Om Freight Forwarders Limited — Proxy Solicitation & Information Statement 2026

May 19, 2026

OM FREIGHT

FORWARDERS LIMITED.

AN AEO-ISO CERTIFIED COMPANY

DELIVERING VALUE

Date: May 19, 2026

National Stock Exchange of India Limited,
Exchange Plaza, C-1, Block G
Bandra Kurla Complex Bandra (E)
Mumbai – 400 051

Ref. NSE Symbol: OMFREIGHT

BSE Limited
Phiroze Jeejeebhoy Towers
Dalal Street, Mumbai – 400 001

Ref. BSE Scrip Code: 544564

Subject: Intimation pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 - Postal Ballot Notice

Dear Sir / Madam,

Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), please find enclosed the Postal Ballot Notice dated May 13, 2026 along with the Explanatory Statement, which is being sent to the Members of Om Freight Forwarders Limited (“the Company”) whose names appear in the Register of Members / Beneficial Owners as on May 15, 2026, being the cut-off date, seeking their approval for the special business(es) as set out therein.

The details of resolutions proposed to be passed are as follows:

Sr. No.	Particulars	Type of Resolution
1	Approval for the reappointment of Mr. Rahul J Joshi as Chairman & Managing Director of The Company and payment of remuneration to him.	Special Resolution
2	Appointment of Mr. Keval M. Shah (DIN 07649694) as (Non-Executive & Independent Director) of the Company	Special Resolution

The Board of Directors of the Company has appointed Mr. Nitin R Joshi, Practicing Company Secretaries, as the Scrutinizer to conduct the postal ballot through remote e-voting process in a fair and transparent manner.

In compliance of statutory provisions, the electronic copies of Postal Ballot Notice, along with explanatory statement and E-Voting instructions is being sent by the Company through E-mail, on Tuesday, 19th May, 2026 to all those members whose e-mail IDs are registered with the Company/Depositories and whose names appear in the register of members/ register of beneficial owners as on the Cut-off date.

Further, a physical copy of the Notice along with an explanatory statement and Postal ballot form has not been sent to the members for this Postal ballot. Hence, the members are required to communicate their assent/dissent only through remote e-voting system.

OM FREIGHT FORWARDERS LIMITED.
(Formerly known as Om Freight Forwarders Private Limited)

Registered Office:
101-A Wing, Jayant Apt, Opp. Sahar Air Cargo Complex, Andheri (E), Mumbai - 400 099.
Maharashtra, INDIA. ☎ 022 2681 70 19 / 022 2681 73 13

Corporate Office :
707 - 713, Corporate Center, Nirmal Lifestyle, L.B.S Marg, Mulund (W),
Mumbai - 400 080. Maharashtra, INDIA. ☎ 022 680 99999 (100 LINES)

WWW.OMFREIGHT.COM
INFO@OMFREIGHT.COM
CIN: L43299MH1995PLC089620

TATA
[QR Code]

MTO
[QR Code]

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OM FREIGHT

FORWARDERS LIMITED.

AN AEO-ISO CERTIFIED COMPANY

DELIVERING VALUE

The Company has engaged the services of National Securities Depository Limited (NDSL) to provide remote e-voting facility to its members. The remote e-voting period shall commence at 09:00 AM (IST) on Friday 22nd May 2026, and end at 05:00 PM (IST) on Saturday, 20th June 2026. The remote e-voting module will be disabled thereafter by NSDL. Remote e-voting beyond the said date and time shall not be allowed and votes cast thereafter shall be treated as invalid. Once the vote on a resolution is cast by a Member, they shall not be allowed to change it subsequently to cast the vote again. The detailed procedure/instructions for e-voting are specified in the Notes to the Postal Ballot Notice of the Company.

The results of the Postal Ballot, along with Scrutinizer's Report, will be declared within the statutory timelines by placing the same on the website of the Company i.e., https://omfreight.com/ and e-voting agency www.evoting.nsdl.com. Further the results shall also be communicated to the Stock exchanges i.e BSE Limited ('BSE') and the National Stock Exchange of India Limited ('NSE') simultaneously.

Kindly take the same on your records.

Thanking you,

Sincerely,

For Om Freight Forwarders Limited

(Formerly known as Om Freight Forwarders Private Limited)

HARMESH RAHUL JOSHI

Digitally signed by HARMESH RAHUL JOSHI
Date: 2026.05.19 19:54:49 +05'30'

Harmesh Rahul Joshi
Executive Director
DIN: 00123583

OM FREIGHT FORWARDERS LIMITED.

(Formerly known as Om Freight Forwarders Private Limited)

Registered Office:
101-A Wing, Jayant Apt, Opp. Sahar Air Cargo Complex, Andheri (E), Mumbai - 400 099.
Maharashtra, INDIA. ☎ 022 2681 70 19 / 022 2681 73 13

Corporate Office :
707 - 713, Corporate Center, Nirmal Lifestyle, L.B.S Marg, Mulund (W),
Mumbai - 400 080. Maharashtra, INDIA. ☎ 022 680 99999 (100 LINES)

WWW.OMFREIGHT.COM

INFO@OMFREIGHT.COM

CIN: L43299MH1995PLC089620

TATA

IAS

ISO 9001

MTO

OMS

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OM FREIGHT FORWARDERS LIMITED.

NOTICE OF POSTAL BALLOT

[Pursuant to Section 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, each as amended]

VOTING STARTS ON	VOTING ENDS ON
Friday 22nd May 2026 at 9:00 a.m. (IST)	Saturday, 20th June 2026 at 5:00 p.m. (IST)

Dear Member(s),

Notice is hereby given that pursuant to Section 110 read with Section 108 of the Companies Act, 2013 ("the Act"), read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 ("Rules") and other applicable provisions of the Act and the Rules (including any statutory modifications or re-enactment thereof for the time being in force and as amended from time to time) read with the General Circular Nos. 14/2020 dated 8th April 2020, 17/2020 dated 13th April 2020, and subsequent circulars issued in this regard, the latest being 03/2025 dated 22nd September 2025 and other relevant circulars and notifications issued by the Ministry of Corporate Affairs (hereinafter collectively referred to as "the MCA Circulars"), Secretarial Standard on General Meetings issued by The Institute of Company Secretaries of India ("SS-2"), Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated 3rd October 2024 issued by the Securities and Exchange Board of India ("SEBI") and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), read with all other applicable provisions under the said Regulations and the Circulars, Notifications and Rules issued thereunder by SEBI (including any statutory modifications or re-enactment thereof for the time being in force and as amended from time to time), to transact the special businesses as set out hereunder by passing Special Resolutions, by way of postal ballot, only by voting through electronic means (remote e-voting).

In compliance with the MCA Circulars and pursuant to other applicable laws and Regulations, this Postal Ballot Notice ("Notice") is being sent only in electronic form to those Members whose e-mail addresses are registered with Depositories / Depository Participants / Registrar and Share Transfer Agent of the Company as on 15th May, 2026 ("Cut-off date") and the communication of assent / dissent of the Members will take place through the e-voting system. Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope are not being sent to the Members. The instructions for remote e-voting are appended to this Notice. Pursuant to Sections 102 and 110 of the Act, the Explanatory Statement pertaining to the said Resolutions setting out the material facts and the reasons thereof is annexed to this Notice.

In accordance with the provisions of the MCA Circulars, and other applicable laws and regulations, Members can vote only through the remote e-voting process. Accordingly, the Company is pleased to offer remote e-voting facility to all its Members to cast their votes electronically. Members are requested to read the instructions in the Notes forming part of this Notice to cast their vote electronically through the remote e-voting process which commences from Friday 22nd May 2026 at 9:00 a.m. (IST) and concludes on Saturday, 20th June 2026 at 5:00

OM FREIGHT FORWARDERS LIMITED.

Registered Office:

101-A Wing, Jayant Apt, Opp. Sahar Air Cargo Complex, Andheri (E), Mumbai - 400 099.

Maharashtra, INDIA. 022 2681 70 19 / 022 2681 73 13

Corporate Office :

707 - 713, Corporate Center, Nirmal Lifestyle, L.B.S Marg, Mulund (W), Mumbai - 400 080. Maharashtra, INDIA. 022 680 99999 (100 LINES)

WWW.OMFREIGHT.COM

INFO@OMFREIGHT.COM

CIN: L43299MH1995PLC089620

IATA

IATA

CERTIFIED

MEMBER

MTO

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p.m. (IST). The remote e-voting will be disabled by NSDL thereafter.

The Scrutinizer will submit the report to the Chairman of the Company, or the Company Secretary, authorised by the Chairman in writing, upon completion of the scrutiny of the votes cast through remote e-voting. The results of the Postal Ballot will be announced by the Chairman of the Company or by the Company Secretary, authorised by the Chairman in writing on or before Tuesday, 23th June 2026.

The said results along with the Scrutinizer's Report would be intimated to BSE and NSE, where the Equity Shares of the Company are listed as per the regulatory requirements. The results will also be uploaded on the Company's website at https://omfreight.com/ and on the website of NSDL at http://www.evoting.nsdl.com/.

Members desiring to exercise their vote through the remote e-Voting process are requested to carefully read the instructions indicated in the 'Notes' section of this Notice and record their assent (FOR) or dissent (AGAINST) by following the procedure for casting of votes by remote e-Voting not later than 5:00 p.m. (IST) on 20th June 2026. The remote e-Voting facility will be disabled by NSDL immediately thereafter.

Summary of proposals placed for approval of the shareholders of the Company through this postal ballot are given below:

SR NO.	PARTICULARS	RESOLUTION TYPE
1.	Reappointment of Mr. Rahul J Joshi As Chairman & Managing Director of The Company and payment of remuneration to him.	Special
2.	Appointment of Mr. Keval M. Shah (DIN: 07649694) AS (Non-Executive & Independent Director) Of The Company.	Special

SPECIAL BUSINESS:

1. Approval for the reappointment of Mr. Rahul J Joshi As Chairman & Managing Director of The Company and payment of remuneration to him:

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

"RESOLVED THAT pursuant to the provisions of Sections 196 and 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), Regulation 17(6) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from

OM FREIGHT FORWARDERS LIMITED.

Registered Office:

101-A Wing, Jayant Apt, Opp. Sahar Air Cargo Complex, Andheri (E), Mumbai - 400 099.

Maharashtra, INDIA. 022 2681 70 19 / 022 2681 73 13

Corporate Office :

707 - 713, Corporate Center, Nirmal Lifestyle, L.B.S Marg, Mulund (W), Mumbai - 400 080. Maharashtra, INDIA. 022 680 99999 (100 LINES)

IATA

IATA

CERTIFIED

MEMBER

MTO

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OM FREIGHT FORWARDERS LIMITED.

AN AEO-ISO CERTIFIED COMPANY
DELIVERING VALUE

time to time (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) the Articles of Association of the Company and the Nomination & Remuneration Policy of the Company, and pursuant to the recommendation of the Nomination & Remuneration Committee, and approval of the Board of Directors (hereinafter referred to as the "Board" which term shall be deemed to include any Committee of the Board constituted to exercise its powers, including the powers conferred by this Resolution and/or such other persons as may be authorized in this regard by the Board and/or Committee), consent of the Members of the Company be and is hereby accorded for the re-appointment of Mr. Rahul Joshi (DIN: 00114172) as Chairman & Managing Director of the Company, for a period of five (5) years commencing from 1st April 2026 to 31st March 2031 on such terms and conditions, as detailed in the Explanatory Statement attached hereto.

RESOLVED FURTHER THAT pursuant to the provisions of Sections 196(4), 197, 198, Schedule V and all other applicable provisions, if any, of the Companies Act, 2013 (hereinafter referred to as "Act"), the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Regulation 17(6) and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "SEBI Listing Regulations") (including any amendment(s), statutory modification(s) or re-enactment(s) thereof for the time being in force) or any other applicable laws, rules, regulations etc., in accordance with relevant provisions of Articles of Association of the Company, subject to such approval, permission, consent, sanction as may be required and pursuant to the recommendation of Nomination and Remuneration Committee and approval of the Board of Directors of the Company (vide resolutions passed in their respective meetings), approval of the members of the Company, be and is hereby accorded, for payment of remuneration to Mr. Rahul Joshi (DIN: 00114172), Managing Director of the Company, for a term of three (3) financial years ("FY"), i.e. for FY 2026-27, FY 2027-28 and FY 2028-29, as detailed in the Explanatory Statement attached hereto, as a minimum remuneration where the Company has no profits or the profits of the Company are inadequate, notwithstanding that the aforesaid remuneration may be in excess of the limits specified under Section 197 and Schedule V of the Act;

RESOLVED FURTHER THAT the Board, be and is hereby authorised to alter, enhance or widen the scope of remuneration (including the fixed pay, variable pay/ commission and other benefits, if any) including periodical increase in his remuneration as may be permissible within the overall limits approved herein;

RESOLVED FURTHER THAT the terms of remuneration as set out in the Explanatory Statement of this Resolution shall be deemed to form part hereof and in the event of any inadequacy or absence of profits in any financial year or years, the aforementioned remuneration comprising salary, perquisites and other allowances, benefits approved herein be continued to be paid as minimum remuneration to the Managing Director, subject to such other approvals as may be necessary;

RESOLVED FURTHER THAT the Board of the Company, be and is hereby authorized to vary, alter and modify the terms and conditions of re-appointment of Mr. Rahul J Joshi, further the Board of the Company, be and are hereby authorized to do all such acts, deeds, and things, as it may, in their absolute discretion deem necessary, expedient or desirable, with power on behalf of the Company to settle all such questions, difficulties or doubts whatsoever that may arise while giving effect to this resolution, without requiring the Board to secure any further consent of approval of the members of the Company."

OM FREIGHT FORWARDERS LIMITED.

(Formerly known as Om Freight Forwarders Private Limited)

WWW.OMFREIGHT.COM
INFO@OMFREIGHT.COM
CIN : L43299MH1995PLC089620

TATA
ISO 9001
OMS
MTS

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1. Appointment of Mr. Keval M. Shah (DIN 07649694) as (Non-Executive & Independent Director) of the Company:

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

"RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, 161 and any other applicable provisions of the Companies Act, 2013 ("the Act") 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), as amended from time to time, read with Schedule IV to the Act and Regulation 17 and any other applicable Regulation(s) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and such other rules, regulations, circulars, directions and guidelines issued by the Securities and Exchange Board of India and Ministry of Corporate Affairs from time to time and in terms with the Articles of Association of the Company and on the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors of the Company, Mr. Keval M. Shah (DIN:07649694), who was appointed as an Additional Director (Non-Executive, Independent) of the Company, with effect from 13th May, 2026 and who has submitted a declaration that he meets the criteria for independence as provided in the Act and SEBI Listing Regulations, and who is eligible for appointment under the provisions of the Act and Rules made thereunder and SEBI Listing Regulations, in respect of whom the Company has received a notice in writing from the Director himself in terms of section 160(1) of the Act proposing his candidature for the office of Director and who has consented to act as an Independent Director of the Company be and is hereby appointed as a Director (Non-Executive, Independent) of the Company, not liable to retire by rotation, with effect from May 13, 2026 to hold office for a term of five consecutive years i.e. from May 13, 2026 till May 12, 2031.

RESOLVED FURTHER THAT the Board of Directors (which term shall, unless repugnant to the context or meaning thereof, be deemed to include a duly authorised 'Committee' thereof) be and are hereby authorised to do and perform all such acts, deeds, matters or things as may be considered necessary, appropriate, expedient or desirable to give effect to above resolution."

For Om Freight Forwarders Limited

Mr. Harmesh Rahul Joshi

Executive Director

DIN: 00123583

Date: 13-05-2026

Place: Mumbai

Maharashtra, INDIA. ☎ 022 2681 70 19 / 022 2681 73 13

707 - 713, Corporate Center, Nirmal Lifestyle, L.B.S Marg, Mulund (W),

Mumbai - 400 080. Maharashtra, INDIA. ☎ 022 680 99999 (100 LINES)

IATA

CERTIFIED

MEMBER

MTO

OMP

OM FREIGHT FORWARDERS LIMITED.

AN AEO-ISO CERTIFIED COMPANY
DELIVERING VALUE

NOTES:

1. The Explanatory Statement pursuant to Section 102 read with Section 110 of the Act read with Rules, along with details in terms of Regulation 36(3) of the SEBI LODR each as amended, setting out the material facts and necessary disclosures pertaining to the aforesaid Resolutions is annexed hereto and forms part of the Notice.

2. In compliance with the MCA Circulars and Rules made thereunder, this Notice is being sent electronically only to the Members whose names appear in the Register of Members/List of Beneficial Owners as received from NSDL and Central Depository Services Limited (CDSL) and whose e-mail addresses are registered and are available with the Company/the Company's Registrar and Transfer Agents viz. Bigshare Services Private Limited ("RTA"), Depositories as on Friday, 15th May 2026 ("Cut-Off date"). In accordance with the aforesaid MCA Circulars, physical copy of the Notice along with the Postal Ballot Form and pre-paid business reply envelope will not be sent to the Members for this Postal Ballot. The voting rights shall be reckoned on the paid-up value of shares registered in the name(s) of the Member(s) as on the Cut-Off date.

3. Only those Members whose names are appearing in the Register of Members/ List of Beneficial Owners as on the Cut-Off Date shall be eligible to cast their votes through postal ballot by remote e-Voting. A person who is not a member as on the Cut-Off Date should treat this Notice for information purposes only. It is however clarified that, all Members of the Company as on the Cut-Off Date (including those Members who may not have received this Notice due to non-registration of their e-mail addresses with the Company/ RTA/ Depositories/ Depository Participants) shall be entitled to vote in relation to the aforementioned Resolution(s) in accordance with the process specified in this Notice.

4. The remote e-voting shall commence on Friday 22nd May 2026 at 9:00 a.m. (IST) and concludes on Saturday, 20th June 2026 at 5:00 p.m. (IST). The remote e-voting module shall be disabled by NSDL thereafter and voting shall not be allowed beyond 05:00 p.m. (IST) on Saturday, 20th June 2026. Members are requested to cast their votes on or before the said date and time in order to consider the votes as valid. During this period, Members of the Company holding shares either in physical or electronic form, as on the Cut-Off date, i.e., Friday, 15th May 2026, shall be eligible to cast their vote electronically.

5. A copy of this Notice is also available on the website of the Company at https://omfreight.com/, the relevant section of the websites of the stock exchanges viz. BSE: www.bseindia.com and NSE: www.nseindia.com where the equity shares of the Company are listed and on the website of NSDL: www.evoting.nsdl.com.

6. In compliance with the MCA Circulars and the provisions of Sections 108 and 110 of the Act, read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014, other applicable provisions of the Act and the Rules and other applicable laws, Rules and Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force and as amended from time to time), the Members can cast their votes on the Resolutions listed out in the Notice through electronic voting i.e., remote e-voting only. The detailed procedure for remote e-voting is listed down in the e-voting section. The Company has engaged the services of NSDL for facilitating remote e-voting to enable the Members to cast their votes electronically.

7. Pursuant to the applicable provisions of the Act and Rules framed thereunder and the Listing Regulations, the Company can serve notices, annual reports and other communication through electronic mode to those Members who have registered their e-mail addresses either with the Depository Participant(s) or the Company. Members who have not registered their e-mail addresses with the Company can now register the

OM FREIGHT FORWARDERS LIMITED.
(Formerly known as Om Freight Forwarders Private Limited)

WWW.OMFREIGHT.COM
INFO@OMFREIGHT.COM
CIN: L43299MH1995PLC089620

IATA
IATA
COMMISSIONER
OMS
MTO
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same by sending an e-mail to the RTA on investor@bigshareonline.com Members holding shares in demat form are requested to register their e-mail addresses with their Depository Participant(s) only.

1. Once the vote on the Resolutions is cast by the Members, the Members shall not be allowed to change it subsequently.
2. The Resolutions as stated in the Notice, if approved by the Members with requisite majority shall be deemed to have been passed as on the last date for remote e-voting i.e. Saturday, 20th June 2026.
3. The Board of Directors has appointed Mr. Nitin Joshi (FCS No. 3137; CP No. 1884), Practicing Company Secretaries, as the Scrutinizer of the Company, for conducting the Postal Ballot only through the remote e-voting process and scrutinizing the votes cast therein, in a fair and transparent manner. The Scrutinizer has given the willingness/consent for engagement in the Postal Ballot exercise.
4. The Scrutinizer shall, consequent to the completion of the voting period, scrutinize the votes cast and submit the report to the Chairman of the Company and results in connection with the voting shall be declared by the Chairman or by the Company Secretary, authorised by the Chairman in writing, who will acknowledge the receipt of the same and declare the results of the e-voting not later than Tuesday, 23rd June 2026.
5. The results declared along with the Scrutinizer's Report shall also be made available on the website of the Company at https://omfreight.com/ and on the website of NSDL at http://www.evoting.nsdl.com/. The results shall also be communicated to the stock exchanges viz., BSE and NSE and the same shall be available on their respective websites. The results shall also be displayed on the notice board at the Registered Office of the Company.
6. Members desirous of inspecting the documents referred to in the Postal Ballot Notice or Explanatory Statement may send their requests to investors@omfreight.com from their registered e-mail addresses mentioning their name, DP ID & Client ID/Physical Folio Number during the business hours on all working days, until the last date of remote e-voting.
7. The vote in this Postal Ballot cannot be exercised through proxy.

WWW.OMFREIGHT.COM
INFO@OMFREIGHT.COM
CIN : L43299MH1995PLC089620

IATA
IATA
CERTIFIED
MANAGEMENT SYSTEM
MTO
OMS
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THE DETAILS OF THE PROCESS AND MANNER FOR REMOTE E-VOTING ARE EXPLAINED AS MENTIONED BELOW:

The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:

Step 1: Access to NSDL 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:

Type of shareholders	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. 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 i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.
2. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added 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 i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period.
3. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for

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IDeAS Portal" or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 4. 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 i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 5. Shareholders/Members can also download NSDL Mobile App "NSDL Speede" facility by scanning the QR code mentioned below for seamless voting experience. NSDL Mobile App is available on App Store Google Play

Individual Shareholders holding securities in demat mode with CDSL

Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password. 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. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers' website directly.

CERTIFIED

MANAGEMENT SYSTEM

ISO 9001:2008

BUREAU VERITAS

| Individual Shareholders holding securities in demat mode with CDSL | If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.
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. 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. |
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| Individual Shareholders (holding securities in demat mode) login through their depository participants | You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL 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. NSDL and CDSL.

Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.com or call at 022 - 4886 7000
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 contact at toll free no. 1800-21-09911

Maharashtra, INDIA. ☎ 022 2681 70 19 / 022 2681 73 13

707 - 713, Corporate Center, Nirmal Lifestyle, L.B.S Marg, Mulund (W), Mumbai - 400 080. Maharashtra, INDIA. ☎ 022 680 99999 (100 LINES)

CERTIFIED

MANAGEMENT SYSTEM

MITS

B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. 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.
2. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section.
3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

1. Your User ID details are given below:

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012.
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12 then your user ID is 12.
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001.

1. Password details for shareholders other than Individual shareholders are given below:

a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

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b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.

c) How to retrieve your 'initial password'?

(i) If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'.

(ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered

1. If you are unable to retrieve or have not received the "Initial password" or have forgotten your password:

e) Click on "Forgot User Details/Password?" (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
f) Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
g) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
h) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
2. Now, you will have to click on "Login" button.
3. After you click on the "Login" button, Home page of e-Voting will open.

Step 2: Cast your vote electronically on NSDL e-Voting system.

How to cast your vote electronically on NSDL e-Voting system?

1. After successful login at Step 1, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle.
2. Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period.
3. Now you are ready for e-Voting as the Voting page opens.
4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
5. Upon confirmation, the message "Vote cast successfully" will be displayed.

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1. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
2. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to n_r_joshi@yahoo.com with a copy marked to evoting@nsdl.com. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.
2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.
3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on: 022-4886 7000 or send a request to Ms. Pallavi Mhatre, Senior Manager – NSDL at evoting@nsdl.com

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

1. In case shares are held in physical mode please provide 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 investor@bigshareonline.com
2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to investor@bigshareonline.com. If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode.
3. Alternatively, shareholder/members may send a request to evoting@nsdl.com for procuring user id and password for e-voting by providing above mentioned documents.
4. 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.

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FORWARDERS LIMITED.

Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

1. All gri evances connected with the facility for voting by electronic means may be addressed to National Securities Depository Limited, 3rd Floor, Naman Chamber, Plot C-32, G-Block, Bandra Kurla Complex, Bandra East, Maharashtra - 400 051 or send an email to evoting@nsdl.com or call at no. 022 - 4886 7000

Thanking you,

Yours faithfully,

Mr. Harmesh Rahul Joshi

Executive Director

DIN: 00123583

Date: 13-05-2026

Place: Mumbai

707 - 713, Corporate Center, Nirmal Lifestyle, L.B.S Marg, Mulund (W),

Mumbai - 400 080. Maharashtra, INDIA. ☎ 022 680 99999 (100 LINES)

MINIMUM FREIGHT

EXPLANATORY STATEMENT

Pursuant to Sections 102 (1) and 110 of the Companies Act, 2013 (the "Act")

ITEM NO. 1

The following Explanatory Statement sets out all material facts relating to the businesses mentioned under Resolutions of the accompanying Notice along with the disclosures as required under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR") and the Secretarial Standards on General Meetings:

pursuant to the provisions of Sections 196, 197, 198 and 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), Regulation 17(6) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) the Articles of Association of the Company, and based on the recommendation of the nomination and remuneration committee, the board of directors at its meeting held on 13th February, 2026 had approved the reappointment of Mr. Rahul Jagannath Joshi (DIN: 001141721) as the Managing Director of the Company for a period of five years commencing from 1st April, 2026 till 31st March, 2031 (both days inclusive).

Brief Profile:

Mr. Rahul Joshi is a dynamic business leader and visionary entrepreneur who has played a pivotal role in transforming OM FREIGHT from a Customs Clearing Agency into a leading International Logistics Company with a strong global presence spanning over 700 locations worldwide. With decades of rich experience in logistics, international freight forwarding, project cargo handling, bonded trucking, transportation, bulk and break-bulk clearance, and allied sectors, he has been instrumental in driving the Company's sustained growth and operational excellence.

Under his strategic leadership and forward-looking vision, OM FREIGHT has significantly expanded its business operations, strengthened its international network, and established itself as a trusted and customer-centric logistics partner catering to diverse industries. His ability to identify emerging business opportunities, implement innovative solutions, and maintain high standards of compliance and service quality has enabled the Company to achieve consistent growth and industry recognition.

Mr. Rahul Joshi is neither disqualified from being appointed as a Director in terms of Section 164(2) of the Act nor debarred from holding the office of Director by virtue of any order by Securities Exchange Board of India or any other such authority, and has given all the necessary declarations and confirmation including his consent to be re-appointed as Managing Director of the Company.

Pursuant to the provisions of Section 196(4), 197, 198 and Schedule V of the Act relating to payment of managerial remuneration in case of absence of profits and/ or inadequacy of profits, the Company may pay remuneration over and above the ceiling limit as specified therein, provided the members' approval by way of a special resolution has been obtained for payment of minimum remuneration for a period not exceeding three (3)

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financial years, subject to compliance with disclosure requirements and other conditions stated therein. In view of the foregoing factors, the approval of the members of the Company is being sought for payment of remuneration to Mr. Rahul Joshi, for a term of three (3) financial years ("FY"), i.e. for FY 2026-27, FY 2027-28 and FY 2028-29, as may be permitted under applicable laws, in case of absence of profits and / or inadequacy of profits of the Company.

The details of the proposed salary, perquisites and allowances as approved by the Board at its meeting and based on the recommendation of Nomination and Remuneration Committee, to be paid to Mr. Rahul Joshi as Managing Director are as under:

Basis of determining the Salary:

The remuneration structure of Managing Director is driven by multiple factors, which primarily include performance, complexity, Experience, Expertise and so on.

A. Compensation:

Up to Rs. 5,00,00,000/- (Rupees Five Crores Only) per annum inclusive of salary, Perquisites, Benefits and Allowances Excluding Retirement Benefits.

B. Benefits, Perquisites, Allowances determined by the Board:

a) Housing: The expenditure incurred by the Company on hiring unfurnished accommodation subject to a Ceiling of sixty percent of the salary.

In case the accommodation is owned or taken on lease by the Company, the company shall deduct ten percent of the salary of the appointee.

b) Expenditure incurred by the company on Gas, Electricity, Water etc. will be valued as per Income Tax Rules, 1962.

c) Medical/Hospitalization Expenses Reimbursement of Expenses incurred for the appointee and the family in accordance with the rules of the company.

d) Leave Travel Concession: Leave Travel Concession for self and family in accordance with the rules of the company.

e) Club Fees: Fees of Clubs subject to maximum of two clubs, admission and life membership fees to be paid as per rules of the Company.

f) Personal Medical/ Accident Insurance etc.:
Coverage for Personal Medical/ Accident Insurance/ Keyman Insurance or any other coverage as per rules of the Company and annual premium for the same to be paid by the Company

Any other benefits, facilities, allowance and expenses as may be allowed under Company rules/schemes.

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Notes: For the purpose of perquisites stated herein above, family means spouse, dependent children and dependent parents of the appointee.

Perquisites shall be evaluated as per Income Tax Rule wherever applicable and in the absence of any such rule. Perquisites shall be evaluated at actual cost.

C. Retirement Benefits:

a) Company's Contribution towards Provident Fund, Super-annotation fund or Annuity Fund shall be as per the Rules of the Company and this amount shall not be included in the computation of the ceiling on perquisites to the extent these, either singly or put together, are not taxable under the Income Tax Act 1961.

b) Gratuity payable shall be in accordance with the rule of the company.

c) Earned Leave on full pay and allowances as per the rules of the Company, leave accumulated shall be cashable of Leave at the end of the tenure, if any, will not be included in the computation of the ceiling on perquisites.

D. Other Terms:

a) In the event of inadequacy or absence of profits in any financial year, he will be entitled to the payment of salary and perquisites, as set out under point (A) and (B) above, as minimum remuneration, notwithstanding the fact that it may exceed the limits prescribed under Section 196, 197 of the Companies Act, 2013.

Further, pursuant to the provisions of Sections 117(3), 197, Schedule V as applicable and other applicable provisions, if any, of the Companies Act, 2013, the said terms & conditions of appointment shall be placed for the approval of the members. The necessary information/disclosure in compliance with Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard (SS-2) issued by the Institute of Company Secretaries of India relating to Mr. Rahul J Joshi has been provided in a separate section of this Notice.

The terms as set out in the resolution and explanatory statement may be treated as an abstract of the terms of employment pursuant to Section 190 of the Act.

Further, the proposed resolution is also to be considered as approval of shareholders as prescribed under Regulation 17(6)(e) of SEBI Listing Regulations.

Therefore, the Board recommends the resolution as set out at Item No. 01 of this Notice in relation to the reappointment of Mr. Rahul J Joshi as Chairman and Managing Director and and payment of remuneration to him, for the approval by the members of the Company, by way of Special Resolution.

Mr. Harmesh Joshi and Mr. Kamesh Joshi, being related to Mr. Rahul Joshi, may be deemed to be interested in the Resolution set out at Item No. 1 of the Notice.

Save and except the above, none of the other Directors, Key Managerial Personnel of the Company, or their respective relatives are in any way concerned or interested, financially or otherwise, in the Resolution set out at Item No. 1 of the Notice.

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ITEM NO. 2

The Board of Directors on the recommendation of its Nomination and Remuneration Committee appointed Mr. Keval M. Shah (DIN: 07649694) as an Additional Director in the category of Non-Executive Independent Director of the company, with effect from May 13th, 2026, who shall hold office till the date next Annual general meeting, under section 161 of the Companies Act, 2013("the Act") read with the relevant Rules made thereunder and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). As per the terms of SEBI Listing Regulations, a listed entity shall ensure approval of the shareholders for appointment of a person on the Board of Directors at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier. Accordingly, the appointment of Mr. Keval M. Shah (DIN: 07649694) as a Independent Director requires approval of members of the Company.

The Company has received notice under Section 160 of the Act, from Mr. Keval M. Shah in writing, proposing his candidature for appointment as an Independent Director. The Company has received consent from Mr. Keval M. Shah to act as Director and a declaration confirming that he meets the criteria of Independence provided in Section 149(6) of the Act, and the Rules made thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. In terms of Regulation 25(8) of the SEBI Listing Regulations, Mr. Keval M. Shah has confirmed that he is not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his ability to discharge his duties with an objective independent judgment and without any external influence. Mr. Keval M. Shah has also confirmed that he is not debarred from holding the office as a Director of the Company by virtue of any SEBI order or any other such authority pursuant to circular issued by BSE Limited and the National Stock Exchange of India Limited pertaining to enforcement of SEBI Orders regarding appointment of directors by the listed companies. Mr. Keval M. Shah is not disqualified from being appointed as a Director and has submitted declaration in Form DIR-8 in terms of Section 164 of the Act read with the Companies (Appointment & Qualification of Directors) Rules, 2014. Mr. Keval M. Shah has also confirmed that he follows Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014 with respect to registration with data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

In the opinion of the Board, Mr. Keval M. Shah fulfils the conditions specified in the Companies Act, 2013 and Rules, made there under and SEBI (LODR), 2015, for his appointment as an Independent Director of the Company and he is independent of the management of the Company. Based on the recommendation of the Nomination and Remuneration Committee, given his vast knowledge, background and experience, the Board of Directors is of the view that it would be in the interest of the company to appoint him as an Independent Director for a period of Five Years with effect from 13th May 2026.

Accordingly, it is proposed to Mr. Keval M. Shah as an Independent Director of the Company, who shall not be liable to retire by rotation.

The copy of the terms and conditions of appointment of the Independent Directors is available for inspection of the members on the website of the Company at https://omfreight.com/.

In compliance with the provisions of section 149 read with schedule IV of the Act, Regulation 17 of the listing Regulations and other applicable provisions of the Act and listing regulations, the appointment of Mr. Keval M. Shah as an Independent Director is now placed for the approval of the members by a special resolution as set out at item no. 2 of the accompanying notice

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The information as required under the Regulation 36 of Listing Regulations and Secretarial Standard on General Meetings (SS-2) on General Meetings, of Mr. Keval M. Shah is provided in Annexure II of the Postal Ballot Notice.

Therefore, the Board recommends the resolution as set out at Item No. 02 of this Notice in relation to the appointment of Mr. Keval M. Shah as Independent Director of the company, for the approval by the members of the Company, by way of Special Resolution.

None of the Director(s)/key managerial personnel of the Company or their relatives except Mr. Keval M. Shah and his relatives, are concerned or interested financially or otherwise in the resolution.

By Order of the Board of Directors

Date:13-05-2026

Place:Mumbai

QM FREIGHT

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ANNEXURE - 1

THE STATEMENT CONTAINING ADDITIONAL INFORMATION PURSUANT TO SCHEDULE V OF THE COMPANIES ACT, 2013:

I. GENERAL INFORMATION

SR. No.	Particulars/Subject	Information
1	Nature of industry	Freight and Forwarders
2	Date or expected date of commencement of commercial Production	The Company was incorporated on 16th June 1995 and started its operations thereafter.
3	In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus	N. A
4	Financial performance based on given indicators	In the Financial Year 2024-25, the Company made a turnover of Rs. 491 Crores (including other income) and Profit of Rs. 22 Crores after tax for the year ended 31st March, 2025.
5	Foreign Investments or collaborators, if any.	No such investment or collaboration except minor shareholding by Foreign Institutions and NRI

II. INFORMATION ABOUT THE APPOINTEE

1.	Background Details	Refer brief profile section in the explanatory Statement
2	Past remuneration	Upto Rs. 5,00,00,000/- (Rupees Five Crores Only) per annum inclusive of salary, Perquisites, Benefits and Allowances
3	Recognition or awards	Mr. Rahul J Joshi has received various recognition and awards, such as
Kutch Shakti National Award 2018
Saraswat Ratna Award in 2019
Mulund Ratna Award 2023

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4	Job profile and his suitability	Refer brief profile section in the explanatory Statement
5	Remuneration proposed	Up to Rs. 5,00,00,000/- (Rupees Five Crores Only) per annum inclusive of salary, Perquisites, Benefits and Allowances
6	Comparative remuneration profile with respect to industry, size of the company, profile of the position and person	The remuneration as proposed is comparable to that drawn by the peers in the similar capacity in the industry and is commensurate with the size of the Company and nature of its businesses. Moreover, in his position as Managing Director of the Company, Mr. Rahul J Joshi devotes substantial time in overseeing the operations of the Company.
7.	Pecuniary relationship directly or indirectly with the Company, or relationship with the managerial personal, if any:	Mr. Rahul Jagannath Joshi as Chairman and Managing Director of the Company has no other relationship with the Company or relationship with the managerial personal, except:
• Mr. Rahul Jagannath Joshi, who is holding 1,03,52,214 shares is a Promoter of the Company, and Mr. Harmesh Rahul Joshi, and Mr. Kamesh Rahul Joshi and are relatives of Mr. Rahul Jagannath Joshi

III. OTHER INFORMATION

1.	Reason of loss or inadequate profits	The Company is profitable as per the last audited financials. The approval is sought in case of inadequate profit or loss in future.
2.	Steps taken or proposed to be taken for improvement	The Company is focused on various business strategies in all spheres of business activities to improve the revenue and profitability of the Company.
3.	Expected increase in the productivity and profits in measurable terms	As mentioned the Company has taken various initiatives to improve financial performance.

IV. DISCLOSURES:

Remuneration package of the managerial person: As detailed in the Explanatory Statement which forms part of the Notice.

707 - 713, Corporate Center, Nirmal Lifestyle, L.B.S Marg, Mulund (W), Mumbai - 400 080. Maharashtra, INDIA. ☎ 022 680 99999 (100 LINES)

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ANNEXURE - 2

Information pursuant to Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard on General Meetings (SS-2) of The Institute of Company Secretaries of India ("ICSI") in respect of individuals proposed to be appointed/re-appointed as Director:

Name of Director	Mr. Rahul Jagannath Joshi	Mr. Keval M. Shah
Director Identification Number (DIN)	001141721	07649694
Date of Birth	07-08-1962	20-10-1989
Age	63	36
Initial Date of Appointment	06-06-1995	13-05-2026
Qualifications	Graduate	Charted Accountant
Experience/ Brief Resume	Refer brief profile section in the explanatory Statement	Mr. Keval M. Shah is a Chartered Accountant and with over Decade of experience in M&A, corporate restructuring, valuation, taxation, and regulatory advisory
Expertise in specific functional areas	Refer brief profile section in the explanatory Statement	Finance and strategic Advisory
Directorships held in other companies (excluding foreign and section 8 companies)	1.Vedo Ayurveda Private Limited
2.Om Green Energy Private Limited
3.Oscar Infrastructure Private Limited
4.Hari Om Sai Grihanirmiti Private Limited
5.Hayan B2b Private Limited
6.Arha Warehousing And Translift Private Limited
7.Om Procurement Logistics Private Limited
8.Om Freight Infrastructure Logistics Private Limited
9.Om Sampradaa Private Limited
10.Om Finmart Services Private Limited
11.Oscar Freight Private Limited
12.Anagha Container Warehousing Terminal Private Limited	1.Highness Microelectronics Limited
2.Hexagon Nutrition Limited
3.Jerai Fitness Limited

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Membership/Chairmanships of committees of other companies	0	Highness Microelectronics Limited: Chairman of Audit Committee Chairman of stakeholder relationship committee Member of Nomination Remuneration Committee Hexagon Nutrition Limited: Member of Audit Committee Member of Nomination Remuneration Committee Jerai Fitness Limited: Chairman of Audit Committee Chairman of stakeholder relationship committee Member of Nomination Remuneration Committee
Inter-se relationship with other Directors and Key Managerial Personnel	Mr. Rahul Jagannath Joshi is the father of Mr. Harmesh Rahul Joshi and Mr. Kamesh Rahul Joshi, and they are related to each other as father and sons.	Not related to any Director /Key Managerial Personnel of the Company
Details of last drawn remuneration	Rs. 2,90,84,490/- (Rupees Two crore ninety lakh eighty-four thousand four hundred ninety.) p.a	NIL
Details of terms and Conditions of appointment	Refer the Explanatory statement	Mr. Keval M. Shah will serve for a term of five years with effect from, 13th May, 2026 not liable to retire by rotation and on such other conditions as stated in the terms and conditions of appointment of Independent Director of the Company as placed on the Company's website.i.e https://omfreight.com/

Details of Remuneration sought to be paid	Up to Rs. 5,00,00,000/- (Rupees Five Crores Only) per annum inclusive of salary, Perquisites, Benefits and Allowances	Payment of sitting fees for attending meeting of Board of Directors and committees thereof.
Number of shares held in the Company
a) Directly
b) On a beneficial basis	1,03,52,214 shares representing 30.74%	NIL
Number of Board Meeting attended during the F.Y.	He has attended 0 out of 1 meeting.	NIL
Names of listed entities from which Director has resigned in the past three years	NIL	NIL