Nature of Disclosure: This is a notice for the 17th Annual General Meeting (AGM) of AVG Logistics Limited, convening shareholders to vote on ordinary and special business.

AGM Details: The 17th AGM is scheduled 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.

Ordinary Business

1. Adoption of Financial Statements:

  • Shareholders will consider and adopt the audited standalone and consolidated financial statements for the financial year ended March 31, 2026, along with the reports of the Board of Directors and Auditors.

2. Declaration of Final Dividend:

  • To declare a final dividend of ₹1.20 per equity share of ₹10 each for the Financial Year 2025-26.
  • The dividend will be paid out of the profits for FY 2025-26 as recommended by the Board.
  • The record date for determining eligibility for the dividend is Friday, September 18, 2026.
  • The Register of Members and Share Transfer Books will be closed from September 19, 2026, to September 25, 2026.

3. Re-appointment of Director:

  • To re-appoint Mr. Sanjay Gupta (DIN: 00527801), who retires by rotation, as a Director of the Company.
  • A separate approval is sought for his continuation as Managing Director pursuant to SEBI LODR Regulation 17(1D).

Special Business

4. Increase in Authorized Share Capital:

  • To increase the Authorized Share Capital of the Company from ₹21,00,00,000 (21 Crore) divided into 2,10,00,000 equity shares to ₹25,00,00,000 (25 Crore) divided into 2,50,00,000 equity shares of ₹10 each.
  • This involves the creation of an additional 40,00,000 equity shares.
  • The purpose stated is to facilitate the proposed expansion of business operations and future issuance of equity shares.

5. Approval of Employee Stock Option Scheme (ESOS), 2026:

  • To approve the AVG Logistics Employees Stock Option Scheme - 2026.
  • The scheme proposes to grant, in one or more tranches, not exceeding 9,50,000 (Nine Lakh Fifty Thousand) employee stock options.
  • These options are convertible into an equal number of equity shares of ₹10 each.
  • The scheme will be implemented through a direct route (fresh allotment from the company).
  • The exercise price shall be equal to the face value of an equity share (₹10).
  • The vesting period will be a minimum of 1 year and a maximum of 4 years from the grant date.
  • The scheme will be administered by the Nomination and Remuneration Committee.

6. Issuance of ESOPs in excess of 1% of Issued Capital:

  • A separate special resolution seeks approval to grant options to one identified employee, Mr. Sumit Garg (Whole Time Director), equal to or in excess of 1% of the issued capital.
  • This is a requirement under SEBI (SBEB & SE) Regulations, 2021, and the Companies Act, 2013.

7. Continuation of Independent Director post age 75:

  • To approve the continuation of Mr. Susheel Kumar Tyagi (DIN: 06906354) as an Independent Director beyond the age of 75.
  • Mr. Tyagi will attain the age of 75 on July 16, 2027. SEBI LODR Regulation 17(1A) mandates a special resolution for such continuation.

8. Regularization and Appointment of Whole-time Director:

  • To regularize and appoint Mr. Sumit Garg (DIN: 08746971) as a Whole-time Director for a period of five years, from August 14, 2026, to August 13, 2031.
  • His proposed annual remuneration is:
  • Basic: ₹25,00,000
  • Other Allowances: ₹25,00,000
  • Total Fixed Pay: ₹50,00,000
  • Perquisites: 200,000 Employee Stock Options and a car with a driver.

Voting Information

Remote e-Voting:

  • The facility for remote e-voting will be provided through InstaVote MUFG Intime.
  • The remote e-voting period begins on Tuesday, September 22, 2026, at 09:00 A.M. and ends on Thursday, September 24, 2026, at 05:00 P.M.
  • The Scrutinizer for the vote is M/s. Chauhan Pradeep & Associates, Company Secretaries.
  • Results of voting will be declared within 2 working days from the date of the AGM.

Other Notes:

  • The Annual Report for FY 2025-26 is available on the company's website, www.avglogistics.com.
  • The notice is being sent to members through electronic mode.