Jet Freight Logistics Limited — Proxy Solicitation & Information Statement 2022

Feb 18, 2022

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Jet Freight Logistics Limited

An NSE & BSE Listed Company ISO 9001:2015 Certified CIN: L63090 MH 2006 PLC 161114 IATA No.: 14/3-4781 www.jetfreight.co

JFLL/CS/NSE/2021-2022/42

Date: 18.02.2022

To,

Listing Department, National Stock Exchange of India Limited, Exchange Plaza, Bandra Kurla Complex, Bandra East, Mumbai-400051. NSE Trading Symbol: JETFREIGHT

Listing Operations Department, BSE Limited,

P.J. Towers, Dalal Street, Mumbai – 400 001. BSE Scrip Code: 543420

ISIN: INE982V01017

Subject: Submission of Notice of Postal Ballot.

Dear Sir/ Madam,

Further to our communication having Ref No. JFLL/CS/NSE/2021-2022/37 dated February 14, 2022, we wish to inform you that pursuant to Section 108 and 110 of the Companies Act, 2013 and applicable rules and pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has on Friday, February 18, 2022, completed dispatch of postal ballot notice and sent in the electronic mode only to those members whose names appear in the Register of Members/List of Beneficial Owners received from Registrar and Transfer Agents (RTA) as on February 15, 2022 (cut-off date).

In terms of General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, General Circular No. 10/2021 dated June 23, 2021 & General Circular No. 20/2021 dated December 8, 2021, issued by the Ministry of Corporate Affairs, Government of India (" MCA Circulars ") and pursuant to other applicable laws and regulations, the Company is sending this Notice in electronic form only. Accordingly, a physical copy of the Notice along with the Postal Ballot Form and pre-paid business reply envelope are not being sent to the Members for this Postal Ballot.

The Members whose email addresses are not registered with the Company/Depositories, to receive the postal ballot notice may register on or before 5:00 p.m. (IST) on Sunday, March 20, 2022, by clicking the link https://bigshareonline.com/InvestorRegistration.aspx and completing the registration process as guided therein.

REGD. OFFICE: C-706, Pramukh Plaza, Cardinal Gracious Road, Opp. Holy Family Church, Chakala, Andheri East, Mumbai - 400 099. Tel.: +91 22 6104 3700

Hotline No : 9614926926 Email : info@jetfreight.co Website : www.jetfreight.co

BRANCHES: Mumbai | Delhi | Bengaluru | Chennai | Hyderabad | Kolkata | Cochin | Ahmedabad | Thiruvananthapuram | Calicut | Lucknow | A WOS in Dubai & Netherland

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Jet Freight Logistics Limited

An NSE & BSE Listed Company ISO 9001:2015 Certified CIN: L63090 MH 2006 PLC 161114 IATA No.: 14/3-4781 www.jetfreight.co

Copy of the Postal Ballot Notice dated February 14, 2022 dispatched to the members of the Company, for seeking their approval by way of E-voting are hereby attached for your record. The said Notice will also be displayed on the website of the Company at www.jetfreight.co Kindly take it on your records.

Yours faithfully, For Jet Freight Logistics Limited

Shraddha Digitally signed by Shraddha Prakash Mehta Prakash Mehta Date: 2022.02.18 14:48:28 +05'30'

Shraddha Mehta Company Secretary & Compliance Officer

REGD. OFFICE: C-706, Pramukh Plaza, Cardinal Gracious Road, Opp. Holy Family Church, Chakala, Andheri East, Mumbai - 400 099. Tel.: +91 22 6104 3700

Hotline No : 9614926926 Email : info@jetfreight.co Website : www.jetfreight.co

BRANCHES: Mumbai | Delhi | Bengaluru | Chennai | Hyderabad | Kolkata | Cochin | Ahmedabad | Thiruvananthapuram | Calicut | Lucknow | A WOS in Dubai & Netherland

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JET FREIGHT LOGISTICS LIMITED

CIN: L63090MH2006PLC161114

Regd. Office: C/706, Pramukh Plaza, Opp. Holy Family Church, Chakala, Andheri East, Mumbai-400099. Ph: +91-22-61043700 Email: ir@jetfreight.co Website: www.jetfreight.co

Notice of Postal Ballot

[Pursuant to Section 110 of the Companies Act, 2013, read with Rule 22 of the Companies (Management and Administration Rules, 2014)].

Dear Members,

Notice is hereby given to the Members of Jet Freight Logistics Limited (the “Company”), pursuant to Section 108 and 110 of the Companies Act, 2013 ("Act") and other applicable provisions, if any, of the Act read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 ("Rules") including any statutory modification(s), amendment(s), or reenactment(s) thereof, for the time being in force, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ('SEBI Listing Regulations'), Secretarial Standard on General Meetings (SS-2) read with General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No. 22/2020 dated June 15, 2020, General Circular No. 33/2020 dated September 28, 2020 and General Circular No. 39/2020 dated December 31, 2020 and General Circular No. 10/2021 dated June 23, 2021 and General Circular No. 20/2021 dated December 8, 2021 issued by the Ministry of Corporate Affairs ("MCA Circulars") in relation to the extension of the framework provided in the aforementioned circulars up to June 30, 2022 for seeking consent of members by way of Ordinary/Special Resolution for the business appended below through postal ballot only through remote e-voting ("Postal Ballot/E-voting'').

The Explanatory Statement pertaining to the resolution proposed in this notice setting out all material facts and reasons thereof in terms of Section 110 read with Section 102 of the Companies Act, 2013 is annexed herewith for your consideration.

The Board of Directors of the Company has appointed Ms. Jigyasa Ved (Membership No. FCS 6488 and CP No. 6018) or failing her, Ms. Sarvari Shah (Membership No. FCS 9697 and CP No. 11717) of Parikh & Associates, Practicing Company Secretaries as the Scrutinizer for conducting the postal ballot process in a fair and transparent manner.

The company has engaged the services of CDSL (Central Depository Services (India) Limited) to provide an e-Voting facility. The instructions for e-Voting are annexed to this notice. In terms of the MCA Circulars, no physical ballot form is being dispatched by the Company and the communication of assent or dissent of the Members would take place only through the remote e-voting system.

Upon completion of the scrutiny of Postal Ballot/E-voting data, the Scrutinizer will submit her report to the Chairman or any other person authorized by him. The results of the postal ballot would be announced by the Chairman or any other person authorized by him on or before March 22, 2022. The aforesaid result would be displayed at the registered office of the Company, intimated to the National Stock Exchange of India Limited (NSE) & BSE Limited where the shares of the Company are listed and displayed along with the Scrutinizer’s report on the Company’s website www.jetfreight.co and website of CDSL at www.evotingindia.com

You are requested to carefully read the instructions in this Notice and record your assent (FOR) or dissent (AGAINST) through the remote e-voting process not later than 5.00 p.m. on March 20, 2022. The assent or dissent received after such date and time shall be treated as if a reply from the Member has not been received.

SPECIAL BUSINESS:

Item No. 1 – Sub-division of every 1 (one) Equity Share of the nominal/face value of Rs. 10/- each into 2 (two) Equity Shares of the nominal/face value of Rs. 5/- each.

To consider, and, if thought fit, to pass the following resolution as an Ordinary Resolution:

“ RESOLVED THAT , pursuant to the provisions of Section 61(1)(d) read with Section 64 and other applicable provisions, if any, of the Companies Act, 2013 and Rules framed there under (including any statutory modifications or re-enactment(s) thereof, for the time being in force), read with the applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, and other applicable laws, rules and regulations for the time being in force, if any and prescribed by any relevant authorities from time to time, to the extent applicable and in accordance with the provisions of the Memorandum and Articles of Association of the Company and subject to such approvals, consents, permissions and sanctions, if any, required from any competent authority and as approved by the Board of Directors of the Company, approval of the shareholders of the Company be and is hereby accorded to sub-divide the equity shares of the Company such that each equity share having nominal/face value of Rs. 10/- (Rupees Ten Only) be sub-divided into 2 (Two) Equity Shares having nominal/face value of Rs. 5/- (Rupees Five Only) each.

RESOLVED FURTHER THAT , pursuant to the Sub-division of equity shares of the Company, all the Authorized, Issued, Subscribed and Paid-up Equity Shares of the nominal value of Rs. 10/(Rupees Ten Only) each existing on the Record Date to be fixed by the Board of Directors of the Company (which shall include Management Committee thereof), shall stand sub-divided into equity shares of the nominal value of Rs. 5/- (Rupees Five Only) each, and shall rank pari-passu in all respects with each other and carry the same rights as to the existing fully paid-up equity share of Rs. 10/- (Rupees Ten Only) each of the Company as given below:

Particulars	Pre-Split/ Sub-Division of Equity Shares	Pre-Split/ Sub-Division of Equity Shares	Pre-Split/ Sub-Division of Equity Shares	Post-Split/ Sub-Division of Equity Shares	Post-Split/ Sub-Division of Equity Shares	Post-Split/ Sub-Division of Equity Shares
	No. of Shares	Face Value (in Rs.)	Total (in Rs.)	No. of Shares	Face Value (in Rs.)	Total (in Rs.)
Authorized Share Capital	2,50,00,000	10	25,00,00,000	5,00,00,000	5	25,00,00,000
Paid up Share Capital	1,16,00,946	10	11,60,09,460	2,32,01,892	5	11,60,09,460
Subscribed Share Capital	1,16,00,946	10	11,60,09,460	2,32,01,892	5	11,60,09,460

RESOLVED FURTHER THAT , upon sub-division of the equity shares as aforesaid, the number of sub-divided Equity Shares is credited to the respective beneficiary accounts of the shareholders with the Depository Participants, in lieu of the existing credits representing the Equity Shares before subdivision.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution and for removal of any doubts or difficulties, the Board or any Committee thereof be and is hereby authorized to do, perform and execute all such acts, deeds, matters and things and to give from time to time such directions as may be necessary, expedient, usual or proper and to settle any question or doubts that may arise in this regard at any stage at the time of sub-division of shares, including but not limited to fixing record date, without requiring the Board or any Committee thereof to secure any further consent or approval of the members of the Company to that end and intent that they shall be deemed

to have given their approval thereto and for matters connected herewith or incidental hereto expressly by the authority of this resolution, or as the Board or any Committee thereof in its absolute discretion may think fit and its decision shall be final and binding on all members and other interested persons and further to do all acts connected herewith or incidental hereto including but not limited to delegation of their powers to such person or persons as may be deemed expedient and the members hereby ratify and adopt all such decision, action, etc. as had been taken or undertaken by the Board or any Committee thereof in this regard.

RESOLVED FURTHER THAT , Mr. Richard Francis Theknath, Chairman & Managing Director or Mr. Dax Francis, Theknath, Whole-Time Director of the Company be and are hereby severally authorized to (a) delegate execution and filing of necessary applications, declarations and other documents with stock exchanges, depositories, Registrar and Transfer Agents and/or any other statutory authority(ies), if any; (b) settle any question or difficulty that may arise with regard to the sub-division of the Shares as aforesaid or for any matters connected herewith or incidental hereto; and (c) do all such acts, deeds, things, including all other matters incidental thereto in order to implement the foregoing resolutions.”

Item No. 2 – Alteration of Capital Clause of Memorandum of Association of the Company.

To consider, and, if thought fit, to pass the following resolution as a Special Resolution:

“ RESOLVED THAT pursuant to the Section 13, Section 61 of the Companies Act, 2013 and other applicable provisions, if any, of the Companies Act, 2013 (including any amendment or re-enactment thereof for the time being in force), and the rules framed thereunder and subject to such approval(s), consent(s), permission(s) and sanction(s) as may be necessary from the concerned authorities or bodies, if any, the existing Clause V of the Memorandum of Association of the Company be substituted with the following new clause V:

V. ‘The Authorized Share Capital of the Company is Rs. 25,00,00,000/- (Rupees Twenty-Five Crores Only) divided into 5,00,00,000 (Five Crore) equity shares of Rs. 5/- (Rupees Five) each .

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby severally authorized to sign and file all papers, documents and Forms with the Registrar of Companies, Mumbai, to take all such steps and actions for the purposes of making all such filings and registrations as may be required in relation to the aforesaid amendment to the Memorandum of Association and to do all acts and deeds to implement the above resolution in this regard.”

By order of the Board of Directors,

Shraddha Mehta CS & Compliance Officer

Mumbai, February 14, 2022 Registered office: C/706, Pramukh Plaza, Opp. Holy Family Church, Chakala, Andheri East, Mumbai-400099. CIN: L63090MH2006PLC161114 Tel: +91-22-61043700 E-mail: ir@jetfreight.co ; website: www.jetfreight.co

Notes:

1. An Explanatory Statement pursuant to Section 102 read with Section 110 of the Act, setting out the material facts and reasons for the proposed Resolution above, is annexed hereto for your consideration.

2. In compliance of the MCA Circulars, the Postal Ballot Notice is being sent to the Members whose names appear in the Register of Members / List of Beneficial Owners as received from National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”) as on the Fifteenth day of February 2022. The voting rights shall also be reckoned on the paid-up value of shares registered in the name(s) of the Member(s) as on the said date.

3. In terms of the MCA Circulars, the Postal Ballot Notice is being sent only by email to those members who have registered their email addresses with their depository participants or with the Company's Registrar & Share Transfer Agent. The Members whose email ids are not registered with the Company or Depository Participant(s) as on the Cut-off Date are requested to register their e-mail Ids by sending an e-mail to Registrar and Transfer Agent of the Company, i.e., Bigshare Services Private Limited at ujata@bigshareonline.com or to the Company at ir@jetfreight.co with name of registered shareholder(s), folio number(s)/DP Id/Client Id and no. of Equity Shares held from the email address they wish to register to enable them to exercise their vote on special business as set out in the Postal Ballot Notice through remote e-voting facility provided by CDSL.

4. A Member cannot exercise his/her/ its vote by proxy on E-Voting.

5. The Scrutinizer will submit her report to the Chairman of the Company or any other person authorised by him, after the completion of scrutiny, and the result of the voting by Postal Ballot will be announced by the Chairman or any person authorised by him, on or before March 22, 2022. The results along with the report of the Scrutinizer shall be displayed on the Company’s website: www.jetfreight.co; website of CDSL at www.evotingindia.com and shall also be communicated to NSE, where the shares of the Company are listed.

6. This Postal Ballot Notice is also placed on the website of the Company.

7. In compliance with the provisions of Sections 108, 110 and other applicable provisions of the Act, read with (i) Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014, as amended; and (ii) Regulation 44 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, read with the MCA Circulars, the Company is offering only e-Voting facility to all the Members of the Company and the business may be transacted through electronic voting system. The Company has engaged the services of CDSL for facilitating e-Voting to enable the Members to cast their votes electronically.

8. The e-Voting period shall commence on February 19, 2022, at 9:00 a.m. (IST) and end on March 20, 2022, at 5:00 p.m. (IST). The e-Voting will be blocked by CDSL thereafter. During this period, Members of the Company as on the cut-off date, i.e. February 15, 2022, may cast their vote electronically.

9. Once the vote on the Resolution is cast by the Members, the Members shall not be allowed to change it subsequently.

10. The Resolutions, if passed by the requisite majority, will be deemed to have been passed on the last date of e-voting i.e. March 20, 2022.

11. All the documents referred to in this notice and in the explanatory statement shall be available electronically for inspection by the Members. Members seeking to inspect such documents can send an e-mail to ir@jetfreight.co.

12. PROCESS FOR REGISTERING E-MAIL ADDRESS:

One-time registration of e-mail address with RTA for receiving this Postal Ballot Notice and cast votes electronically:

The Company has made special arrangements with RTA for registration of e-mail address of those Members who wish to receive this Postal Ballot Notice and cast votes electronically. Eligible Members whose e-mail addresses are not registered with the Company/DPs are required to provide the same to RTA on or before 5.00 p.m. (IST) on March 20, 2022.

The process to be followed for a one-time registration of e-mail address is as follows:

• Visit the link: https://bigshareonline.com/InvestorRegistration.aspx

• Enter the DP ID & Client ID, PAN details, and Name.

• Enter your e-mail address and mobile number.

• The system will then ask for you to generate the OTP

• Once the OTP is entered, the system will confirm the e-mail address on successful verification.

• Your complete details are registered with the Company.

13. The instructions for Members for e-Voting are as under:

The Company has made arrangements with Central Depository Services (India) Limited (‘CDSL’) for facilitating e-Voting for the Postal Ballot process. The instructions to Members for voting electronically are as under:

Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of the SEBI Listing Regulations (as amended), Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India, and the MCA Circulars and in terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 09, 2020, in relation to e-Voting Facility provided by Listed Entities, the Company is pleased to provide the facility of remote e-voting to its Members in respect of the business to be transacted through the Postal Ballot. For this purpose, the Company has entered into an agreement with CDSL for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a Member using a remote e-voting system will be provided by CDSL.

• (i) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 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 the e-Voting facility.

Pursuant to abovesaid 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
shareholders
1) Users who have opted for CDSL Easi / Easiest facility, can login
Individual through their existing user id and password. Option will be made
Shareholders available to reach e-Voting page without any further authentication.
holding securities The URL for users to login to Easi / Easiest are
in Demat mode https://web.cdslindia.com/myeasi/home/login or visit
with CDSL www.cdslindia.com and click on Login icon and select New System
Myeasi.
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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/KARVY/LINKINTIME,
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/EasiRegistration
4) Alternatively, the user can directly access e-Voting page by providing
Demat Account Number and PAN No. from a e-Voting link available
on www.cdslindia.com home page or click on
https://evoting.cdslindia.com/Evoting/EvotingLogin. 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
evoting is in progress and also able to directly access the system of all
e-Voting Service Providers.
1) If you are already registered for NSDL IDeAS facility, please visit the
Individual e-Services website of NSDL. Open web browser by typing the
Shareholders following URL: https://eservices.nsdl.com either on a Personal
holding securities Computer or on a mobile. Once the home page of e-Services is
in demat mode launched, click on the “Beneficial Owner” icon under “Login” which
with NSDL is available under ‘IDeAS’ section. A new screen will open. You will
have to enter your User ID and Password. After successful
authentication, you will be able to see e-Voting services. Click on
“Access to e-Voting” under e-Voting services and you will be able to
see e-Voting page. Click on company name or e-Voting service
provider name and you will be re-directed to e-Voting service
provider website for casting your vote during the remote e-Voting
period.
2) If the user is not registered for IDeAS e-Services, option to register is
available at https://eservices.nsdl.com. Select “Register Online for
IDeAS “Portal or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3) Visit the e-Voting website of NSDL. Open web browser by typing the
following URL: https://www.evoting.nsdl.com/ either on a Personal
Computer or on a mobile. Once the home page of e-Voting system is
launched, click on the icon “Login” which is available under
‘Shareholder/Member’ section. A new screen will open. You will
have to enter your User ID (i.e. your sixteen digit demat account
number hold with NSDL), Password/OTP and a Verification Code as
shown on the screen. After successful authentication, you will be
redirected to NSDL Depository site wherein you can see e-Voting
page. Click on company name or e-Voting service provider name and
you will be redirected to e-Voting service provider website for casting
your vote during the remote e-Voting period.
Individual You can also login using the login credentials of your demat account
Shareholders through your Depository Participant registered with NSDL/CDSL for e-
(holding securities Voting facility. After Successful login, you will be able to see e-Voting
in demat mode) option. Once you click on e-Voting option, you will be redirected to
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login through their NSDL/CDSL Depository site after successful authentication, wherein Depository you can see e-Voting feature. Click on company name or e-Voting service Participants provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.

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 and NSDL

**Login type **			Helpdesk details
Individual securities in	Shareholders holding Demat mode withCDSL		Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.comor contact at 022- 23058738 and 22-23058542-43.
Individual	Shareholders	holding	Members facing any technical issue in login
securities in	Demat mode withNSDL		can contact NSDL helpdesk by sending a
			request atevoting@nsdl.co.in or call at toll
			free no.: 1800 1020 990 and 1800 22 44 30

• (ii) Login method for e-Voting for shareholders other than individual shareholders holding in Demat form & physical shareholders.

• 1) The shareholders should log on to the e-voting website www.evotingindia.com.

• 2) Click on “Shareholders” module.

• 3) 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. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

• 4) Next enter the Image Verification as displayed and Click on Login.

• 5) 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.

• 6) If you are a first-time user follow the steps given below:

	For Shareholders holding shares in Demat Form other than individuals and Physical Form
PAN	Enter your 10digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)  Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Bank Details	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.

OR Date  of Birth (DOB)

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).

• (iii) After entering these details appropriately, click on “SUBMIT” tab.

• (iv) Shareholders 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.

• (v) For shareholders holding shares in physical form, the details can be used only for e- voting on the resolutions contained in this Notice.

• (vi) Click on the EVSN for the relevant on which you choose to vote.

• (vii) 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.

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

• (ix) 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.

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

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

• (xii) 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.

• (xiii) 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 in the “Corporates” module.

• 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 ir@jetfreight.co, if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

14. PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

1. 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 (self-attested scanned copy of Aadhar Card) by email to Company/RTA email id .

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

3. 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.

If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at 022- 23058738 and 02223058542/43.

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

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) and 110 OF THE COMPANIES ACT, 2013:

Item No 1:

Equity shares of the Company are listed and are being traded on The National Stock Exchange of India Ltd (NSE) and BSE Limited (BSE). In order to improve the liquidity of the Company’s share and to make it more affordable for small investors as also to broaden the small investors base, the Board of Directors of the Company, at its meeting held on 14[th] February, 2022 has recommended to sub-divide (split) the nominal/face value of each Equity Share having a present face value Rs. 10/(Rupees Ten Only) each into 2 (Two) Equity Shares of face value Rs. 5/- (Rupees Five Only) each, subject to the approval of the Members. Article 15 of the Articles of Association of the Company permits sub-division of shares, subject to the approval of Members.

Upon approval of the shareholders for sub-division of equity shares, the sub-divided equity shares will be directly credited to the shareholder’s demat account on the record date in lieu of their existing equity shares.

Accordingly, the Board recommends passing of the Resolution set out in Item No. 1 of the accompanying Notice as to an Ordinary Resolution.

Pursuant to Section 102 of Companies Act, 2013, the Board of Directors of the Company do and hereby confirm that none of its Directors, Key Managerial Personnel and relatives thereof are interested, financially or otherwise, in the aforesaid resolution, except to the extent of their respective shareholding, if any, in the Company.

Item No 2:

The proposed Sub-division of the 1 (One) equity share of the face value of Rs. 10/- (Rupees Ten only) each into 2 (Two) equity shares of the face value of Rs. 5/- (Rupees Five Only) each requires amendment in the capital clause of the Memorandum of Association of the Company.

Accordingly, Clause V of the Memorandum of Association of the Company is proposed to be amended as set out in Agenda Item No. 2 of the accompanying Notice reflecting the corresponding changes in the Authorized Share Capital of the Company, consequent to the proposed sub-division of shares from Rs 25,00,00,000/-(Rupees Twenty-Five Crores Only) divided into 2,50,00,000 Equity Shares of Rs. 10/- (Rupees Ten Only) each to Rs. 25,00,00,000/-(Rupees Twenty-Five Crores Only) divided into 5,00,00,000 Equity Shares of Rs. 5/- (Rupees Five Only) each.

Accordingly, the Board recommends passing of the Resolution set out in Item No. 2 of the accompanying Notice as a Special Resolution.

Pursuant to Section 102 of Companies Act, 2013, the Board of Directors of the Company do and hereby confirm that none of its Directors, Key Managerial Personnel and relatives thereof are interested, financially or otherwise, in the aforesaid resolution.

A copy of the Memorandum and Articles of Association of the Company and any other documents referred to in this notice and in the explanatory statement shall be available electronically for inspection by the Members. Members seeking to inspect such documents can send an e-mail to ir@jetfreight.co.

By order of the Board of Directors

Shraddha Mehta CS & Compliance Officer

Mumbai, February 14, 2022

Registered office:

C/706, Pramukh Plaza, Opp. Holy Family Church, Chakala, Andheri East, Mumbai-400099. CIN: L63090MH2006PLC161114 Tel: +91-22-61043700 E-mail: ir@jetfreight.co; website: www.jetfreight.co