of $17,955.

To the extent that our capital resources are insufficient to meet planned operating requirements, we will seek additional funds through equity or debt financing, collaborative or other arrangements with corporate partners, licensees or others, and from other

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sources, which may have the effect of diluting the holdings of existing shareholders. The Company has no current arrangements with respect to, or sources of, such additional financing and we do not anticipate that existing shareholders will provide any portion of our future financing requirements.

No assurance can be given that additional financing will be available when needed or that such financing will be available on terms acceptable to the Company. If adequate funds are not available, we may be required to delay or terminate expenditures for certain of its programs that it would otherwise seek to develop and commercialize. This would have a material adverse effect on the Company.

Off-Balance Sheet Arrangements

As of March 31, 2021 and 2020, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act of 1934.

We do not have any interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing or hedging or research and development or other services with us.





Critical Accounting Policies

Our significant accounting policies are described in the notes to our financial statements for the year ended March 31, 2021 and 2020, and are included elsewhere in this Form 10-K.

Results Of Operations During The Years Ended March 31, 2022 As Compared To The Years Ended March 31, 2021





Revenue

For the years ended March 31, 2022 and 2021, our total revenue amounted to $104,512 and $160,351. During the years ended March 31, 2022 and 2021, our revenue in transportation has decreased to $104,512 from $160,351. The decrease was because of fewer orders in transportation. The following table sets out the breakdown of our revenue by the type of logistics service during the years ended March 31, 2022 and 2021:





                              Year ended March 31 2022    Year ended March 31 2021

                                    USD           %             USD           %
Transportation - Air Freight       16,722         16           43,295         27

Transportation - Ocean             87,790         84          117,056         73
Freight

                                  104,512        100          160,351        100

We provide logistics services for Hong Kong customers and arrange the goods to be sent out from Hong Kong, Korea, Taiwan to Intra-Asia region, Europe and The US. During the year ended March 31, 2022, our air freight revenue in transportation has decreased to $16,722 comparing from $43,295 for the year ended March 31, 2021. The decreases in revenue were mainly due to less demand for Air Freight services from our customers. In addition, during the year ended March 31, 2022, our ocean freight revenue in transportation has declined to $87,790 comparing from $117,056 for the year ended March 31, 2021. The decreases in revenue were due to the outbreak of the COVID-19, where orders from EFLL's local customers have been decreased by the result of the less demand for the logistics services.





Air Freight

For air freight, we will send the booking details and draft airway bill to the customers for confirmation. Then we will arrange pick of the goods and measure the correct kilograms for customers confirmation. At last, we will arrange the goods to the airline for upload to the cargo plane at the airport.

Ocean Freight

Customers will first provide us a booking form and information of the bill of lading, which includes the shipping details, like details of the products, destination, carrier and details of the consignee. We will then arrange a pick up of the goods at the customers' warehouse by a third party local transportation provider. We will store the goods at the public warehouse where we will measure the accurate cubic metres ("CBM") for final determination of the correct ocean freight. Upon receipt of the confirmation of the final CBM with the customers, we will arrange upload of goods to the container at the port and make sure the shipment arrive the destination port on time. This for Loose Cargo Load service ("LCL").

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For Full Container Load service, it is more or less the same as LCL, the only different procedure is that we will arrange the container directly to the customers' warehouse for the upload of the goods. We need not measure the CBM as the customers pay the fee of using the whole container.





Cost of services

Our direct cost of services was mainly in the air/ocean freight service provision, it has decreased from $91,396 for the year ended March 31, 2021 to $75,789 for the year ended March 31, 2022. The decrease was mainly attributed to lower demand for services provided by the air and ocean freight service providers due to the outbreak of the COVID-19.





Expenses

For the year ended March 31, 2022, the Company incurred $3,673,361 of operating expenses which consisted of general and administrative expenses of $3,241,048 and marketing expenses of $432,313. For the year ended March 31, 2021, we incurred operating expenses in the amount of $63,554 which consisted of general and administrative expenses of $63,554 and zero marketing expenses. The rapid increase was primarily caused by the share based payment for some of our employees during the period. Novagant, the public entity, had no operations from April 2021 through December 31, 2021. All business activity occurred within EFLL, which was acquired on September 21, 2021.





Net Loss

For the year ended March 31, 2022 we had a net loss of $3,644,752. By contrast, we had a net income of $5,184 for the year ended March 31, 2021. The result of loss was due to some restricted shares issued to 6 service providers and 15 employees as compensation in lieu of cash for services during the period.





Liquidity

As of March 31, 2022, we had $51,056 in deposits, accounts receivable and cash and cash equivalents, and current liabilities of $277,673. As of March 31, 2021, we had $37,441 in deposits, accounts receivables and cash and cash equivalents, and current liabilities of $57,644.

To the extent that our capital resources are insufficient to meet planned operating requirements, we will seek additional funds through equity or debt financing, collaborative or other arrangements with corporate partners, licensees or others, and from other sources, which may have the effect of diluting the holdings of existing shareholders. The Company has no current arrangements with respect to, or sources of, such additional financing and we do not anticipate that existing shareholders will provide any portion of our future financing requirements.

No assurance can be given that additional financing will be available when needed or that such financing will be available on terms acceptable to the Company. If adequate funds are not available, we may be required to delay or terminate expenditures for certain of its programs that it would otherwise seek to develop and commercialize. This would have a material adverse effect on the Company.

Off-Balance Sheet Arrangements

As of March 31, 2022 and 2021, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act of 1934.

We do not have any interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing or hedging or research and development or other services with us.





Critical Accounting Policies

Our significant accounting policies are described in the notes to our financial statements for the year ended March 31, 2022 and 2021, and are included elsewhere in this Form 10-K.

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Results Of Operations For the period from April 1, 2021 to September 21, 2021 As Compared To The Nine Months Ended December 31, 2020





Revenue

For the period from April 1, 2021 to September 21, 2021 and nine months ended December 31, 2020, our total revenue amounted to $34,115 and $81,582. During the period from April 1, 2021 to September 21, 2021 and nine months ended December 31, 2020, our revenue in transportation has decreased to $34,115 from $81,582. The decrease was because of less orders in transportation.





Cost of services

Our direct cost of services was mainly in the air/ocean freight service provision, it has decreased from $45,363 for the nine months ended December 31, 2020 to $24,642 for the period from April 1, 2021 to September 21, 2021. The decrease was in line with the decrease in revenue.





Expenses

For the period from April 1, 2021 to September 21, 2021, the Company incurred $24,640 of operating expenses which consisted of general and administrative expenses of $24,563 and finance costs of $77. For the nine months ended December 31, 2020, we incurred operating expenses in the amount of $49,281 which consisted of general and administrative expenses of $49,118 and finance costs of $163. The decrease is due to the decrease in activity. Novagant, the public entity, had no operations from April 2021 through September 30, 2021. All business activity occurred within EFLL, which was acquired on September 21, 2021.





Net Loss

For the period from April 1, 2021 to September 21, 2021 we had a net loss of $15,167. We had net loss of $13,062 for the nine months ended December 31, 2020. The decrease is due to the decrease in business activity during the period.





Liquidity

As of September 30, 2021, we had $38,223 in deposits, accounts receivable and cash and cash equivalents, and current liabilities of $70,408. As of December 31, 2020, we had $37,168 in deposits, accounts receivables and cash and cash equivalents, and current liabilities of $77,210.

To the extent that our capital resources are insufficient to meet planned operating requirements, we will seek additional funds through equity or debt financing, collaborative or other arrangements with corporate partners, licensees or others, and from other sources, which may have the effect of diluting the holdings of existing shareholders. The Company has no current arrangements with respect to, or sources of, such additional financing and we do not anticipate that existing shareholders will provide any portion of our future financing requirements.

No assurance can be given that additional financing will be available when needed or that such financing will be available on terms acceptable to the Company. If adequate funds are not available, we may be required to delay or terminate expenditures for certain of its programs that it would otherwise seek to develop and commercialize. This would have a material adverse effect on the Company.

Off-Balance Sheet Arrangements

As of September 30, 2021 and December 31, 2020, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act of 1934.

We do not have any interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing or hedging or research and development or other services with us.





Critical Accounting Policies

Our significant accounting policies are described in the notes to our financial statements for the period from April 1, 2021 to September 21, 2021 and for the nine months ended December 31, 2020, and are included elsewhere in this Form 10-K.

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