Om Freight Forwarders Ltd. இன் கணக்கு குறிப்புகள்

Authorized Share Capital

During the financial year, there was no change in the
authorized share capital of the Company. The
authorized share capital remained at Rs.45.00 crores
as at March 31, 2026, same as at March 31, 2025.

Issued, Subscribed, and Fully Paid-up Share Capital

The paid-up share capital of the company increased
during the period from Rs.31.87 crores (as at March 31,
2025) to Rs.33.68 crores (as at March 31, 2026). The
said increase is on account of allotment of 18,10,042
fresh equity shares through initial public offer on 8th
October, 2025 at a face value of Rs.10 per share and
at premium of Rs.125 per share aggregating to an issue
price of Rs.135 per share.

During the year under review, the Company
successfully completed its Initial Public Offering (IPO) of
90,60,042 equity shares of Rs.10 each at a price of
Rs.135 per equity share (including a premium of Rs.125
per share), 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 Promoter Selling
Shareholders; pursuant to the allotment of shares under
the fresh issue, the issued, subscribed and paid-up
equity share capital of the Company increased to
Rs.33,67,54,420 comprising 3,36,75,442 equity
shares of P10 each fully paid-up, and the equity shares
of the Company were subsequently listed and
commenced trading on the National Stock Exchange of
India Limited (NSE) and BSE Limited (BSE) with effect
from 08 October, 2025.

(i) Terms/ rights attached to equity shares:

The Company has one class of equity shares having a
par value of Rs.10 per share. Each shareholder is
eligible for one vote per share held. The equity
shareholders are entitled to receive dividend in INR as
declared from time to time. The dividend proposed by
the Board of Directors is subject to the approval of the
shareholders at the ensuing Annual General Meeting,
except in the case of any interim dividend. In the event
of liquidation, the equity shareholders are eligible to
receive the remaining assets of the company after the
distribution of all preferential amounts, in proportion to
their shareholding.

(ii) Issue of Bonus Shares:

During the year ended 31 st March 2025, the Company
allotted 3,17,52,000 fully paid-up equity shares as
bonus shares in the ratio of 1:280, i.e., two hundred
and eighty equity shares for every one existing fully
paid-up equity share held, to the eligible shareholders
of the Company. The bonus shares were allotted on
20th April, 2024, pursuant to the approval accorded
by the shareholders of the Company by way of an
ordinary resolution passed in the extra-ordinary
general meeting, on the recommendation of the Board
of Directors. The said issue was made by capitalisation
of the free reserves of the Company, in accordance with
the provisions of Section 63 of the Companies Act,
2013 read with the Companies (Share Capital and

Debentures) Rules, 2014, and the Articles of Association
of the Company, which authorise the Company to
capitalise its reserves for the purpose of issuing bonus
shares. Consequent to the said issue, the paid-up equity
share capital of the Company increased from 1,13,400

equity shares to 3,18,65,400 equity shares.

(iii) Details of shareholders holding more than 5%
shares in the company:

29 EARNINGS PER SHARE (EPS)

Basic EPS and Diluted amounts are calculated by dividing the profit for the year attributable to equity holders by the
weighted average number of Equity shares outstanding during the year.

The Company does not have any outstanding potential dilutive equity shares.

The following table reflects the income and share data used in the basic and diluted EPS computations:

Fair value hierarchy :

The Company uses the following hierarchy for
determining and disclosing the fair value of financial
assets by valuation technique:

Financial assets and financial liabilities measured at fair
value in the balance sheet are divided into three levels
of a fair value hierarchy. The three levels are defined
based on the observability of significant inputs to the
measurement, as follows:

Level 1 - Quoted prices (unadjusted) in active markets
for financial instruments.

Level 2 - The fair value of financial instruments that are
not traded in an active market is determined using
valuation technique which maximise the use of
observable market data and rely as little as possible on
entity specific estimates.

Level 3 - If one or more of the significant inputs is not
based on observable market data, the instrument is
include in level 3.

Note 1 - Investment at fair value is less than Rs. 10,000 (Rupees Ten Thousand).

Note 2 - Actual cost of investment in Equity shares of Parbulkers II AS is taken as Fair Value in the absence of Valuation
Report

31 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Company''s financial risk management is an integral
part of how to plan and execute its business strategies.
The Company''s activity expose it to market risk, liquidity
risk, and credit risk. The Company''s board of directors
has overall responsibility for the establishment and

oversight of the Company''s risk management
framework. This note explains the sources of risk which
the entity is exposed to and how the entity manages the
risk and the related impact in the financial statements.

a. Credit risk

Credit risk is the risk that a counterparty fails to
discharge an obligation to the Company. The Company
is exposed to this risk for various financial instruments,
for example trade receivables to customers, deposits,
etc. The Company''s maximum exposure to credit risk is
limited to the carrying amount of following types of
financial assets.

• cash and cash equivalents,

• bank balances other than cash and cash
equivalents

• trade receivables, and

• other financial assets

Credit risk on cash and cash equivalents and bank

deposits and other financial assets is limited as the
Company generally invests in deposits with banks with
high credit ratings assigned by domestic credit rating
agencies. Other financial assets measured at amortised
cost includes security deposits and trade receivables.
Credit risk related to trade receivable and other
financial assets is managed by monitoring the
recoverability of such amounts continuously and
monitoring the credit worthiness of the counterparties.

Trade receivables and Contract Assets

Credit quality of a customer is assessed and individual
credit limits are defined in accordance with this
assessment. Outstanding customer receivables are
regularly monitored. The Group has diversified
customer base considering the nature and type of

business.

An impairment analysis is performed at each reporting
date on an individual basis for major clients. In addition,
a large number of minor receivables are grouped into
homogenous groups and assessed for impairment
collectively. The calculation is based on historical data.
The maximum exposure to credit risk at the reporting

date is the carrying value of each class of financial
assets disclosed in Note 9. The Group does not hold
collateral as security. The Group evaluates the
concentration of risk with respect to trade receivables as
low, as its customers are located in several jurisdictions
and industries and operate in largely independent
markets.

b. Liquidity risk

Liquidity risk is the risk that the Company will not be able
to meet its financial obligations as they become due. The
Company''s objective is to, at all times maintain optimum
levels of liquidity to meet its cash and collateral
obligations. Ultimate responsibility for liquidity risk
management rests with the Board of Directors. The

Company''s manages liquidity risk by maintaining
adequate reserves, banking facilities and reserve
borrowing facilities, by continuously monitoring
forecast and actual cash flows. The following table
shows the maturity analysis of financial liabilities of the
Company based on contractually agreed undiscounted
cash flows as at the Balance Sheet date:

c. Market risk - Price risk

The Company''s exposure to price risk arises from
investments held and classified in the financials
statements at fair value through Comprehensive income
or at fair value through profit or loss. To manage the
price risk arising from investments, the Company

diversifies its portfolio of assets.

Sensitivity

The table below summarises the impact of
increase/decrease of the index on the Company''s profit
for the year :

d. Interest rate risk

"Interest rate risk is the risk that the fair value or future
cash flows of a financial instrument will fluctuate
because of changes in market interest rates. Company
does not have significant exposure to the risk of
changes in market interest rates as Company''s
long-term debt obligations is at fixed interest rates.

The Company''s policy is to keep maximum of its
borrowings at fixed rates of interest."

Foreign currency risk is the risk that the fair value or
future cash flows of an exposure will fluctuate because
of changes in foreign exchange rates. The Group''s
exposure to the risk of changes in foreign exchange
rates relates primarily to the Group''s operating activities
(when revenue or expense is denominated in a foreign
currency).

Forex gain or loss on payment made for purchase of
vessel is capitalised.

Foreign currency exposure of the Company is as
follows:

Foreign currency sensitivity

The following tables demonstrate the sensitivity to a
reasonably possible change in GBP EURO USD CHF
AUD NZD HKD HGD OMR AED SGD JPY and CAD

exchange rates, with all other variables held constant.
The impact on the Company''s profit before tax is due to
changes in the fair value of monetary assets and
liabilities.

32 SEGMENT INFORMATION

"The Company is engaged in a single business activity,
viz. logistics services, which constitutes its only
reportable operating segment in terms of Ind AS 108
""Operating Segments"".

The Board of Directors has identified the Managing
Director as the Chief Operating Decision Maker
(""CODM"") of the Company. The CODM reviews the

internal management reports, which are prepared on
the basis of financial information aggregated at the
entity level, on a periodic basis for the purposes of
allocating resources and assessing the performance of
the Company. Accordingly, the CODM evaluates the
Company''s performance as a single operating
segment, and no discrete financial information is
reviewed for any component below the entity level.

As the Company operates in a single reportable
segment, disclosures pursuant to paragraphs 22 to 30
of Ind AS 108 are not applicable. The entity-wide
disclosures required by paragraphs 31 to 34 of Ind AS
108 are set out below:"

a) Information of Activity wise breakup of Revenue:

Refer note no.20(i)(a) for information about activity
wise breakup of revenue.

b) Information about Geographical breakup of
revenue:

The Company''s operations are primarily conducted in
India, and accordingly, revenue from external

customers attributed to the country of domicile and all
non-current assets are located in India. Refer note
no.20(i)(b) for information about geographical
revenue. All non-current assets (other than financial
instruments and deferred tax assets) are located in
India, except for a ship carrier included under Property,
Plant and Equipment which, by the nature of its use, is
deployed across international waters and does not
have a fixed geographical location. The said vessel is
registered in India and operates from its home port in
India, and has accordingly been attributed to India for
the purpose of this disclosure.

c) Revenue from Major Customers:

The transactions with related parties are made in the
normal course of business and on terms equivalent to
those that prevail in arm''s length transactions. All the
related party transactions are reviewed and approved

by board of directors. The figures as 0.00 represents
amount is less than Rs. 1 lakh.

34 EMPLOYEE BENEFITS

1. Defined contribution plans

Contributions are made to Government Provident fund
and ESIC which covers all regular employees. Both the
employees and the Company make predetermined
contributions to the Provident Fund and ESIC. The
Contributions are normally based on a certain
proportion of the employee''s salary.

(a) Provident fund and pension

In accordance with the Employee''s Provident Fund and
Miscellaneous Provisions Act, 1952, eligible employees
of the Company are entitled to receive benefits in

respect of provident fund, a defined contribution plan,
in which both employees and the Company make
monthly contributions at a specified percentage of the
covered employees'' salary. The contributions, as
specified under the law, are made to the provident fund
administered and managed by Government of India
(GOI). The Company has no further obligations under
the fund managed by the GOI beyond its monthly
contributions which are charged to the statement of
Profit and Loss in the period they are incurred. The
benefits are paid to employees on their retirement or
resignation from the Company."

(b) Defined Benefit Plans
Gratuity

The Company makes Ad hoc annual contribution to a
Gratuity Fund administered by trustees and managed
by the Life insurance Corporation of lndia. Total liability
as per Ind AS 19 as at respective period ended is being
determined as per valuation from professional Actuarial
Valuers & provided in the accounts accordingly.

The most recent actuarial valuation of the present value
of the defined benefit obligation was carried out for the

year ended March 31, 2026 by an independent
actuary. The present value of the defined benefit
obligation, and the related current service cost and past
service cost, were measured using the projected unit
credit method.

A. Through its defined benefit plans, the Company is
exposed to a number of risks, the most significant of
which are detailed below:

(1) Actuarial Risk:

"It is the risk that benefits will cost more than expected.
This can arise due to one of the following reasons:

i) Adverse Salary Growth Experience

ii) Variability in mortality rates

iii) Variability in withdrawal rates"

(2) Investment Risk

For funded plans that rely on insurers for managing the
assets, the value of assets certified by the insurer may
not be the fair value of instruments backing the liability.
In such cases, the present value of the assets is
independent of the future discount rate. This can result in
wide fluctuations in the net liability or the funded status
if there are significant changes in the discount rate
during the inter- valuation period.

(3) Liquidity Risk:

Employees with high salaries and long durations or
those higher in hierarchy, accumulate significant level of
benefits. If some of such employees resign/retire from
the Company there can be strain on the cashflows.

(4) Market Risk:

Market risk is a collective term for risks that are related
to the changes and fluctuations of the financial markets.
One actuarial assumption that has a material effect is
the discount rate. The discount rate reflects the time value

of money. An increase in discount rate leads to
decrease in Defined Benefit Obligation of the plan
benefits & vice versa. This assumption depends on the
yields on the corporate/government bonds and hence
the valuation of liability is exposed to fluctuations in the
yields as at the valuation date.

(5) Legislative Risk:

Legislative risk is the risk of increase in the plan liabilities
or reduction in the plan assets due to change in the
legislation/regulation. The government may amend the
Payment of Gratuity Act thus requiring the companies to
pay higher benefits to the employees. This will directly
affect the present value of the Defined Benefit
Obligation and the same will have to be recognized
immediately in the year when any such amendment is
effective.

B. Principal actuarial assumptions used:

The principal assumptions used for the purposes of the
actuarial valuations were as follows.

The sensitivity analysis have been determined based on
reasonably possible changes of the respective
assumptions occurring at the end of the reporting
period, while holding all other assumptions constant.
The sensitivity analysis presented above may not be
representative of the actual change in the defined
benefit obligation as it is unlikely that the change in
assumptions would occur in isolation of one another as
some of the assumptions may be correlated.

Furthermore, in presenting the above sensitivity
analysis, the present value of the defined benefit
obligation has been calculated using the projected unit
credit method at the end of the reporting period, which
is the same method as applied in calculating the defined
benefit obligation as recognised in the balance sheet.
There is no change in the methods and assumptions
used in preparing the sensitivity analysis from previous
year.

35 LEASES

The Company has lease contract for office building
having a term of 5 years. The Company is restricted
from assigning and subleasing the leased assets.

The Company also has certain leases with lease terms of
12 months or less and leases with low value assets. The
Company applies the ''short-term lease'' and ''lease of

low-value assets'' recognition exemptions for these
leases.

Set out below are the carrying amounts of right-of-use
assets recognised and the movements during the year:

36 CAPITAL MANAGEMENT

The Company manages it''s capital to ensure that the
Company will be able to continue as going concern,
while maximising the return to stake holders through
efficient allocation of capital towards expansion of
business, optimisation of working capital requirements
and deployment of surplus funds into various investment
options. The Company manages its capital structure and
makes adjustments in the light of changes in economic
environment and the requirements of the financial

covenants. No changes were made in the objectives,
policies, processes for managing capital during the
respective financial years. The Company''s funding
requirements are met through short term and long term
facilities from banks.

The Company''s adjusted net debt to equity ratio as at
year end were as follows:

The Management of the Company reviews the capital structure of the Company on regular basis. As part of this
review, the management of the Company considers risk associated with the movement in the working capital.

40 ADDITIONAL REGULATORY INFORMATION REQUIRED BY SCHEDULE III

(i) The Company does not have any Benami
property, where any proceeding has been initiated or
pending against the Company for holding any Benami
property.

(ii) The Company does not have any transactions
with company struck-off under section 248 of the

Companies Act, 2013 or section 560 of Companies
Act, 1956.

(iii) The Company does not have any charges or
satisfaction which is yet to be registered with ROC
beyond the statutory period.

(iv) The Company has not traded or invested in
Crypto currency or Virtual Currency during the financial
year.

(v) The Company has not advanced or loaned or
invested funds to any other person(s) or entity(ies),
including foreign entities (Intermediaries) with the
understanding that the Intermediary shall:

(v)(a) directly or indirectly lend or invest in other
persons or entities identified in any manner whatsoever
by or on behalf of the company (Ultimate Beneficiaries)
or

(v) (b) provide any guarantee, security or the like to or
on behalf of the Ultimate Beneficiaries

(vi) The Company has not received any fund from
any person(s) or entity(ies), including foreign entities
(Funding Party) with the understanding (whether
recorded in writing or otherwise) that the Company
shall:

(vi)(a) directly or indirectly lend or invest in other
persons or entities identified in any manner whatsoever
by or on behalf of the Funding Party (Ultimate
Beneficiaries) or

(vi) (b) provide any guarantee, security or the like on
behalf of the Ultimate Beneficiaries,

(vii) The Company have not any such transaction
which is not recorded in the books of accounts that has
been surrendered or disclosed as income during the
year in the tax assessments under the Income Tax Act,
1961 (such as, search or survey or any other relevant
provisions of the Income Tax Act, 1961.

(viii) The Company has not revalued its property,
plant and equipment (including right-of-use assets) or
intangible assets or both during the current or previous
year.

(ix) The Company has not entered into any scheme
of arrangement which has an accounting impact on
current or previous financial year.

(x) The Company has complied with the number of
layers prescribed under clause (87) of section 2 of the
Act read with the Companies (Restriction on number of
Layers) Rules, 2017.

41 ASSETS CLASSIFIED AS HELD FOR SALE & LIABILITIES ASSOCIATED WITH ASSETS HELD FOR
SALE :

The Company holds an investment in "PARBULKERS II
AS", a company incorporated in Norway. The said
entity is a Special Purpose Vehicle (SPV) established
with the specific objective. Being a project-specific

entity, it does not have an indefinite life and is intended
to be wound up upon the fulfilment of the purpose for
which it was incorporated . The Company''s investment
in said entity has been made in tranches, as under:

During the FY 2025-26, the said entity divested its
assets and remitted the first tranche of the sale proceeds
to the Company, which has accordingly been
recognized under "Liabilities directly associated with
assets classified as held for sale." The balance
consideration is expected to be received in the
forthcoming months, upon receipt of which the

transaction shall be recognized as a Sale of Investment.
Pending such receipt, the investment continues to be
classified as an "Asset held for sale." The investment has
been measured at Net Realisable Value, and the
resultant loss has been recognised in Other
Comprehensive Income.