Notice of 17th Annual General Meeting of the Company Scheduled to be held on Friday, September 25, 2026 at 10:30 A.M. at Bliss and Blessings Banquet, Jhilmil Delhi-110095

September 01, 2026 National Stock Exchange of India BSE Limited Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, C-1, G Block, Dalal Street, Bandra-Kurla Complex, Mumbai - 400 001 Bandra (East), Mumbai – 400 051 Scrip Code: 543910 Symbol: AVG Sub: Notice of 17th Annual General Meeting of the Company Dear Sir/Madam, We are enclosing herewith a copy of Notice of 17th Annual General Meeting of the Company to be held on Friday, September 25, 2026 at 10:30 A.M. (IST) at Bliss and Blessings Banquet, Near Jhilmil Metro Station, Delhi-110095. The copy of Annual Report for the financial year 2025-26 is also being posted on the website of the Company i.e. www.avglogistics.com. You are requested to take the above information on records Thanking You, Yours faithfully, For AVG LOGISTICS LIMITED SANJAY GUPTA MANAGING DIRECTOR DIN: 00527801 Notice NOTICE Notice is hereby given that the 17th Annual General Meeting (including any statutory modification(s) or re-enactment (“AGM”) of the Members of AVG Logistics Limited (the thereof, for the time being in force), Mr. Sanjay Gupta “Company”) will be held on Friday, September 25, 2026 at (DIN: 00527801), Director of the Company, who retires 10:30 A.M. at Bliss and Blessings Banquet, near Jhilmil Metro by rotation at this Annual General Meeting and being Station, Delhi-110095 to transact the following business: eligible, offered himself for re-appointment, be and is hereby re-appointed as a Director of the Company liable to retire by rotation. ORDINARY BUSINESS(ES):- 1. To receive, consider, and adopt the: RESOLVED FURTHER THAT pursuant to Regulation 17(1D) and other applicable provisions of the SEBI (LODR) a. audited standalone financial statements of the Regulations, 2015, as amended from time to time, and Company for the financial year ended 31st March other applicable provisions of the Companies Act, 2013 2026 together with the reports of the Board of and the rules made thereunder, including any statutory Directors and Auditors thereon; and modification(s) or re-enactment(s) thereof, approval of b. audited consolidated financial statements of the Members of the Company be and is hereby accorded the Company for the financial year ended 31st for the continuation of Mr. Sanjay Gupta (DIN: 00527801) March 2026 together with the report of Auditors as Managing Director of the Company .” thereon and, in this regard, to consider and if thought fit, to pass the following resolution as an SPECIAL BUSINESS(ES): Ordinary Resolution: 4. To increase authorize capital of the Company from “RESOLVED THAT the audited standalone financial J 21 Crore to J 25 Crore statements of the Company for the financial year ended To consider, and if thought fit, to pass, with or without 31st March 2026 together with the reports of the Board modification(s), the following resolution, as an of Directors and Auditors thereon, as circulated to the Ordinary resolution: members, be and are hereby approved and adopted. “RESOLVED THAT in accordance with the provisions of RESOLVED FURTHER THAT the audited consolidated Sections 13, 61(1)(a) and all other applicable provisions financial statements of the Company for the financial of the Companies Act, 2013 (“Act”), and rules framed year ended 31st March 2026 together with the report of thereunder (including any statutory modification(s) or the Auditors thereon, as circulated to the members, be re-enactment(s) thereof, for the time being in force) and and are hereby approved and adopted.” the relevant provisions of the Articles of Association of the Company and provisions of any other applicable 2. To declare a final dividend of Re. 1.2/- per equity share of J 10/- each for the Financial Year 2025-26. laws, approval of the Members of the Company be and is hereby accorded to increase the Authorised Share To consider, and if thought fit, to pass, with or without Capital of the Company from H 21,00,00,000/- (Rupees modification(s), the following resolution, as an Twenty-One Crores only) divided into 2,10,00,000 (Two Ordinary resolution: Crore Ten Lakhs only) Equity Shares of H 10/- (Rupees Ten only) each, to H 25,00,00,000/- (Rupees Twenty- “RESOLVED THAT, a Dividend at the rate of Re. 1.20 per Five Crores only) divided into 2,50,00,000 (Two Crore equity share of H 10 each fully paid-up of the Company Fifty Lakhs) Equity Shares of H 10/- (Rupees Ten only) be and is hereby declared for the financial year ended 31st each by creation of additional 40,00,000 (Forty Lakhs March, 2026 and the dividend be paid as recommended only) Equity Shares of H 10/- (Rupees Ten only) each and by the Board of Directors of the Company, out of the consequently, the existing Clause V of the Memorandum profits of the Company for the financial year ended of Association of the Company be and is hereby altered 31st March, 2026.” and substituted by the following as new Clause V: 3. To Re-appoint Mr. Sanjay Gupta (DIN: 00527801), “V. The Authorised Share Capital of the Company is who retires by rotation and being eligible, offers J 25,00,00,000/- (Rupees Twenty-Five Crores only) himself for re-appointment: divided into 2,50,00,000 (Two Crore Fifty Lakhs) Equity To consider, and if thought fit, to pass, with or without Shares of J 10/- (Rupees Ten only) each, with a power to modification(s), the following resolution, as an increase or reduce the share capital.” Ordinary resolution: RESOLVED FURTHER THAT the Board of Directors of “RESOLVED THAT pursuant to the provisions of the Company be and is hereby authorised to do all such Section 152 and other applicable provisions, if any, of acts, deeds, matters and things and to take all such steps the Companies Act, 2013 and rules made thereunder as may be necessary, proper, expedient or desirable to Annual Report 2025-26 1 Notice (contd.) give effect to this resolution and for matters connected may decide in accordance with the provisions of the therewith or incidental thereto, and to resolve any issues, applicable laws and the provisions of the Scheme. questions, difficulties or doubts whatsoever that may arise in this regard and all action(s) taken by the Company in RESOLVED FURTHER THAT the Scheme shall be connection with any matter referred to or contemplated administered by the Nomination and remuneration in this resolution, be and are hereby approved, ratified Committee, who shall have all necessary powers as and confirmed in all respects.” defined in the Scheme be and is hereby designated as Compensation Committee in pursuance of the SEBI (SBEB 5. To consider and approve the Employee Stock Option & SE) Regulations, 2021, for the purpose of administration Scheme (ESOS), 2026. and implementation of the Scheme. To consider, and if thought fit, to pass, with or RESOLVED FURTHER THAT the Scheme shall be without modification(s), the following resolution, as a implemented through direct route, for extending the Special resolution: benefits to the eligible employees by way of fresh allotment from the Company. “RESOLVED THAT pursuant to the Section 62(1)(b) and other applicable provisions, if any, of the Companies Act, RESOLVED FURTHER THAT the Shares to be issued or 2013 and applicable rules made there under (including allotted by the Company to the eligible employees under any amendment(s), statutory modification(s) or re- the Scheme shall rank pari–passu in all respects with the enactment thereof) [“Companies Act”], Regulation 6(1) then existing equity shares of the Company. and other applicable provisions, if any, of the Securities and Exchange Board of India (Share Based Employee RESOLVED FURTHER THAT the Company shall conform Benefits and Sweat Equity) Regulations, 2021 [“SEBI to the applicable Accounting Policies, Guidelines or (SBEB & SE) Regulations, 2021”], relevant provisions Accounting Standards as may be applicable from of the Securities and Exchange Board of India (Listing time to time, including the disclosure requirements Obligations and Disclosure Requirements) Regulations, presc [Showing first 8,000 characters — download PDF for full document]