FLOMIC GLOBAL LOGISTICS LIMITED — Proxy Solicitation & Information Statement 2023

Mar 31, 2023

Date: 31[st ] March, 2023

To, Department of Corporate Services BSE Limited, PhirozeJeejeebhoy Towers, Dalal Street, Mumbai - 400 001

Reference: Flomic Global Logistics Limited (504380)

Sub: Notice of Extra- Ordinary General Meeting to be held on Tuesday, 25[th] April, 2023.

Dear Sir,

Pursuant to Regulation 30 read with Para A of Part A of Schedule III and Regulation 34 (1) to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 ("Listing Regulations"), please find enclosed herewith the Notice of Extra- Ordinary General Meeting("EGM") of the Company is scheduled to be held on Tuesday, 25[th] April, 2023 at Tunga International Hotel Tribune 2, 6[th] Floor, B-11, MIDC Central Road Andheri East, Behind MIDC Post Office Mumbai-400093 At 04:00 P.M.

The Notice of the EGM is enclosed herewith which is being dispatched whose email id is not registered and also sent to the shareholders of the company on their registered email id and is also made available on the website of the Company viz.: http:// www.flomicgroup.com/

We further wish to inform that pursuant to Section 91 of the Companies Act, 2013 and Regulations 42 of the Listing Regulations, the Register of Members and the Share Transfer Books of the Company will remain closed for the purpose of ExtraOrdinary General Meeting from Tuesday, 18[th] April, 2023 to Tuesday, 25[th] April, 2023 (both days inclusive).

Kindly take the same on your record and acknowledge the receipt.

Thanking You,

Yours Faithfully,

FOR FLOMIC GLOBAL LOGISTICS LIMITED

RAVIKUMAR Digitally signed by RAVIKUMAR VENKATRAMALU BOGHAM VENKATRAMALU BOGHAM Date: 2023.03.31 14:05:56 +05'30'

RAVIKUMAR VENKATRAMULOO BOGAM COMPANY SECRETARY CUM COMPLIANCE OFFICER

PAN: ALNPB2396Q

NOTICE

NOTICE IS HEREBY GIVEN THAT THE EXTRA- ORDINARY GENERAL MEETING OF THE MEMBERS OF FLOMIC GLOBAL LOGISTICS LIMITEDWILL BE HELD ON TUESDAY, 25[TH] APRIL, 2023 AT TUNGA INTERNATIONAL HOTEL TRIBUNE 2, 6TH FLOOR, B-11, MIDC CENTRAL ROAD ANDHERI EAST, BEHIND MIDC POST OFFICE MUMBAI-400093 AT 04:00 P.M. TO TRANSACT THE FOLLOWING BUSINESSES:

SPECIAL BUSINESS:

1. REGULARIZE APPOINTMENT OF MR. ALAN LANCY BARBOZA AS EXECUTIVE DIRECTOR:

To Consider and if thought fit, to pass, with or without modification(s) the following resolution as an ORDINARY RESOLUTION:

“RESOLVED THAT pursuant to the provisions of Sections 152, 161 and other applicable provisions of the Companies Act, 2013 read with Schedule IV to the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the consent of the Members of the Company be and is hereby accorded to regularize the appointment of Mr. Alan Lancy Barboza (holding DIN 06981560), who was appointed as an Additional Director with effect from 13[th] February, 2023 on the Board of the Company, be and is hereby appointed as an Executive Director of the Company;

FURTHER RESOLVED THAT any one Director of the Company be and is hereby authorised to file the necessary forms and take suitable action for implementation of the above said decision of the Members."

2. REGULARIZE APPOINTMENT OF MR. RAJENDRAPRASAD BHAGIRTHI TIWARI AS NON-EXECUTIVE INDEPENDENT DIRECTOR:

To Consider and if thought fit, to pass, with or without modification(s) the following resolution as an ORDINARY RESOLUTION:

“RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions of the Companies Act, 2013 read with Schedule IV to the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment

thereof for the time being in force) and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the consent of the Members of the Company be and is hereby accorded to regularize the appointment of Mr. Rajendraprasad Bhagirthi Tiwari (holding DIN 10042158), who was appointed as an Additional Director with effect from 13[th] February, 2023 on the Board of the Company, be and is hereby appointed as an Non Executive Independent Director of the Company whose term shall not be subject to retirement by rotation, to hold office for 5 (Five) consecutive years for a term up to the conclusion of Annual General Meeting of the Company in the calendar year 2027;

FURTHER RESOLVED THAT any one Director of the Company be and is hereby authorized to file the necessary forms and take suitable action for implementation of the above said decision of the Members."

3. APPROVAL FOR RELATED PARTY TRANSACTIONS:

To consider and, if thought fit, to pass, with or without modification, the following resolution as a SPECIAL RESOLUTION:

“RESOLVED THAT pursuant to the provisions of Sections 188 of the Companies Act, 2013 (“Act”) and other applicable provisions, if any, read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, as amended till date, Regulation 23(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and the Company’s policy on Related Party transaction(s), approval of Shareholders be and is hereby accorded to the Board of Directors of the Company to enter into contract(s)/ arrangement(s)/ transaction(s) with a related party within the meaning of Section 2(76) of the Act and Regulation 2(1)(zb) of the Listing Regulations, for any contract(s)/ arrangement(s)/ transaction(s) on such terms and conditions as the Board of Directors may deem fit for an amount not exceeding the limits as specified under the Act, provided that the said contract(s)/ arrangement(s)/ transaction(s) so carried out shall be at arm’s length basis and in the ordinary course of business of the Company during the Financial Year 2023-24;

Sr. No.	Name of Related Party	Nature of Relationship	Transaction Amount in Rs.	Nature of Transactions
01.	International Freight System Company Private Limited	Enterprise in which Key Managerial Person or their relative have significance influence	INR 15 Crore	Purchase of Services

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02. International Freight Enterprise in which INR 2 Crore Sales of
System Key Managerial Services
Company Private Person or their
Limited relative have
significance
influence
03. Lancy Barboza Enterprise in which INR 12 Lakhs Royalties
Family Trust Key Managerial Expenses
Person or their
relative have
significance
influence
04. Lancy Barboza Key Managerial INR 60 Lakhs Rent Paid Per
Person Annum
05. Anita Barboza Key Managerial INR 24 Lakhs Rent Paid Per
Person Annum
06. Anita Barboza Key Managerial INR 60 Lakhs Remuneration
Person Per Annum
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RESOLVED FURTHER THAT any one Director of the Company be and are hereby severally authorized to delegate all or any of the powers conferred on it by or under this resolution to any Committee of Directors of the Company and to do all acts and take such steps as may be considered necessary or expedient to give effect to the aforesaid resolution.”

By The Order Of The Board Of Directors For Flomic Global Logistics Limited

Sd/-

Date: 28[th] March, 2023 Place: Mumbai

Ravikumar Venkatramuloo Bogam Company Secretary Cum Compliance Officer

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013:

The following is the Explanatory Statement as required by Section 102 of the Companies Act, 2013, sets out all material facts relating to Special Business mentioned in the Notice for convening the Extra-Ordinary General Meeting of the members of the Company:

ITEM NO 01:

The Board of Directors of the Company had appointed Mr. Alan Lancy Barboza (DIN 06981560) as an Additional Director of the Company with effect from 13[th] February, 2023. The Company has received notice under Section 160 of the Companies Act, 2013 from Mr. Alan Lancy Barboza signifying his candidature as an as Director of the Company.

The Details required under Regulations 26(4) and 36(3) of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard -2 is annexed as Annexure to the Notice.

The Board commends the Ordinary Resolution set out at Item No. 01 for approval of the Members.

None of the Directors or Key Managerial Personnel and their relatives, except Mr. Alan Lancy Barboza, are concerned or interested (financially or otherwise) in this Resolution.

ITEM NO 02:

The Board of Directors of the Company had appointed Mr. Rajendraprasad Bhagirthi Tiwari (DIN 10042158) as an Additional Director of the Company with effect from 13[th ] February, 2023. The Company has received notice under Section 160 of the Companies Act, 2013 from Mr. Rajendraprasad Bhagirthi Tiwari signifying his candidature as Non-Executive Independent Director of the Company.

The Company has received a declaration of independence from Mr. Rajendraprasad Bhagirthi Tiwari. In the opinion of the Board, Mr. Rajendraprasad Bhagirthi Tiwari fulfills the conditions specified in the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for appointment as Non-Executive Independent Director of the Company.

The Details required under Regulations 26(4) and 36(3) of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard -2 is annexed as Annexure to the Notice.

The Board commends the Ordinary Resolution set out at Item No. 02 for approval of the Members.

None of the Directors or Key Managerial Personnel and their relatives, except Mr. Rajendraprasad Bhagirathi Tiwari, are concerned or interested (financially or otherwise) in this Resolution.

ITEM NO 03:

Section 188 of the Companies Act, 2013 read with rules 15 and 16 of Companies (Meetings of Board and its Powers) Rules, 2014 prescribe certain procedure for approval of related party transactions. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), has also prescribed seeking of shareholders’ approval for material related party transactions. The proviso to section 188 also states that nothing in section 188(1) will apply to any transaction entered into by the company in its ordinary course of business and at arm’s length basis.

All the proposed transactions put up for approval are in ordinary course of business and at arm’s length. Pursuant to the provisions of Listing Regulations, the following transactions are material in nature and require the approval of the unrelated shareholders of the Company by a special resolution. The other related information as envisaged under Companies (Meetings of Board and its Powers) Rules, 2014 and amendments there to, and the Company’s Related Party Transaction Policy are furnished hereunder:

Sr. No.	Name of Related Party	Nature of Relationship	Transaction Amount in Rs.	Nature of Transactions
01.	International Freight System Company Private Limited	Enterprise in which Key Managerial Person or their relative have significance influence	INR 15 Crore	Purchase of Services
02.	International Freight System Company Private Limited	Enterprise in which Key Managerial Person or their relative have significance influence	INR 2 Crore	Sales of Services
03.	Lancy Barboza Family Trust	Enterprise in which Key Managerial Person or their relative have significance influence	INR 12 Lakhs	Royalties Expenses

04.	Lancy Barboza	Key Managerial Person	INR 60 Lakhs	Rent Paid Per Annum
05.	Anita Barboza	Key Managerial Person	INR 24 Lakhs	Rent Paid Per Annum
06.	Anita Barboza	Key Managerial Person	INR 60 Lakhs	Remuneration Per Annum

The Audit Committee at its meeting held on 28[th] March, 2023 has given omnibus approval for the above transactions to be undertaken during the Financial Year 202324 and recommended by the Board of Directors to the unrelated shareholders of the Company for their approval.

The entities / persons that are directly / indirectly related parties of the Company shall abstain from voting on resolution wherein approval of material Related Party Transactions is sought from the shareholders. Accordingly, all related parties of the Company, including the Directors and Key Managerial Personnel of the Company will not vote on this resolution.

The Board commends the Special Resolution set out at Item No. 03 for approval of the Members.

None of the Directors or Key Managerial Personnel and their relatives, except Mr. Alan Barboza, Mrs. Anita Barboza and Mr. Lancy Barboza are concerned or interested (financially or otherwise) in this Resolution.

NOTES:

1) A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTEINSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. PROXIES IN ORDER TO BE EFFECTIVE, SHOULD BE DULY STAMPED, COMPLETED, SIGNED AND MUST BE RECEIVED AT THE REGISTERED OFFICE OF THE COMPANY, NOT LATER THAN 48 HOURS BEFORE THE TIME FIXED FOR COMMENCEMENT OF THE MEETING.

2) A PERSON CAN ACT AS PROXY ON BEHALF OF MEMBERS NOT EXCEEDING 50 AND HOLDING IN THE AGGREGATE NOT MORE THAN 10% OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS. HOWEVER A MEMBER HOLDING MORE THAN 10% OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS MAY APPOINT A SINGLE PERSON AS PROXY AND SUCH PERSON SHALL NOT ACT AS PROXY FOR ANY OTHER SHAREHOLDER.

3) Corporate Members intending to send their authorized representatives to attend and vote at the meeting pursuant to section 113 of the Companies Act, 2013 are requested to send a certified copy of the board resolution authorizing their representatives to attend and vote on their behalf at the meeting.

4) An Explanatory Statement pursuant to Section 102(1) of the Companies act, 2013, relating to the Business as set out at item nos. 1 to 4 of the EGM Notice, to be transacted at the Meeting is annexed hereto.

5) Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the EGM. For this purpose, the Company has entered into an agreement with Central Depository Services Limited (CDSL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system will be provided by CDSL. The facility for voting through ballot paper shall be made available at the EGM and the members attending the meeting who have not cast their vote by remote e-voting shall be able to exercise their right at the meeting through ballot paper. The members who have cast their vote by remote e-voting prior to the EGM may also attend the EGM but shall not be entitled to cast their vote again.

6) In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the EGM has been uploaded on the website of the Company at www.flomicgroup.com. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited at www.bseindia.com and the EGM Notice is also available on the website of CDSL(agency for providing the Remote e-Voting facility) i.e. www.evoting.cdsl.com. The Notice of EGM is being sent by electronic mode to all the shareholders dated Saturday, 01[st] April, 2023 whose E-mail addresses are registered with the Company or Depository Participants (DP).

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING ARE AS UNDER:-

The remote e-voting period begins on Saturday, 22[nd] April, 2023 at 09:00 A.M. and ends on Monday, 24[th] April, 2023 at 05:00 P.M. The remote e-voting module shall be disabled by CDSL for voting thereafter. The Members, whose names appear in the Register of Members /Beneficial Owners as on the record date (cut-off date) i.e. Tuesday, 18[th] April, 2023, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being Tuesday, 18[th] April, 2023.

How do I vote electronically using CDSL e-Voting system?

The way to vote electronically on CDSL e-Voting system consists of “Two Steps” which are mentioned below:

Step 1: Access to CDSL e-Voting system

A) Login method for e-Voting for Individual shareholders holding securities in demat mode In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility. Login method for Individual shareholders holding securities in demat mode is given below:

1. THE INSTRUCTIONS FOR SHAREHOLDRES FOR REMOTE VOTING ARE AS UNDER:

• I. The voting period begins on Saturday, 22[nd ] April, 2023 at 9.00 A.M. and ends on Monday, 24[th] March, 2023 at 5.00 P.M. During this period shareholders’ of the Company, holding shares either in physical form or in Dematerialized form, as on the cut-off date i.e. Tuesday, 18[th]

April, 2023, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

• II. Shareholders who have already voted prior to the meeting date would not be entitled to vote during the meeting.

• III. Pursuant to SEBI Circular No. SEBI/HO/CFD/ CMD/CIR/P/2020/242 dated 09[th] December, 2020, under Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the Demat account holders, by way of a single login credential, through their Demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

Step 1: Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in Demat mode.

• IV. In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09[th] December, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in Demat mode are allowed to vote through their Demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their Demat accounts in order to access e-Voting facility.

• Pursuant to above said SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode is given below:

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TYPE OF LOGIN METHOD
SHAREHOLDER
Individual 1) Users who have opted for CDSL Easi / Easiest facility, can
Shareholders login through their existing user id and password.
holding Option will be made available to reach e-Voting page
securities in without any further authentication. The URL for users to
Demat mode login to Easi / Easiest are
with CDSL https://web.cdslindia.com/myeasi/home/login Or
www.cdslindia.com and click on Login icon and select
New System Myeasi.
2) After successful login the Easi / Easiest user will be able to
see the e-Voting option for eligible companies where the
evoting is in progress as per the information provided by
Company. On clicking the evoting option, the user will be
able to see e-Voting page of the e-Voting service provider
for casting your vote during the remote e-Voting period or
joining virtual meeting & voting during the meeting.
Additionally, there is also links provided to access the
system of all e-Voting Service Providers i.e.
CDSL/NSDL/Adroit Corporate Services Private Limited,
so that the user can visit the e-Voting service providers’
website directly.
3) If the user is not registered for Easi/Easiest, option to
register is available at
https://web.cdslindia.com/myeasi/Registration/EasiRegi
stration
4) Alternatively, the user can directly access e-Voting page by
providing Demat Account Number and PAN No. from an
e-Voting link available on www.cdslindia.com home page.
The system will authenticate the user by sending OTP on
registered Mobile & Email as recorded in the Demat
Account. After successful authentication, user will be able
to see the e-Voting option where the e-voting is in progress
and also able to directly access the system of all e-Voting
Service Providers.
Individual You can also login using the login credentials of your Demat
Shareholders account through your Depository Participant registered with
(holding CDSL for e-Voting facility. After successful login, you will be able
securities in to see e-Voting option. Once you click on e-Voting option, you
Demat mode) will be redirected to CDSL Depository site after successful
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login through their Depository Participants	authentication, wherein you can see e-Voting feature. Click on Company name or e-Voting service provider name and you will be redirected to e-Voting service provider’s website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Important Note: Members who are unable to retrieve User Id/ Password are advised to use Forget User Id and Forget Password option available at abovementioned website. Helpdesk for Individual Shareholders holding Securities in Demat mode for any technical issues related to login through Depository i.e. CDSL.

LOGIN TYPE		HELPDESK DETAILS
Individual Shareholders holding securities in Demat mode with CDSL		Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or call toll free no. 1800 22 55 33.

Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in Demat mode.

• i. Login method for e-Voting and joining virtual meeting for shareholders other than individual shareholders holding shares in Demat form and shareholders holding shares in physical form.

• The shareholders should log on to the e-Voting website www.evotingindia.com

• Click on Shareholders.

• Now enter your User ID

  • a. For CDSL: 16 digits beneficiary ID,

  • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

1. Next enter the Image Verification as displayed and Click on Login.

2. If you are holding shares in Demat form and had logged on to www.evotingindia.com and voted on an earlier e-Voting of any Company, then your existing password is to be used.

3. If you are a first-time user follow the steps given below:

For Physical shareholders and other than individual shareholders holding shares in Demat.	For Physical shareholders and other than individual shareholders holding shares in Demat.
PAN	Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both Demat shareholders as well as physical shareholders) Members who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number indicated in the PAN field.
Dividend Bank Details OR Date of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your Demat account or in the Company records in order to login. If both the details are not recorded with the depository or Company, please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction(V).

ii. After entering these details appropriately, click on “SUBMIT” tab.

iii. Members holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in Demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the Demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-Voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• iv. For Members holding shares in physical form, the details can be used only for e-Voting on the resolutions contained in this Notice.

• v. Click on the EVSN of the Company – Flomic Global Logistics Limited on which you choose to vote.

• vi. On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• vii. Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• viii. After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

• ix. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• x. You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page

• xi. If a Demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

• xii. There is also an optional provision to upload Board Resolution/Power of Attorney if any uploaded, which will be made available to scrutinizer for verification.

• xiii. Shareholders can also cast their vote using CDSL’s mobile app m-Voting. The m-Voting app can be downloaded from Google Play Store. Apple and Windows phone users can download the app from the App Store and the Windows Phone Store respectively. Please follow the instructions as prompted by the mobile app while voting on your mobile.

• xiv. Facility for Non – Individual Shareholders and Custodians – Remote Voting:

  • Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves as Corporate.

  • A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

  • After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

  • The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

  • A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; hardik@hdandassociates.com and cs@flomicgroup.com, if they have voted from individual tab & not uploaded same in the CDSL e-Voting system for the scrutinizer to verify the same.

  • If you have any queries or issues regarding attending EGM& e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at 02223058738 and 022-23058542/43.

  • All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr.

Manager, (CDSL,) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call on 022-23058542/43.

2. INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE EGM E- VOTING DURING MEETING ARE AS UNDER :

1. The procedure for attending meeting & e-Voting on the day of the EGM is same as the instructions mentioned above for remote e-voting.

2. Only those Members/ shareholders, who will be present in the EGM have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e- Voting system available in the EGM.

3. If any Votes are cast by the members through the e-voting available during the EGM and if the same members have not participated in the meeting then the votes cast by such members shall be considered invalid as the facility of e-voting during the meeting is available only to the members participating in the meeting.

4. Members who have voted through Remote e-Voting will be eligible to attend the EGM. However, they will not be eligible to vote at the EGM.

5. i. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self- attested scanned copy of PAN card), AADHAR (selfattested scanned copy of Aadhar Card) by email to Company/RTA email id.

6. ii. For Demat shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP).

7. iii. For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

3. The results declared along with the Scrutinizer’s Report shall be placed on the Company’s website http://www.flomicgroup.com and on the website of CDSL i.e. www.cdslindia.com within two days of the passing of the Resolutions at the Extra- Ordinary General Meeting of the Company and shall also be communicated to the Stock Exchanges where the shares of the Company are listed.

4. INSTRUCTIONS FOR THOSE SHAREHOLDERS WHO WISH TO ATTEND MEETING PHYSICALLY:

  - A member entitled to attend and vote at the meeting is entitled to appoint a proxy /proxies to attend and vote instead of himself / herself and such a proxy / proxies so appointed need not be a member of the Company. the form of proxy duly completed should, however, be deposited at the registered office of the applicant company not less than 48 hours before the time fixed for the aforesaid meeting.

  - As per Section 105 of the Companies Act, 2013 and rules made thereunder, a person can act as proxy on behalf of members not exceeding 50 and holding in aggregate not more than 10% of the total share capital of the Applicant Company carrying voting rights. Further, a member holding more than 10% of the total share capital of the Applicant Company carrying voting rights may appoint a single person as proxy and such person shall not act as proxy for any other person or shareholder.

  - All alterations made in the Form of Proxy should be initialed.

  - During the period beginning 24 (twenty four) hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting, a shareholder would be entitled to inspect the proxies lodged at any time during the business hours of the Applicant Company.

  - The Notice is being sent to all the Equity Shareholders, whose names appear in the records of the Company as on 18[th] April, 2023. However a cutoff date for determining shareholders eligible for voting is 18[th] April, 2023. The members who are not shareholders as on 18[th] April, 2023 are not eligible to vote and can treat this notice for information purpose only.

  - The Notice convening the meeting will be published through advertisement in Free Press Journal in the English language and translation thereof in Navshakti in the Marathi language (both Mumbai Editions).

• The quorum of the meeting of the equity shareholders of the Applicant Company shall be 30 Equity Shareholders of the Applicant Company, present in person.

• Only registered Equity Shareholders of the Applicant Company may attend and vote (either in person or by proxy) at the General Meeting.

• Registered Equity Shareholders who hold shares in Dematerialized form are requested to bring their Client ID and DP ID for easy identification of the attendance at the meeting.

• Registered Equity Shareholders are informed that in case of joint holders attending the meeting, joint holder whose name stands first in the Register of Members and in his / her absence by the next named member of the Applicant Company in respect of such joint holding will be entitled to vote.

• The Company has appointed HD And Associates Practicing Company Secretaries, Mumbai as Scrutinizer for conducting the voting process in a fair and transparent manner

• A person whose name is recorded in the register of members or in the register of members maintained by the Company as on the cutoff date of 18[th] April, 2023 shall be entitled to vote at the Meeting.

• Foreign Institutional Investors (FIIs) who are registered Equity Shareholder(s) of the Applicant Company would be required to deposit certified copies of Custodial resolutions/Power of Attorney, as the case may be, authorizing the individuals named therein, to attend and vote at the meeting on its behalf. These documents must be deposited at the Registered Office of the Applicant Company not later than 48 hours before the meeting.

• The Notice will be displayed on the website of the Company http://www.flomicgroup.com

5. Contact Details:

Company

:

Flomic Global Logistics Limited

205, Enterprise Centre, Off Nehru Road, Beside Orchid Hotel, Vile Parle (East) Mumbai 400099, Maharashtra, India

Registrar And Adroit Corporate Services Pvt. Ltd, Share Transfer 17/18/19/20 Jaferbhoy Ind Estate, 1st floor, Makwana Agent Road, Marol, Andheri (E),Mumbai400059, : Maharashtra, , India Tel: 022-28594060 / 6060/42270400 Email id: info@adroitcorporate.com Website: https://www.adroitcorporate.com / E-Voting : Central Depository Services (India) Ltd. Agency E-mail : helpdesk.evoting@cdslindia.com Scrutinizer : Mr. Hardik Darji, Practicing Company Secretary Email : hardik@hdandassociates.com

By The Order Of The Board Of Directors For Flomic Global Logistics Limited

Sd/-

Date: 28[th] March, 2023 Place: Mumbai

Ravikumar Venkatramuloo Bogam Company Secretary Cum Compliance Officer

FORM NO. MGT- 11 PROXY FORM

[Pursuant to Section 105 (6) of the Companies Act, 2013 and rule 19 (3) of the Companies (Management and Administration) Rules, 2014]

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CIN L51900MH1981PLC024340
Name of the Company Flomic Global Logistics Limited
Registered office 205, Enterprise Centre, Off Nehru Road,
Beside Orchid Hotel, Vile Parle (East)
Mumbai 400099
Name of the
Member
Registered
Address
E-mail Id
Folio
No./Client Id
DPID
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I/We, being the member(s)of ................ shares of the above-named company, hereby appoint

1. Name: Address:

Email id:

Signature……………………………., or failing him

1. Name: Address; Email id: Signature……………………………., or failing him

2. Name: Address; Email id: Signature…………………………….

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Extra- Ordinary General Meeting of the Company, to be held on the Tuesday, 25[th] April, 2023 at 04.00 P.M. at Tunga International Hotel Tribune 2, 6th Floor, B-11,

MIDC Central Road Andheri East, Behind MIDC Post Office Mumbai- 400093, Maharashtra, India and at any adjournment thereof in respect of such resolutions as are indicated below:

MIDC Central Road Andheri East, Behind MIDC Post Office Mumbai- 400093, Maharashtra, India and at any adjournment thereof in respect of such resolutions as are indicated below:	MIDC Central Road Andheri East, Behind MIDC Post Office Mumbai- 400093, Maharashtra, India and at any adjournment thereof in respect of such resolutions as are indicated below:
Resolution No. Resolution
Ordinary Resolutions:
1	Regularise the appointment of Mr. Alan Lancy Barboza as Executive Director
2	Regularise the appointment of Mr. Rajendraprasad Bhagirathi Tiwari as Non-Executive Independent Director
Special Resolutions:
3	Approval For Related Party Transactions
Signed this………….… day of ........................ 2023 Signature of shareholder Signature of Proxy holder(s) Affix Revenue Stamp of Re.1

Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

ANNEXURE A

Brief Profile / Disclosure Relating to Directors Re-appointed pursuant to Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards on General Meetings:

I. Mr. Alan Lancy Barboza:

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DIN & Date of Birth 06981560 – 14/08/1996
Qualification Graduation
Experience in specific area Mr. Alan Lancy Barboza has more than 4 years of
experience in management of Business
Directorship in other Nil
Companies
Committee positions held in Nil
other Companies
No. of shares held in the Nil
Company
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II. Mr. Rajendraprasad Bhagirthi Tiwari:

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DIN & Date of Birth 10042158 – 05/01/1956
Qualification Graduation
Experience in specific area Mr. Rajendraprasad Bhagirthi Tiwari, 67 years
Old, is a graduate and worked for 30 years as an
Air India Purchase Officer in the Account
Department.
Directorship in other Nil
Companies
Committee positions held in Nil
other Companies
No. of shares held in the Nil
Company
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