Om Freight Forwarders Ltd.-இன் இயக்குநர் அறிக்கை

The Board of Directors of your Company have pleasure
in presenting the Directors'' Report on the business and
operations of OM Freight Forwarders Limited ( the
"Company" ) (Formerly known as Om Freight

Forwarders Private Limited ), along with the Audited
Financial Statements for the Financial Year ended on
31st March, 2026.

1. FINANCIAL PERFORMANCE:

The Financial performance of the Company on
Standalone basis and Consolidated basis for the
Financial Year ended as on 31st March, 2026 along

with the figures for the previous Financial Year ended as
on 31st March, 2025 is summarized as under:

Note: Figures have been regrouped and re-arranged where ever necessary and rounded off to nearest Amount in
INR Crores.

The Consolidated Figures include the Financial
Performance of our Associate Companies -

Arha Warehousing and Translift Private Limited
(CIN: U60231MH2020PTC351329).

The Company has prepared the Financial Statements in
accordance with Indian Accounting Standards ("IND

AS") as notified under Sections 129 and 133 of the
Companies Act, 2013 ("the Act") read with the
Companies (Accounts) Rules, 2014 and other relevant
provisions of the Act.

2. STATE OF COMPANY''S AFFAIRS AND FUTURE OUTLOOK:

The Financial Statements referenced above present the
Financial Performance of the Company during the
Financial Year ended on 31st March, 2026.

The Company is engaged in the business of Clearing
and Forwarding agents, Custom House Agents,
Common Carriers Freight Booking Agents and Cargo
Booking Agents in Air and Sea transport and in the
business of Warehousing.

During the current year, the Company has earned
Rs.476.92 crores in revenue as compared to Rs.490.14
Crores in the previous Financial Year. The Net Profit after
tax (NPAT) was Rs.15.38 Crores in the Current year
under consideration compared to NPAT Rs.21.65
Crores. in the previous year.

During the year under review, the Company''s revenue
was lower than the previous year as the management
focused on undertaking quality projects with better
long-term value instead of increasing business volume.
This strategic approach is expected to support
sustainable growth and improve the overall quality of
the Company''s business.

The Company''s profit margins were affected during the
fourth quarter due to geopolitical tensions in the Middle
East, which resulted in significant fluctuations in rates
quoted by agents and service providers. These market
conditions had an adverse impact on project margins
during the period with the easing of these market
conditions, the Company expects a gradual recovery in
profit margins in the coming quarters and remains
focused on improving operational performance and
profitability.

EXPANSION TILL TIME AND FUTURE PLANS:

The Company has commenced a new warehouse which
marks an important milestone in the Company''s
infrastructure expansion strategy. This facility
strengthens our integrated logistics and warehousing
capabilities and enhances our ability to provide
comprehensive supply chain solutions to our customers.
The expanded infrastructure also enables the Company
to strengthen its service offerings by extending Fourth
Party Logistics (4PL) solutions in addition to its existing
Third Party Logistics (3PL) services, thereby reinforcing
our commitment to delivering efficient, scalable and
value-added logistics solutions.

3. CHANGE IN NATURE OF BUSINESS, IF ANY:

There has been no change in the nature of business during the year under review.

4. DIVIDEND:

No dividend was declared for the current Financial Year due to conservation of profits and continued investment in
the business.

5. AMOUNT TRANSFERRED TO RESERVE:

For the Financial Year ended 31st March, 2026, the
Company has not proposed to carry any amount to its
General Reserve. For complete details on movement in
Reserves and Surplus during the financial year ended

March 31, 2026, kindly refer to the ''Statement of
Changes in Equity'' included in the financial statements
which forms part of this Annual Report.

6. ISSUE OF SECURITITES/CHANGE IN SHARE CAPITAL, IF ANY:

RAISING OF FUNDS THROUGH IPO:

During the period under review, the Company
successfully completed its Initial Public Offering (IPO),
comprising a Fresh Issue of 18,10,042 Equity Shares by
the Company and an Offer for Sale of 72,50,000

Equity Shares by the Selling Shareholders belonging to
the Promoters.

SHARE CAPITAL:

Your Company''s Equity Share Capital is as follows:

7. INFORMATION ABOUT SUBSIDIARY/ JOINT VENTURE / ASSOCIATE COMPANY:

As on 31st March, 2026, the Company has 2 (two) Associate Companies, details of which are tabled below:

There are no Subsidiary company or Joint Venture
company.

Statement containing salient features of the financial
statement of the associates is enclosed herewith in
"Annexure I" in Form AOC- 1.

8. NAME OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES CEASED DURING
THE YEAR:

There were No Subsidiaries, Joint Venture or Associate Companies ceased during the year under review.

9. VOLUNTARY REVISION OF FINANCIAL STATEMENTS:

During the year under review, the Company filed a
Suo-Moto application for adjudication under Section
454 of the Companies Act, 2013, in relation to a default
under Section 129 of the said Act.

The Company holds a 35.21% stake—comprising
6,86,520 equity shares of Rs.10 each—in its Associate
Company, Oscar Freight Private Limited. However,
from the Financial Year 2017- 18 to 2023-24, the
Company prepared only Standalone Financial

Statements and failed to prepare Consolidated
Financial Statements incorporating its Associate
Company, as required under Section 129(3) of the
Companies Act, 2013. Furthermore, these Consolidated
Financial Statements were not laid before the
shareholders at the respective Annual General
Meetings during the said period.

The Company hereby affirms that the default was
unintentional and was not committed with any mala fide

intent. It did not prejudice the interests of the
shareholders, creditors, or any stakeholders dealing
with the Company. The Board of Directors
unequivocally declares that the default does not affect
public interest in any manner and has caused no harm
to the public.

The Company further confirms that it has now fully
complied with the provisions of Section 129 of the
Companies Act, 2013, by preparing and finalizing the
revised Standalone and Consolidated Financial
Statements for the relevant Financial Years.
Additionally, the Company is waiting for the Final Order
to be received From Registrar of Companies, Mumbai,
Maharashtra.

10. MATERIAL CHANGES AND COMMITMENTS:

During the Financial Year 2025-26, There were
following Material Changes and commitments in
Company as mentioned below:

1. Listing of Equity Shares on Stock Exchange:

During the period under review, the Equity Shares of the
Company were successfully listed on the BSE Limited
("BSE") and the National Stock Exchange of India
Limited ("NSEIL") pursuant to the Initial Public Offering
(IPO). The Equity Shares commenced trading on the
Stock Exchanges with effect from October 08, 2025.
The listing has enhanced the Company''s visibility,
strengthened its corporate governance framework, and
provided greater liquidity and value to its shareholders.

2. Utilization of IPO funds:

During the period under review, the Company utilized
Rs. 14.87 crore against the proposed utilization of
Rs.17.14 crore as disclosed in the Prospectus which was
filled by the Company on October 06, 2025. The
Company intends to utilize the remaining funds in
accordance with its business requirements.

3. Reason for Deviation in Utilization of Funds:

During the year under review, the Company has utilized
a portion of the funds towards the purchase of
upgraded machinery instead of the originally proposed
machinery. The originally identified machinery has been
replaced in the market by newer and more advanced
models. The upgraded machinery is better suited to the
Company''s current business requirements and is
expected to improve operational efficiency and
resource utilization. Accordingly, the Company
considered it beneficial to procure the upgraded
machinery in the best interest of the business. Further, the
Company has sought an extension of one year, up to
March 31, 2027, for the utilization of the unutilized IPO
proceeds.

4. Resignation of Company Secretary and
Compliance Officer:

The details of the resignation of the Company Secretary
and Compliance Officer during the year are provided
under Point No. 16 of this Report.

11. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

During the financial year under review, there were no
unpaid or unclaimed dividends or shares that were
required to be transferred to the Investor Education and
Protection Fund (IEPF) pursuant to the applicable

provisions of the Companies Act, 2013. Accordingly, no
amount or shares were transferred to the IEPF during the
year.

12. DEPOSITS:

During the year under review, the Company has not
accepted any deposits from public or its shareholders
within the meaning of Sections 73 and 76 of the
Companies Act 2013, read with Companies

(Acceptance of Deposits) Rules, 2014. Accordingly,
there were no outstanding deposits or any unpaid or
unclaimed interest thereon as at March 31, 2026.

13. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The particulars of investments, loans, guarantees and
securities given and securities provided are covered
under Section 186 of the Companies Act 2013 read
with the Companies (Meetings of Board and its Powers)

Rules, 2014 provided during the Financial Year under
review have been disclosed in Note No. 6 of the Notes
to Accounts which forms part of the Audited Standalone
Financial Statements of the Company.

14. LOANS FROM DIRECTORS:

During the Financial Year under review, the Company
has borrowed the amount(s) from Directors, as per the
details given in Note No. 13 of the Financial Statements
and the respective director has given a written

15. CORPORATE GOVERNANCE:

Your Company continuously strives to strengthen its
governance to generate long-term value for its various
stakeholders on a sustainable basis thus ensuring ethical
and responsible leadership both at the Board and the
Management levels. The Company is committed to
transparency in all its dealings and places emphasis on
business ethics. Your Company has all the process,
protocols and system of Corporate Governance and
has been following fair, transparent and ethical
governance practices for enhancing long-term
shareholder value and retaining investor confidence
and trust.

Corporate Governance is an on-going process that
ensures the affairs of the Company are managed with

declaration to the Company confirming that the amount
has not been advanced out of funds obtained by the
director through any borrowings or by accepting loans
or deposits from any other person.

proper accountability, fairness and transparency to the
core of its sense. This also helps and enables the Board
and Management to achieve the goals and objectives
effectively for the benefit of the Company and its
Stakeholders including Customers, Shareholders,
Creditors and Employees.

A separate section on the Corporate Governance
together with requisite certificate obtained from the
Practicing Company Secretary, confirming compliance
with the provisions of Corporate Governance as
stipulated in Regulation 34 read along with Schedule V
of the Listing Regulations, is included in the Annual
Report.

16. MEETINGS OF THE BOARD AND ITS COMMITTEES:

1. BOARD MEETINGS AND ATTENDANCE OF
DIRECTORS:

The Board meets at regular intervals, inter-alia, to
discuss and decide on the Company''s performance and
strategies. During the financial year 2025-26, the
Board of Directors met 8 (Eight) times as mentioned in
the details of which are provided in the Corporate
Governance Report and the gap between two
consecutive meetings never exceeded a period of 120
days. All meetings of Board of Directors were duly
convened and held as per the provisions of Section 173
of the Companies Act, 2013, rules made there under
and applicable secretarial standards.

2. BOARD COMMITTEES:

As required under the act, and the listing regulations, the
company has constituted the following statutory
committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Risk Management Committee*

• Corporate Social Responsibility Committee

The details of the composition of the Committees,
meetings held, attendance of Committee members at
such meetings and other relevant details are provided in
the ''Corporate Governance Report''.

* Pursuant to Regulation 21 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the constitution of a Risk Management Committee
is applicable only to the top 1,000 listed entities based
on market capitalization as on 31 st December 2025. As
the Company does not fall within the top 1,000 listed

entities, the requirement to constitute a Risk
Management Committee is not applicable.
Accordingly, the Board of Directors dissolved the Risk
Management Committee with effect from May 13,
2026.

17. MANAGEMENT DISCUSSION AND ANALYSIS:

In terms of provisions of Regulation 34(2) of the SEBI
(LODR) Regulations, 2015, a detailed review of the
operations, performance and outlook of the Company

and its business is given in the Management Discussion
and Analysis, which is presented in a separate section
forming part of this Annual Report.

18. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

During the year under review, none of the Directors
ceased to hold office, and the Company did not receive
any notice of resignation under Section 168(1) of the
Companies Act, 2013 from any Director.

Mr. Ravi Patwa, Independent Director of the Company
tendered his resignation due to personal obligations
with effect from May 31, 2026 and Mr. Keval shah was

appointed as Additional Director, Non-Executive
Independent Director of the Company from May 13,
2026.

Further, during the year under review, the Company
Secretary and Compliance Officer resigned due to
pursuing other professional opportunities. The details of
the resignation are provided below:

In accordance with the provisions of Section 2(51) and
Section 203 of the Act read with the Companies
(Appointment & Remuneration of Managerial
Personnel) Rules, 2014, including any statutory
modification(s) or re-enactment(s) thereof for the time
being in force below are the KMP''s of the Company:

• Mr. Rahul J Joshi - Chairman and Managing
Director

• Mr. Pankaj Mav - Chief Financial Officer

• Mr. Hiren K Bhanushali¹ - Company Secretary &
Compliance Officer

and Ms. Manisha Saluja was assigned the role of CS &
Compliance officer, with effect from May 13, 2026.

RETIREMENT BY ROTATION:

In accordance with the provisions of the Companies
Act, 2013 and the Articles of Association of the
Company, Mr. Sanjiv Joshi (DIN: 00410437) and Mr.
Kamesh Rahul Joshi (DIN: 01436934) Executive
Directors of the Company, respectively are liable to
retire by rotation at the ensuing Annual General
Meeting of the Company and being eligible, has
offered themselves for re-appointment. The Board
recommends their re-appointment for the consideration
of the Shareholders.

19. SECRETARIAL STANDARDS:

The Institute of Company Secretaries of India had
revised the Secretarial Standards on Meetings of the
Board of Directors (SS-1) and Secretarial Standards on
General Meetings (SS-2) with effect from 01st April,
2024.

20. DIRECTORS'' RESPONSIBILITY STATEMENT:

Based on the framework and testing of internal financial
controls and compliance systems established and
maintained by the Company, work performed by the
internal, statutory auditors and the reviews performed
by Management and the relevant Board Committees,
the Board is of the opinion that the Company''s internal
financial controls were adequate and effective during
the Financial Year 2025-26. Accordingly, pursuant to
Section 134(5) of the Act, the Board of Directors, based
on the assurance given of the business operations, to the
best of their knowledge and ability, confirm that:

a. In the preparation of the annual accounts, the
applicable accounting standards had been
followed along with proper explanation relating to
material departures;

b. The directors had selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so
as to give a true and fair view of the state of affairs

Your company has generally complied with Secretarial
Standards i.e., SS-1 and SS-2 relating to meetings of
the Board of Directors, Committee meetings and
General Meetings, respectively specified by the Institute
of Company Secretaries of India and approved by
Central Government under section 118 (10) of the
Companies Act 2013.

of the company at the end of the Financial Year and
of the profit and loss of the company for that period;

c. The directors had taken proper and sufficient care
for the maintenance of adequate accounting
records in accordance with the provisions of this Act
for safeguarding the assets of the company and for
preventing and detecting fraud and other
irregularities;

d. The directors had prepared the annual accounts on
a going concern basis; and

e. The directors, in case of our company, had laid
down internal financial control to be followed by
the company and that such internal financial
controls are adequate and were operating
effectively.

f. The directors had devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.

21. DISCLOSURE FROM INDEPENDENT DIRECTORS:

All Independent Directors have submitted the
declaration of Independence, pursuant to the provisions
of Section 149(7) of the Act and Regulation 25(8) of the
SEBI Listing Regulations, stating that they meet the
criteria of Independence as provided in Section 149(6)
of the Act and Regulation 16(1)(b) of the SEBI Listing
Regulations and they are not aware of any circumstance
or situation, which exist or may be reasonably
anticipated, that could impair or impact their ability to
discharge their duties with an objective Independen!

judgment and without any external influence. The Board
is of the opinion that the Independent Directors of the
Company possess requisite qualifications, experience,
expertise and hold the highest standards of integrity. The
Independent Directors have also confirmed their
registration with the data bank of Independent Directors
maintained with the Indian Institute of Corporate Affairs
in compliance with requirements of the Companies
(Appointment and Qualification of Directors) Rules,
2014.

22. BOARD EVALUATION:

The evaluation framework for assessing the
performance of the Directors of the Company comprises
of contributions at the Meeting(s) and strategic

perspective or inputs regarding the growth and
performance of the Company, amongst others. Pursuant
to the provisions of the Companies Act, 2013 and SEBI

Listing Regulations and in terms of the Framework of the
Board Performance Evaluation, the Board of Directors
have carried out an annual performance evaluation of
the Board as-a-whole, performance of various
Committees of the Board, and Individual Directors. A
separate meeting of the Independent Directors was also
held during the Financial Year under review for the

evaluation of the performance of Non- Independent
Directors, performance of the Board as-a-whole. The
Company has formulated a Policy on Evaluation of
Board and Independent Directors and is uploaded on
the website of the Company at
https://omfreight.com/wp-content/ uploads/2025/
03/13.-Evaluation- Policy.pdf.

23. SKILLS/ EXPERTISE/ COMPETENCIES IDENTIFIED BY THE BOARD OF DIRECTORS:

The Board of Directors has identified the core skills,
expertise, and competencies required for the
Independent Directors to effectively discharge their
duties in the context of the Company''s business. The

detailed matrix of such skills, expertise, and
competencies is provided in the Corporate Governance
Report forming part of this Annual Report.

24. STATUTORY AUDITORS AND AUDITORS'' REPORT:

In terms of the provisions of Section 139 of the
Companies Act, 2013 read with the Companies (Audit
and Auditors) Rules, 2014, M/s Viren Gandhi & Co.
Chartered Accountants, Firm Registration No.
111558W was appointed as statutory auditors of the
Company to hold office for one term of 5 years till the
conclusion of Annual General Meeting to be held for
the Financial Year 2028-29. The Auditors have issued

their report on the financial statements for the Financial
Year ended March 31, 2026.

The Auditors'' Report does not contain any qualification,
reservation, adverse remark or disclaimer. The Notes on
Financial Statement referred to in the Statutory Auditors''
Report are self-explanatory and do not call for any
further comments.

25. INTERNAL AUDIT:

In terms of the provisions of Section 138 of the
Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014. The Auditors, M/s Gala &
Associates. Chartered Accountants, Mumbai was

26. SECRETARIAL AUDIT:

Pursuant to section 204 of the Act and on the
recommendation of Audit Committee, the Board by
passing resolution in its meeting appointed, Mr. Nitin
Joshi (FCS No. 3137; CP No. 1884), Practicing
Company Secretaries, as Secretarial Auditors for the
Financial Year 2025- 26. According to the provisions of
Section 204 of the Act read with Rule 9 of the

appointed as an Internal Auditor for the Financial Year
2025-26. There are no qualification remarks in the
Internal Auditors'' Report, which require any
clarification/explanation.

Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Secretarial
Audit Report is enclosed as a part of this Board''s Report
as an "Annexure II". There are no qualification remarks
in the Secretarial Auditors'' Report, which require any
clarification/explanation.

27. MANAGEMENT EXPLANATION ON AUDITORS OBSERVATIONS:

Statutory Auditor, Secretarial Auditor and Internal
Auditor have given a report without any qualification or

adverse remarks. Hence no explanation is required to
be provided by the Board of Directors/Management.

28. MAINTENANCE OF COST RECORDS:

The maintenance of cost records as specified by the
Central Government under sub section (1) of section

148 of the Companies Act, 2013 read with The
Companies (Cost Records and Audit) Rules 2014 is not

applicable to the Company.

29. REPORTING OF FRAUD:

The Statutory Auditors or Internal Auditor or Secretarial
Auditor have not reported any fraudulent matter under
Section 143(12) of the Companies Act, 2013 and

therefore no detail is required to be disclosed under
Section 134 (3) (ca) of the Companies Act, 2013.

30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS & OUTGO:

The particulars as required under the provisions of
Section 134(3)(m) of the Companies Act, 2013 read
with Rule 8 of the Companies (Accounts) Rules, 2014 in
respect of conservation of energy, technology

absorption, foreign exchange earnings and outgo etc.
are furnished in "Annexure IN" which forms part of this
Report.

31. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE
SOCIAL RESPONSIBILITY INITIATIVES AND REPORT ON CORPORATE SOCIAL RESPONSIBILITY
(CSR):

The Company has adopted a New Corporate Social
Responsibility (CSR) Policy at CSR Committee meeting
dated 18th January 2025, which indicates the activities
to be undertaken by the Company as specified in
Schedule VII to the Companies Act 2013. This policy
includes overview of projects or programs proposed to
be undertaken. The CSR Policy is available on the
website of the Company at www.omfreight.com.

The CSR expenditure incurred by your Company during
the Financial Year 2025-26 was Rs. 51,01,000/-
(Rupees Fifty-one Lakhs One Thousand only). The
statutory requirement i.e. 2% of average profit for the
last 3 years was Rs. 50,26,429/- (Rupees Fifty Lakh
Twenty-Six Thousand Four Hundred Twenty-Nine
Only.). Annual Report on CSR activities as required

under the Companies (Corporate Social Responsibility
Policy) Rules, 2014, as amended, is annexed herewith
and marked as "Annexure IV".

The CSR initiative of your Company implicates spending
on education, medical assistance and eradicating
hunger for needy people in society through donating
the amount to a Registered Trust and the remaining
Unspent amount transferred to Prime Minister''s National
Relief Fund as per schedule VII of the Companies Act
2013.

This is in accordance with Section 135 and Schedule VII
of the Companies Act, 2013 and Companies
(Corporate Social Responsibility Policy) Rule, 2014.

32. NOMINATION AND REMUNERATION POLICY

The Company''s Policy on remuneration of Directors,
Key Managerial Personnel and Senior Management
Personnel including criteria for determining
qualifications, positive attributes, independence of
Directors and other matters provided under sub-section

(3) of section 178 of the Companies Act, 2013 same is
uploaded on the website of the Company at:
https://omfreight.com/wp-content/ uploads/2025/
03/5.-NRC-Policy.pdf

33. RISK MANAGEMENT:

The requirement of Risk Management Committee under
Regulation 21 of SEBI (Listing Obligations and
Disclosures Requirements) Regulation, 2015 is not
applicable to the Company as on the date of signing of

this report. The Company has in a place Business Risk
Management framework to identify, evaluate business
risks and opportunities. This framework seeks to create
transparency, minimize adverse impact on the business

objectives and enhance the Company''s competitive
advantage. There are no risks which in the opinion of the
operating management threaten the existence of your
Company.

The Company has formulated a Policy on Risk
Assessment & Management and is uploaded on the
website of the Company at

https://omfreight.com/wp-content/ uploads/2025/
03/2.- Risk-Assessment-and-Management-Policy.pdf.

34. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Auditors have given report on Internal Financial
Controls under clause (i) of Sub-section 3 of Section
143 of the Companies Act, 2013. Your Company has
Internal Control system to ensure an effective internal
control environment that provides assurance on the
efficiency of conducting business, including adherence
to the Company''s policies, the safeguarding of its
assets, the prevention and detection of frauds and

errors, the accuracy and completeness of Accounting
records and the timely preparation of reliable financial
disclosures.

Internal Audit plays a key role by providing assurance
to the Board of Directors and value addition to business
operation.

35. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUECY:

Pursuant to Rule 8(5)(viii) of the Companies (Accounts)
Rules, 2014, the Company assessed its Internal
Financial Controls with reference to the Financial
Statements through M/s Fenil Doshi & Co. Based on the
assessment and the report submitted by M/s Fenil Doshi

& Co., the auditor is of the opinion that the Company''s
Internal Financial Controls with reference to the
Financial Statements are adequate and were operating
effectively during the financial year under review.

36. SEXUAL HARASSAMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013:

The Company is committed to provide a safe and
conducive work environment to its employees and has
zero tolerance for sexual harassment at the workplace.
As per the requirement of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and

Redressal) Act, 2013, the Company has formed an
Internal Complaint Committee to address complaints
pertaining to sexual harassment in the workplace. The
Company had not received any complaint during the
Financial Year 2025-26.

37. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Whistle
Blower Policy which is in compliance with the provisions
of Section 177 (10) of the Companies Act, 2013 and
Regulation 22 of SEBI (Listing Obligations and
Disclosures Requirements) Regulation, 2015. The policy
deals with instance of fraud and mismanagement, if
any. The details of the Whistle Blower Policy posted on

the website of the Company at
https: / / omfreight.com / w p -
content/uploads/2025/03/3.VIGIL-MECHANISM.
pdf.

The Company had not received any complaint during
the Financial Year 2025-26.

38. A STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE TO THE PROVISIONS
RELATING TO THE MATERNITY BENEFITS ACT, 1961:

The Company declares that it has duly complied with the
provisions of the Maternity Benefit Act, 1961. All
eligible women employees have been extended the
statutory benefits prescribed under the Act, including
paid maternity leave, continuity of salary and service
during the leave period, and post-maternity support

such as nursing breaks and flexible return-to-work
options, as applicable. The Company remains
committed to fostering an inclusive and supportive work
environment that upholds the rights and welfare of its
women employees in accordance with applicable laws.

39. RELATED PARTY TRANSACTIONS:

During the financial year under review, all related party
transactions that were entered into by the Company
were on an arm''s length basis and were in the ordinary
course of business and were also not considered
material as per the provisions of Section 188 of the Act
read with the Companies (Meetings of Board and its
Powers) Rules, 2014. Hence, disclosure in form AOC-2
under Section 134(3)(h) of the Act, read with Rule 8 of
the Companies (Accounts of Companies) Rules, 2014,
is not applicable. The disclosure of transactions with
related party for the year, as per Indian Accounting

Standard 24 (Ind AS-24) "Related Party Disclosures" is
given in Note no. 33 to the Audited Standalone
Financial Statements as on March 31, 2026 which
forms part of this Annual Report.

The policy on Related Party Transactions is available on
the Company''s website at:

https://omfreight.com/wp-content/ uploads/2025/
03/6.Policy-on-Dealing-with-Related-
Party-Transactions.pdf.

40. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:

No significant and material orders were passed by the
Regulators or the Courts or Tribunals impacting the

41. EXTRACT OF ANNUAL RETURN:

Pursuant to the amendments to Section 134(3) (a) and
Section 92(3) of the Act read with Rule 12 of the
Companies (Management and Administration) Rules,
2014, the Annual Return of the Company for FY
2025-26 will be available on the website of the

going concern status and the Company''s operations in
future.

Company in the following link: https://omfreight.com.
The Annual Return will be submitted to the Registrar of
Companies within the timelines prescribed under the
Act.

42. HUMAN RESOURCE/ PARTICULARS OF EMPLOYEES:

The details of employees'' remuneration as required
under Section 197(12) of the Act, read with Rule 5(1) of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is annexed as

"Annexure V".

The statement containing particulars of employees as
required under Section 197(12) of the Act read with

Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
forms part of this Report. Further, in terms of Section 136
of the Act, the Annual Report and the Audited Financial
Statements are being sent to the Members and others
entitled thereto, excluding the aforesaid statement. The
said statement is available for inspection by the
Members at the Registered Office of the Company
during business hours i.e. 11:00 a.m. to 2:00 p.m. on
working days excluding Saturday''s, Sunday''s and
public holidays up to the date of the AGM. If any
Member is interested in obtaining a copy thereof, such
Member can send e-mail to [email protected].

The statement containing particulars of employees as

required under Section 197(12) of the Companies Act,
2013 read with Rule 5(2) and Rule 5(3) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is not applicable to
the Company, as none of the employees were in receipt
of remuneration requiring disclosure under the said
Rules during the financial year under review.

During the year under review none of the employees
who are posted and working in a country outside India,
not being Directors or their relatives, draw remuneration
more than the limits prescribed under Rule 5(3) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

43. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY AFTER THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT:

Except as otherwise mentioned in this report, there are
no material changes and commitments affecting the
financial position of the Company which have occurred

between the end of the Financial year of the Company
to which the Financial Statements relates and the date of
this report.

44. AUDIT TRAIL UNDER (AUDIT & AUDITORS) RULES 2014 - RULE 11 OF THE COMPANIES ACT,
2013:

The Company has used accounting software for
maintaining its books of account for the financial year
ended March 31, 2026 which has a feature of
recording audit trail of each and every transaction,

creating an edit log of each change made in books of
account along with the date when such changes were
made and ensuring that the audit trail cannot be
disabled.

45. CAUTIONARY STATEMENT:

Statement in this report, notice to shareholders or
elsewhere in this Report, describing the objectives,
projections, estimates and expectations may constitute
''Forward Looking Statement'' within the meaning of

46. OTHER DISCLOSURE:

• A Business Responsibility and Sustainability Report
as required under Regulation 34 of SEBI (Listing
Obligations and Disclosures Requirements)
Regulation, 2015 is not applicable to the Company
for the F.Y. ended March 31, 2026.

• Dividend Distribution Policy as required under
Regulation 43A of SEBI (Listing Obligations and
Disclosures Requirements Regulation, 2015 is not
applicable to the Company.

applicable laws and regulations. Actual results might
differ materially/marginally from those either express or
implied in the statement depending on the market
conditions and circumstances.

• There were no proceedings, either filed by the
Company or against the Company, pending under
the Insolvency and Bankruptcy Code, 2016 as
amended, before the National Company Law
Tribunal or other Courts as of March 31, 2026.

• During the year, there were no transactions
requiring disclosure or reporting in respect of
matters relating to:

a. Issue of equity shares with differential voting rights as

to dividend, voting or otherwise;

b. Issue of shares (including sweat equity shares) to
employees of the company under any scheme;

c. Raising of funds through preferential allotment or
qualified institutional placement;

d. Instance of one-time settlement with any bank or
financial institution.

ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation for the continued cooperation received from the Banks,
Government Authorities, Customers, Vendors, and Shareholders during the year under review. Your Directors also
wish to place on record their deep sense of appreciation for the committed service of the Executives, staff, and
Workers of the Company.

For OM FREIGHT FORWARDERS LIMITED

(Formerly known as OM FREIGHT FORWARDERS PRIVATE LIMITED)

RAHUL J JOSHI HARMESH R. JOSHI

CHAIRMAN & MANAGING DIRECTOR EXECUTIVE DIRECTOR

DIN: 00114172 DIN: 00123583

Date: 13/08/2026
Place: MUMBAI

1

Mr. Hiren Bhanushali ceased to be the CS &
Compliance officer with effect from February 16, 2026