Om Freight Forwarders Ltd Directors Report

To

The Members of

OM FREIGHT FORWARDERS LIMITED

(Formerly known as OM FREIGHT FORWARDERS PRIVATE LIMITED)

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

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

1. FINANCIAL PERFORMANCE:

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

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

PARTICULARS	STANDALONE		CONSOLIDATED
	2025-26	2024-25	2025-26	2024-25
	In Crores	In Crores	In Crores	In Crores
Revenue from Operations	476.92	490.14	476.92	490.14
Operating and Other Expenditure	449.02	452.4	449.02	452.4
Operating Profit	27.9	37.74	27.9	37.74
Add: Other Income	5.54	3.92	5.54	3.92
Profit before Interest, Depreciation and Taxes	33.44	41.66	33.44	41.66
Less: Finance Cost	2.49	2.57	2.49	2.57
Less: Depreciation	10.23	9.92	10.23	9.92
Profit or loss from Associate company	-	-	0.66	0.37
Profit Before Tax	20.72	29.17	21.38	29.54
Less: Current Tax Expenses	6.46	6.99	6.46	6.99
Less: Deferred Tax	(1.12)	0.53	(1.12)	0.53
Profit After Tax	15.38	21.65	16.04	22.02
Other Comprehensive Income	(3.70)	(0.10)	(3.70)	(0.10)
Total Comprehensive Income	11.68	21.55	12.34	21.92

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

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

Oscar Freight Private Limited

(CIN: U63090MH1999PTC120980) &

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

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

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

2. STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK:

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

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

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

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

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

EXPANSION TILL TIME AND FUTURE PLANS:

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

3. CHANGE IN NATURE OF BUSINESS, IF ANY:

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

4. DIVIDEND:

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

5. AMOUNT TRANSFERRED TO RESERVE:

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

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

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

RAISING OF FUNDS THROUGH IPO:

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

Equity Shares by the Selling Shareholders belonging to the Promoters.

SHARE CAPITAL:

Your Companys Equity Share Capital is as follows:

PARTICULARS (AS ON 31ST MARCH, 2026)	NO. OF SHARES	FACE VALUE PER SHARE (IN Rs.)	TOTAL AMOUNT (IN Rs.)
Authorised Share Capital	4,50,00,000	10	45,00,00,000
Issued, Subscribed & Paid up Share Capital	3,36,75,442	10	33,67,54,420

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

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

Sr. No. Name and Address of the Company	Holding/Subsidiary/Associate
1 Oscar Freight Private Limited	Associate
2 Arha Warehousing and Translift Private Limited	Associate

There are no Subsidiary company or Joint Venture company.

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

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

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

9. VOLUNTARY REVISION OF FINANCIAL STATEMENTS:

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

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

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

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

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

10. MATERIAL CHANGES AND COMMITMENTS:

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

1. Listing of Equity Shares on Stock Exchange:

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

2. Utilization of IPO funds:

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

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

3. Reason for Deviation in Utilization of Funds:

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

4. Resignation of Company Secretary and Compliance Officer:

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

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

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

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

12. DEPOSITS:

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

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

13. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

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

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

14. LOANS FROM DIRECTORS:

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

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

15. CORPORATE GOVERNANCE:

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

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

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

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

16. MEETINGS OF THE BOARD AND ITS COMMITTEES:

1. BOARD MEETINGS AND ATTENDANCE OF DIRECTORS:

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

2. BOARD COMMITTEES:

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

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Risk Management Committee*

• Corporate Social Responsibility Committee

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

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

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

17. MANAGEMENT DISCUSSION AND ANALYSIS:

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

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

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

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

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

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

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

Sr. No. NAME	DESIGNATION	DATE OF APPOINTMENT	DATE OF CESSATION	MODE OF CESSATION
1 Mr. Hiren K Bhanushali	Company Secretary & Compliance Officer	February 01,2024	February 16, 2026	Resignation

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

• Mr. Rahul J Joshi - Chairman and Managing Director

• Mr. Pankaj Mav - Chief Financial Officer

• Mr. Hiren K Bhanushali* - Company Secretary & Compliance Officer

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

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

RETIREMENT BY ROTATION:

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

19. SECRETARIAL STANDARDS:

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

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

20. DIRECTORS RESPONSIBILITY STATEMENT:

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

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

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

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

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

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

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

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

21. DISCLOSURE FROM INDEPENDENT DIRECTORS:

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

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

22. BOARD EVALUATION:

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

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

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

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

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

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

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

24. STATUTORY AUDITORS AND AUDITORS REPORT:

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

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

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

25. INTERNAL AUDIT:

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

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

26. SECRETARIAL AUDIT:

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

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

27. MANAGEMENT EXPLANATION ON AUDITORS OBSERVATIONS:

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

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

28. MAINTENANCE OF COST RECORDS:

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

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

applicable to the Company.

29. REPORTING OF FRAUD:

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

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

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

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

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

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

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

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

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

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

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

32. NOMINATION AND REMUNERATION POLICY

The Companys Policy on remuneration of Directors,

Key Managerial Personnel and Senior Management Personnel including criteria for determining qualifications, positive attributes, independence of Directors and other matters provided under sub-section

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

33. RISK MANAGEMENT:

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

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

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

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

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

34. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

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

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

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

35. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUECY:

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

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

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

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

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

No. of Complaints As On 01.04.2025	Complaints During the Period 01.04.2025 To 31.03.2026		Complaints Pending for more than 90 Days	No. of Complaints pending As On 31.03.2026
	Received	Disposed off
NIL	NIL	NIL	NIL	NIL

37. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

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

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

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

No. of Complaints As On 01.04.2025	Complaints During the Period 01.04.2025 To 31.03.2026		No. of Complaints pending As On 31.03.2026
	Received	Disposed off
NIL	NIL	NIL	NIL

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

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

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

39. RELATED PARTY TRANSACTIONS:

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

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

The policy on Related Party Transactions is available on the Companys website at:

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

40. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:

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

going concern status and the Companys operations in future.

41. EXTRACT OF ANNUAL RETURN:

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

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

42. HUMAN RESOURCE/ PARTICULARS OF EMPLOYEES:

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

"Annexure V".

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

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

The statement containing particulars of employees as

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

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

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

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

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

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

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

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

45. CAUTIONARY STATEMENT:

Statement in this report, notice to shareholders or elsewhere in this Report, describing the objectives, projections, estimates and expectations may constitute Forward Looking Statement within the meaning of applicable laws and regulations. Actual results might differ materially/marginally from those either express or implied in the statement depending on the market conditions and circumstances.

46. OTHER DISCLOSURE:

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

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

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

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

a. Issue of equity shares with differential voting rights as

to dividend, voting or otherwise;

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

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

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

ACKNOWLEDGEMENT

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