డైరెక్టర్ల నివేదిక AVG Logistics Ltd.

Mar 31, 2025

Your Directors have the pleasure in presenting the 16th Annual Report on the business and operations of the Company
along with the Audited Financial Statements (Standalone and Consolidated) of the Company for the financial year ended
March 31,2025.

Particulars	Standalone		Consolidated
	31st March, 2025	31st March 2024	31st March, 2025	31st March 2024
Income
Revenue from operations	55,081.39	47,976.20	55,151.77	47,988.86
Other Income	284.19	1,118.37	284.25	1,118.37
	55,365.58	49,094.57	55,436.02	49,107.23
Expenses
Operating Expenses	39,307.80	34014.80	39306.60	34013.30
Employee Benefit Expense	2,263.68	1692.06	2291.49	1706.90
Finance Costs	2,581.16	2810.31	2585.08	2810.31
Depreciation and Amortization Expense	4,316.78	3833.97	4338.78	3838.69
Other Expenses	3,983.02	3885.23	3996.62	3894.98
Total Expenses	52,452.44	46236.36	52518.57	46264.18
Profit before exceptional and extraordinary items and tax	2,913.14	2858.21	2917.45	2843.05
Share of Loss/Profit from Associate	-	1423.21	(0.08)	1394.28
Profit before tax	2,913.14	4281.42	2917.37	4237.33
Tax expense:
(1) Current tax	603.36	664.89	603.36	664.89
(2) Adjustment for earlier years	0	0	0	0
(3) Deferred Tax	182.27	344.14	181.30	346.33
Profit for the year	2,127.51	3272.39	2132.71	3226.11
Share of profit/ (loss) from associate	-	-	(0.08)	(34.00)
Share of profit /(loss) from enterprise	-	-		(0.03)
Profit for the period	2,127.51	3272.39	2132.71	3192.08
Earning per equity share (nominal value of Share '' 10 (P.Y. '' 10)
(1) Basic & Diluted	14.97	27.34	15.01	26.66

1. Operations and State of Affairs of the
Company

Your Company focus is to provide timely and
satisfactory service to its clients, resulting thereby
expanding successfully its business across the country.

Your Board of Directors are delighted to inform you
that with a view to give meaning to its expansion plan,
the Company has been making constant efforts for

developing requisite infrastructure as well as utilizing
advance means of technology for exercising better and
effective control on its operation as well as movements
of its fleet. Revenue of the Company for the financial
year 2024-25 stands at '' 55081.39 Lakhs in comparison
to '' 47976.20 Lakhs in 2024-25 and the Profit after tax
for the year 2024-25 stands at '' 2,172.51 Lakhs as
compared to '' 3272.39 Lakhs in financial year 2023-24.
The profit of the Company for the Financial year 203-24
included one time income of '' 1423.21 Lakhs.

2. Consolidated Financial Statements

Pursuant to Section 129(3) of the Companies Act,
2013, the Consolidated Financial Statements of the
Company prepared in accordance with Section 133
of the Companies Act, 2013 read with Rule 7 of the
Companies (Accounts) Rules, 2014 and as stipulated
under Regulation 33 of the Listing Regulations, as well
as in accordance with the Indian Accounting Standards
notified under the Companies (Indian Accounting
Standards) Rules, 2015 Indian Accounting Standard 110
on Consolidated Financial Statements are provided in
the Annual Report.

3. Subsidiary/ Joint Ventures/ Associate
Companies

As of 31 March 2025, the Company have 2 subsidiary
and 2 associates:-

SUBSIDIARIES:-

1. Name of Subsidiary	Galaxy Packers and Movers Private Limited
Share capital	INR 5 Lakhs
% of shareholding	100%
2. Name of Subsidiary	AVG Sunil Liquid Logistics Private Limited
Share capital	INR 10 Lakhs
% of shareholding	51%

ASSOCIATES--

Name of Associate	NDRAVG Logistics LLP	Kaizen Logistics
Amount of investment	INR 1.5 Lakhs	INR 49.43 Lakh
% of Holding	30%	99%

• AVG Sunil Liquid Logistics Private Limited cease to
be a subsidiary of the company on May 30, 2025.

• NDRAVG Business Park Private Limited cease to
be associate of the Company during the period
under review.

Salient features of the financial statement of
Subsidiaries/associate companies/joint ventures is
annexed as Annexure-I.

4. Dividend

Your Directors recommended a final dividend
@12 percent i.e Re. 1.20/- per equity share on the
Company''s 1,50,57,720 equity shares for the financial
year 2024-25 in its meeting held on May 30, 2025. The
dividend payment is subject to approval of members
at the ensuing Annual General Meeting. The dividend
pay-out is in accordance with the Dividend Distribution
Policy of the Company, the record date for determining
eligibility of shareholders shall be September 23, 2025.

The Dividend Distribution Policy of the Company can be
accessed at https://avglogistics.com/uploads/policies/
Dividend_Distribution_Policy.pdf

5. Outlook and Expansion

Your Company''s outlook remains favourable on
account of continuous processes strengthening,
growing brand popularity, customer shift from un¬
organised to organised market coupled with support
from customers, employees, shareholders, creditors,
dealers, lenders and other stakeholders. The
Company''s vision is to broad-base its services portfolio
towards a one-stop solution and position itself as a
Sustainable, Reliable, Integrated logistics for India''s top
businesses. The Company''s pan-India network ensures
an easy availability of services in almost every part of
India.

6. State of the Affairs of the Company

a. Segment-wise position of business and its
operations

The Company''s business activity falls primarily into
one segment only i.e. Logistics solutions. The Company
operates mainly in Transportation, warehousing
business and other value added services. Hence, it has
only one reportable segment and separate disclosures
are not required.

b. Change in status of the company

During the Year under review there was no Change in
the Status of the Company.

c. Change in the financial year

During the Financial Year 2024-2025 under review, the
Company has followed uniform financial year from 1st
April of every year to 31st March.

d. Capital expenditure

During the Year under review, your Company entailed
a capital expenditure of INR 2414.08 Lakhs in Tangible
assets and intangible assets.

e. Transfer to General Reserve

During the period, no amount has been transferred to
general reserve.

f. Directors and Key Managerial Personnel

The Company has a professional Board with an
optimum combination of executive and non- executive
Directors who bring to the table the right mix of
knowledge, skills and expertise. The Board provides
strategic guidance and direction to the Company in
achieving its business objectives and protecting the
interest of stakeholders.

As on March 31, 2025, the Board of the Company
comprises of 6 (Six) directors, For the financial year
2024-25, the Company has received declarations from
all the Independent Directors confirming that they
meet the criteria of independence as prescribed under
sub-section (6) of Section 149 of the Companies Act,
2013 read with Rule 6 of the Companies (Appointment
and Qualification of Directors) Rules, 2014 and
Regulation 16 and 25 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

All the Independent Directors of the Company have
complied with the requirement of inclusion of their
names in the databank of Independent Directors
maintained by Indian Institute of Corporate Affairs.

None of the Directors of your Company are disqualified
under the provisions of Section 164(2)(a) & (b) of the
Companies Act, 2013.

S . No.	Directors and KMPs	Designation
1.	Mr. Sanjay Gupta	Managing Director and CEO
2.	Mrs. Asha Gupta	Whole Time Director
3.	Mr. Pawan Kant	Non Executive Independent Director
4.	Mr. Susheel Kumar Tyagi	Non Executive Independent Director
5.	Mr. Shyam Sunder Soni	Non Executive Independent Director
6.	Mr. Apurva Chamaria	Non Executive Non Independent Director

S . No.	Directors and KMPs	Designation
7.	Mr. Himanshu Sharma	Chief Financial Officer
8.	Mr. Mukesh Nagar	Company Secretary & Compliance Officer

g. Changes in Share Capital

As on March 31, 2025, the Authorized Share Capital
of the Company is INR 17,00,00,000 divided into
1,70,00,000 equity shares of INR 10 each.

The Issued, Subscribed and Paid-up Share Capital of
the Company is INR 15,05,77,200.

The equity shares of the Company are listed on National
Stock Exchange of India Limited (NSE) and BSE Limited
(BSE).

Disclosure under Section 43(a)(ii) of The Companies
Act, 2013:

The Company has not issued any shares with
differential rights and hence no information as per
provisions of Section 43(a) (ii) of the Act read with Rule
4(4) of the Companies (Share Capital and Debenture)
Rules, 2014 is included in the report.

Disclosure under Section 54(1)(d) of The Companies
Act, 2013:

The Company has not issued any Sweat Equity Shares
during the year under review and hence the provisions
of Section 54(1)(d) of the Act read with Rule 8(13) of the
Companies (Share Capital and Debenture) Rules, 2014
are not applicable.

Disclosure under Section 62(1)(b) of The Companies
Act, 2013:

The Company does not have any Employees Stock
Option Scheme and hence the provisions of Section
62(1)(b) of the Act read with Rule 12(9) of the Companies
(Share Capital and Debenture) Rules, 2014 are not
applicable.

Disclosure under Section 67(13) of the Companies
Act, 2013:

During the year under review, there were no instances
of non-exercising of voting rights in respect of shares
purchased directly by employees under a scheme
pursuant to Section 67(3) of the Act read with Rule
16(4) of Companies (Share Capital and Debentures)
Rules, 2014.

Debentures/Bonds/Warrants or Any Non¬
Convertible Securities

During the reporting period the Promoter and Non¬
Promoter Warrant holders have exercised their right
of conversion of 14,00,000 Warrants into equity
during the reporting period. Accordingly, the Company
has converted 14,00,000 outstanding warrants into
equivalent number of equity shares in the ratio of one
Equity Share for each Warrant exercised.

Warrant holders holding 5,45,000 warrants comprising
of Promoter and Non-Promoter are remaining to
exercise their right of conversion of Warrants into
equity shares.

Except the above Company has not converted any
securities or warrant or issued any debentures, bonds,
or any non-convertible securities during the period.

h. Credit Rating of Securities

During the Financial Year 2024-2025 under review, the
Company has not taken or issued any bonds or any
debt instruments.

i. Investor Education and Protection Fund (IEPF)

Company does not have any funds lying unpaid or
unclaimed in IEPF.

j. Performance Evaluation

Pursuant to the provisions of the Companies Act,
2013 and Regulation 25(3) & (4) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Independent Directors have evaluated
the performance of Non-Independent Directors,
Chairperson of the Company after considering the
views of the Executive and Non-Executive Directors,
if any, Board as a whole and assessed the quality,
quantity and timeliness of flow of information between
the Company''s Management and the Board.

The Nomination, Remuneration & Compensation
Committee ("NRC") has also carried out evaluation of
performance of every Director of the Company. On the
basis of evaluation made by the Independent Directors
and NRC and by way of individual and collective
feedback from the Non-Independent Directors,
the Board has carried out the Annual Performance
Evaluation of the Directors individually as well as
evaluation of the working of the Board as a whole and
Committees of the Board.

k. Meetings of the Board

The Board of Directors of the Company met 6 (Six)
times during the FY 2024-25. The details of the Board
Meetings with regard to their dates and attendance of
each of the Directors thereat have been provided in
the Corporate Governance Report.

l. Audit Committee

As on March 31, 2025, the Audit Committee of the
Company comprised of two Independent Directors
and one executive director with Mr. Pawan Kant
as Chairman and Mr. Susheel Kumar Tyagi and Mr.
Sanjay Gupta, Managing Director of the Company as a
member.

4 meeting of the Audit Committee held during the
financial year under review.

The Committee, inter alia, reviews the Financial
Statements before they are placed before the Board,
the Internal Control System and reports of Internal
Auditors and compliance of various Regulations. The
brief terms of reference of the Committee and the
details of the Committee meetings are provided in the
Corporate Governance Report.

m. Nomination and Remuneration Committee

As on March 31, 2025, the Committee comprise of 3
Non-Executive Independent Directors Mr. Susheel
Kumar Tyagi as Chairman, Mr. Pawan Kant and
Mr. Shyam Sunder Soni as Member. 1 meeting of
the Nomination & Remuneration committee were
conducted during the financial year 2024- 25. The
NRC Committee inter alia, identifies persons who
are qualified to become directors and who may be
appointed in senior management. The brief terms
of reference of the NRC Committee and the details
of the NRC Committee meetings are provided in the
Corporate Governance Report.

n. Stakeholders'' Relationship Committee

As on March 31, 2025, the Stakeholders'' Relationship
Committee comprises of 2 Independent Directors Mr.
Pawan Kant as chairman and Mr. Susheel Kumar Tyagi
as member and one Executive Director Mr. Sanjay
Gupta as member. 1 meeting of the Stakeholders''
Relationship committee was conducted during the
financial year 2024- 25. The Committee, inter alia,
reviews the grievance of the security holders of the
Company and redressal thereof. The brief terms of

reference of the Committee and the details of the
Committee meetings are provided in the Corporate
Governance Report.

0. Operational Committee

As on March 31,2025, Operational Committee of Board
comprise of 2 Executive Director Mr. Sanjay Gupta
and Mrs. Asha Gupta and 1 Independent Director Mr.
Susheel Kumar Tyagi. Operational Committee met 6
times during the financial year 2024-25. Brief terms
of reference of the Committee and the details of the
Committee meetings are provided in the Corporate
Governance Report.

p. Vigil Mechanism

Pursuant to the provisions of Section 177(9) & (10) of the
Companies Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015,
the Company has framed a ''Whistle Blower Policy'' to
establish Vigil Mechanism for directors and employees
to report genuine concerns. The policy is revised from
time to time to align it with applicable regulations
or organizations suitability. The policy is available
on the website of the Company and the web link of
the same is provided in the Corporate Governance
Report. This policy provides a process to disclose
information, confidentially and without fear of reprisal
or victimization, where there is reason to believe that
there has been serious malpractice, fraud, impropriety,
abuse or wrong doing within the Company. The
Company ensures that no personnel have been denied
access to the Chairperson of the Audit Committee.

q. Statement in respect of adequacy of Internal
Financial Controls with reference to the Financial
Statements

The Directors had laid down Internal Financial Controls
procedures to be followed by the Company which
ensure compliance with various policies, practices
and statutes in keeping with the organization''s pace
of growth and increasing complexity of operations for
orderly and efficient conduct of its business.

The Audit Committee of the Board, from time to time,
evaluated the adequacy and effectiveness of internal
financial control of the Company with regard to the
following:-

1. Systems have been laid to ensure that all transactions
are executed in accordance with management''s
general and specific authorization. There are well-laid
manuals for such general or specific authorization.

2. Systems and procedures exist to ensure that all
transactions are recorded as necessary to permit
preparation of Financial Statements in conformity with
Generally Accepted Accounting Principles or any other
criteria applicable to such statements and to maintain
accountability for aspects and the timely preparation
of reliable financial information.

3. Access to assets is permitted only in accordance with
management''s general and specific authorization.
No assets of the Company are allowed to be used for
personal purposes, except in accordance with terms of
employment or except as specifically permitted.

4. The existing assets of the Company are verified/
checked at reasonable intervals and appropriate action
is taken with respect to differences, if any.

5. Proper systems are in place for prevention and
detection of frauds and errors and for ensuring
adherence to the Company''s policies.

r. Policy on Nomination and Remuneration

Based on the recommendation of the Nomination
and Remuneration Committee (NRC), the Board has
adopted the Remuneration Policy for Directors, KMPs
and other employees. NRC has formulated the criteria
for determining qualifications, positive attributes and
independence of an Independent Director, as well as
the criteria for Performance Evaluation of individual
Directors, the Board as a whole and the Committees.
The summary of Remuneration Policy of the Company
prepared in accordance with the provisions of Section
178 of the Companies Act, 2013 read with Regulation
19 and also read with Part D of Schedule II of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 is provided in the Corporate
Governance Report. The Remuneration Policy is
approved by the Board of Directors and is uploaded
on the website of the Company. The policy can be
accessed at https://avglogistics.com/uploads/policies/
Nomination_And_Remuneration.pdf

s. Particulars of contracts or arrangements with
related parties

During the financial year under review, the Company
has not entered into any materially significant related
party transaction. Related party transactions entered
into were approved by the audit committee and the
Board, from time to time and are disclosed in the notes
to accounts of the financial statements forming part of
this Annual Report.

Disclosures of the particulars of contracts/
arrangements entered into by the company with
related parties referred to in Section 188(1) of the Act
is annexed herewith Annexure- II.

The Board has approved a Policy on Materiality of
Related Party Transactions and on Dealing with
Related Party Transactions which has been uploaded
on the Company''s website. The web-link to Policy
on Materiality of Related Party Transactions and on
Dealing with Related Party Transactions as required
under the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is as under

https://avglogistics.com/uploads/policies/Policy_On_

Related_Party.pdf

t. Directors'' Responsibility Statement

I n terms of the provisions of Section 134(3)(c) read
with Section 134(5) of the Companies Act, 2013, the
Directors state that:

a) In preparation of the annual accounts for the financial
year ended March 31, 2025, the applicable Accounting
Standards have been followed along with proper
explanation relating to material departures;

b) The Directors have selected accounting policies in
consultation with the Statutory Auditors and have
applied their recommendations as listed in the Financial
Statements and applied them consistently and made
judgments and estimates that are reasonable and
prudent so as to give true and fair view of the state of
affairs of the Company at the end of the financial year
as on March 31,2025 and of the profits of the Company
for that period;

c) The Directors have taken proper and sufficient care
for maintenance of adequate accounting records in
accordance with the provisions of the Companies
Act, 2013 for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

d) The Directors have prepared the annual accounts on a
going concern basis;

e) The Directors have laid down internal financial controls
to be followed by the Company and that such internal
financial controls are adequate and are operating
effectively;

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

u. Maintenance of Cost Records

Pursuant to sub-section (1) of Section 148 of the
Companies Act, 2013, the maintenance of Cost Records
as specified by the Central Government is not required
by the Company and accordingly such accounts and
records are not made and maintained by the Company.

v. 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
relate and the date of the report

After the closure of Financial Year and date of the
report, company has passed a resolution to liquidate its
subsidiary company naming AVG Sunil Liquid Logistics
Private Limited.

There have been no other material changes and
commitments affecting the financial position of the
Company since the close of financial year ended March
31, 2025 and to the date of this report except specified
above and it is hereby confirmed that there has been
no change in the nature of business of the Company.

w. Details of revision of financial statement or the
Board''s Report

During the Financial Year 2024-2025 under review, the
Company has not revised its financial statement or the
Board''s Report in respect of any of the three preceding
financial years either voluntarily or pursuant to the
order of any judicial authority.

x. Public deposits

During the period under review, the Company did not
invite or accept any deposits from the public in terms
of Chapter V of the Companies Act, 2013.

y. AUDITORS

a) Statutory Auditor

In accordance with Section 139 of the Companies Act,
2013 and Rules made thereunder, Members at the 9th
Annual General meeting of the Company approved
the appointment of Statutory Auditors M/s MSKA &
Associates, Chartered Accountants (FRN 105047W), for
a period of five (5) consecutive years starting from F.Y.
2018-19 to 2022-23.

The Board of Directors at their meeting on August
14, 2023 and Shareholders at their Meeting held on
September 29, 2023 approved the Re-appointment of
M/s MSKA & Associates, Chartered Accountants (FRN
105047W), for a period of five (5) consecutive years
starting from financial year 2023-24 to 2027-28.

The Statutory Auditors'' Report on the Standalone and
Consolidated Financial Statements of the Company for
the financial year ended March 31, 2025 forms part of
this Annual report. The Statutory Auditors have not
reported any frauds under Section 143(12) of the Act.

b) Internal Auditor

Pursuant to Section 138 of the Companies Act, 2013
& rules made thereunder, in the meeting of Board of
Directors held on May 30, 2025, M/s AVVS Co. LLP were
appointed as Internal Auditors of the company for the
Financial Year 2025-2026.

c) Secretarial Auditor

Pursuant to the provision of the Section 204 of the
Companies Act, 2013 read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial
personnel) Rules, 2014, the board appointed M/s. K
Vivek & Co., Practicing Company Secretaries, to conduct
Secretarial Audit of the Company for the period of 5
years from Financial year 2025-26 till Financial year
2029-2030 in the board meeting held on August 14,
2025 subject to approval of Shareholders at ensuing
Annual General Meeting.

d) Cost Auditor

The provisions of Section 148 of the Companies Act,
2013 read with the Companies (Cost Records and Audit)
Rules, 2014 and Rule 14 of the Companies (Audit and
Auditor) Rules, 2014 are not applicable for the business
activities carried out by the Company.

z. Annual Return

The Annual Return of the Company as on March 31,
2025 is available on the Company''s website and can be
accessed at

https://avglogistics.com/uploads/annual-return/AVG_

Annual_Return_2024-25.pdf

aa. Corporate Governance Report

A detailed Report on Corporate Governance for the
financial year 2024-25 is annexed herewith Annexure-
III, pursuant to the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and

a Certificate on compliance with the conditions of
Corporate Governance from practicing company
secretary is annexed to this report.

bb. Declaration by Independent Directors

Pursuant to Section 149(7) of the Act, the Company
received declarations from all Independent
Directors confirming that they meet the criteria of
independence as specified in Section 149(6) of the
Act, as amended, read with Rules framed thereunder
and Regulation 16(1)(b) of the Listing Regulations. In
terms of Regulation 25(8) of the Listing Regulations,
the Independent Directors confirmed that they were
not aware of any circumstance or situation which
exists or may be reasonably anticipated that could
impair or impact their ability to discharge their duties
with an objective independent judgement and without
any external influence and that they are independent
of the Management. The Board of Directors of
the Company took on record the declaration
and confirmation submitted by the Independent
Directors after undertaking a due assessment of
the veracity of the same. The Board is of the opinion
that the Independent Directors possess the requisite
qualifications, experience, and expertise and they hold
high standards of integrity.

The Independent Directors complied with the Code
for Independent Directors prescribed in Schedule IV to
the Act and also confirmed that their registration with
the databank of Independent Directors maintained by
the Indian Institute of Corporate Affairs complies with
the requirements of the Companies (Appointment and
Qualifications of Directors) Rules, 2014.

cc. CEO and CFO Certification

Pursuant to Regulation 17(8) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the CEO and CFO certification as specified in Part
B of Schedule II thereof is annexed to the Corporate
Governance Report. The Managing Director & CEO
and the Chief Financial Officer of the Company also
provide quarterly certification on Financial Results
while placing the Financial Results before the Board in
terms of Regulation 33 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

dd. Code of Conduct for Directors and Senior
Management Personnel

The Code of Conduct for Directors and Senior
Management Personnel is posted on the Company''s
website. The Managing Director & CEO of the Company
has given a declaration that all Directors have affirmed

compliance with the code of conduct with reference
to the financial year ended on March 31, 2025. The
declaration is annexed to the Corporate Governance
Report.

ee. Disclosure regarding compliance of applicable
Secretarial Standards

The Company has complied with all the mandatorily
applicable secretarial standards issued by The Institute
of Company Secretaries of India and approved by
the Central Government under Section 118(10) of the
Companies Act, 2013.

ff. Conservation of Energy, Technology Absorption,
Foreign Exchange Earnings and Outgo

The Detailed report on Conservation of Energy,
Technology Absorption, Foreign Exchange Earnings
and Outgo is annexed as "Annexure-IV".

gg. Risk Assessment and Management

Risk is the part of the every one''s life, while running
any business there are many kind of risk is involved,
to minimize the business risk and all the factors that
will negativity effects the organization every company
tries to follows a certain procedure for the forecasting
of the risk and the Board of Directors has adopted a
Risk Management Policy. Under the Policy, regular and
active monitoring of business activities is undertaken
for identification, assessment and mitigation of
potential internal and external risks. The Company''s
Risk Management Policy is https://avglogistics.com/
uploads/policies/Policy_For_Risk.pdf

hh. Fraud Reporting

There was no fraud reported by the Auditors of the
Company under Section 143(12) of the Companies Act,
2013, to the Audit Committee or the Board of Directors
during the year under review.

ii. Disclosure under Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal )
Act, 2013 and Internal Complaints Committee

The Company has zero tolerance for sexual harassment
in the workplace and redressal of sexual harassment
pursuant to the requirement under Sexual Harassment
of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013, and the rules thereunder
an Internal Complaints Committee has been duly
constituted by the Company and the composition of
the same is disclosed in the Anti-Sexual Harassment
Policy which is posted on the website of the Company
under the link :- https://avglogistics.com/uploads/
policies/POSH_policy.pdf

The details required as per Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 are as follows:-

No case was filed under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013 during the year under review.

(a) Number of complaints of sexual harassment
received in the year: NIL

(b) Number of complaints disposed off during the
year : NIL

(c) Number of cases pending for more than ninety
days : NIL

(d) Details on the number of awareness programs
conducted : 1

(e) the action taken by the employer against
complaints : Not Applicable

jj. Particulars of Loans, Guarantees and Investments

The Company has duly complied with the provision
of Section 186 of the Companies Act, 2013 during
the period. The details of loans, guarantees and
investments are disclosed in the Financial Statements.

kk. Details of significant and material orders passed
by the regulators/courts/ tribunals impacting
the going concern status and the Company''s
operations in future

During the period under review, there were no
significant and material orders passed by any regulator/
court/tribunal impacting the going concern status and
the Company''s operations in future.

ll. Disclosure as per Maternity Benefits Act, 1961.

Company is committed to ensure the welfare and
rights of its employees, recognizes the importance of
supporting female employees and ensuring a safe,
supportive, and compliant work environment. Board
affirm that the company fully complies with the
provisions outlined in the Maternity Benefit Act, 1961.

mm. Management Discussion and Analysis Report

Management Discussion and Analysis Report for the
year 2024-25, as stipulated under Regulation 34(2)
(e) of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015 forming part of this Annual Report, and gives

detail of overall industry structure, developments
performance and state of affairs of the Company''s
operations during the year.

nn. Particulars of Employees

The information required under Section 197(12) of the
Companies Act, 2013 read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is annexed herewith as
"Annexure-V".

oo. Reporting of any process initiated under the
Insolvency and Bankruptcy Code, 2016 (IBC)

During the financial year 2024-2025 under review,
the Company has not filed any application or by any
financial or operational creditor against the Company
under the Insolvency and Bankruptcy Code, 2016
before National Company Law Tribunal.

pp. Secretarial Audit Report

Secretarial Auditor''s Report for the financial year 2024¬
25 issued by Secretarial Auditor M/s K Vivek & Co. is
annexed herewith as "Annexure-VI"

qq. Corporate Social Responsibility

The annual report on corporate social responsibility is
annexed herewith as "Annexure-VII"

rr. Details of difference between amount of the

valuation done at the time of one time settlement
and the valuation done while taking loan from
the Banks or Financial Institutions along with the
reasons thereof

Company has not undergone any settlement for this
reporting period

ss. Details of any failure to implement any Corporate
Action

During the financial year 2024-2025 under review, the
Company has not failed to implement any corporate
action within the specified time Limit as declared under
Section 125 of the Companies Act, 2013 and relevant
rules made there under.

Acknowledgement

Your Directors place on record their sincere thanks and
appreciation for the continuing support of financial
institutions, consortium of banks, vendors, clients,
investors, Central Government, State Governments and
other regulatory authorities. Directors also place on record
their heartfelt appreciation for employees of the Company
for their dedication and contribution.

For AVG LOGISTICS LIMITED

Chartered Accountants

ICAI Firm Registration No. 105047W

Sd/- Sd/-

SANJAY GUPTA ASHA GUPTA

MANAGING DIRECTOR WHOLE TIME DIRECTOR

DIN:00527801 DIN:02864795

Date: 14.08.2025
Place: Delhi

---

Mar 31, 2024

Your Directors have the pleasure in presenting the 15th Annual Report on the business and operations of the Company along with the Audited Financial Statements (Standalone and Consolidated) of the Company for the financial year ended March 31,2024.

Amount in INR Lakhs

Particulars	Standalone		Consolidated
	31st March, 2024	31st March 2023	31st March, 2024	31st March 2023
Income
Revenue from operations	47976.20	42710.82	47988.86	42710.82
Other Income	1118.37	278.69	1118.37	278.69
	49094.57	42989.51	49107.23	42989.51
Expenses
Operating Expenses	34014.80	29406.42	34013.30	29406.42
Employee Benefit Expense	1692.06	1658.26	1706.90	1658.26
Finance Costs	2810.31	3075.98	2810.31	3075.98
Depreciation and Amortization Expense	3833.97	3580.00	3838.69	3580.00
Other Expenses	3885.23	4150.86	3894.98	4150.86
Total Expenses	46236.36	41871.52	46264.18	41871.52
Profit before exceptional and extraordinary items and tax	2858.21	1117.99	2843.05	1117.99
Exceptional item	1423.21	-	1394.28	-
Profit before tax	4281.42	1117.99	4237.33	1117.99
Tax expense:
(1) Current tax	664.89	441.80	664.89	441.80
(2) Adjustment for earlier years	0	0	0	0
(3) Deferred Tax	344.14	(110.48)	346.33	(110.48)
Profit for the year	3272.39	786.67	3226.11	786.67
Share of profit/ (loss) from associate	-	-	(34.00)	47.86
Share of profit /(loss) from enterprise	-	-	(0.03)	(.17)
Profit for the period	3272.39	786.67	3192.08	834.36
Earning per equity share (nominal value of Share '' 10 (P.Y. '' 10)
(1) Basic & Diluted	27.34	6.68	26.66	7.09

Operations and State of Affairs of the Company

Your Company focus is to provide timely and satisfactory service to its clients, resulting thereby expanding successfully its business across the country.

Your Board of Directors are delighted to inform you that with a view to give meaning to its expansion plan, the Company has been making constant efforts for developing requisite infrastructure as well as utilizing advance means of technology for exercising better and effective control on its operation as well as movements of its fleet. Revenue

of the Company for the financial year 2023-24 stands at '' 47976.20 Lakhs in comparison to '' 42710.82 Lakhs in 2022-23 and the Profit before tax for the year Increased to '' 4281.42 Lakhs during the year as compared to '' 1117.99 Lakhs in financial year 2022-23.

Your Company intensified its efforts in the area of service specification and market penetration as a result of which your Company continued to expand its presence for logistics and warehousing services. The performance of the Company during the financial year 2023-24 validated

the initiatives undertaken by AVG''s Management towards betterment.

Consolidated Financial Statements

Pursuant to Section 129(3) of the Companies Act, 2013, the Consolidated Financial Statements of the Company prepared in accordance with Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and Indian Accounting Standard 110 on Consolidated Financial Statements are provided in the Annual Report.

Dividend

Your Directors recommended a final dividend of Re. 1.2/-per equity share on the Company''s 1,36,57,720 equity shares for the financial year 2023-24 in its meeting held on May 29, 2024. The dividend payment is subject to approval of members at the ensuing Annual General Meeting. The dividend pay-out is in accordance with the Dividend Distribution Policy of the Company.

The Dividend Distribution Policy of the Company can be accessed at http://www.avglogistics.com/upload/ document/document_231732122.pdf.

Outlook and Expansion

Your Company''s outlook remains favourable on account of continuous processes strengthening, growing brand popularity, customer shift from un-organised to organised market coupled with support from customers, employees, shareholders, creditors, dealers, lenders and other stakeholders. The Company''s vision is to broad-base its services portfolio towards a one-stop solution and position itself as an Sustainable, Reliable, Integrated logistics for India''s top businesses. The Company''s pan-India network ensures an easy availability of services in almost every part of India.

State of the Affairs of the Company

a. Segment-wise position of business and its operations

The Company''s business activity falls primarily into one segment only i.e. Logistics solutions. The Company operates mainly in Transportation, warehousing business and other value added services. Hence, it has only one reportable segment and separate disclosures are not required.

b. Change in status of the company

During the Year under review there was no Change in the Status of the Company.

c. Change in the financial year

During the Financial Year 2023-2024 under review, the Company has followed uniform financial year from 1^st April of every year to 31^st March.

d. Capital expenditure

During the Year under review, your Company entailed a capital expenditure of INR 5225.32 Lakhs in Tangible assets.

Transfer to General Reserve

During the period, No amount has been transferred to general reserve.

Directors and Key Managerial Personnel

The Company has a professional Board with an optimum combination of executive and non- executive Directors who bring to the table the right mix of knowledge, skills and expertise. The Board provides strategic guidance and direction to the Company in achieving its business objectives and protecting the interest of stakeholders.

As on March 31, 2024, the Board of the Company comprises of 7 (Seven) directors, For the financial year 2023-24, the Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16 and 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All the Independent Directors of the Company have complied with the requirement of inclusion of their names in the databank of Independent Directors maintained by Indian Institute of Corporate Affairs. In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Sanjay Gupta (DIN: 00527801) Managing Director of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

None of the Directors of your Company are disqualified under the provisions of Section 164(2)(a) & (b) of the Companies Act, 2013.

s. No.	Directors and KMPs	Designation
1.	Mr. Sanjay Gupta	Managing Director and CEO
2.	Mrs. Asha Gupta	Whole Time Director
3.	Mr. Pawan Kant	Non Executive Independent Director
4.	Mr. Susheel Kumar Tyagi	Non Executive Independent Director
5.	Mr. Shyam Sunder Soni	Non Executive Independent Director
6.	Mr. Ankit Jain	Non Executive Non Independent Director
7.	Mr. Apurva Chamaria	Non Executive Non Independent Director
8.	Mr. Himanshu Sharma	Chief Financial Officer
9.	Mr. Mukesh Nagar	Company Secretary

Changes in Share Capital

The Authorized Share Capital of the Company has been increased from '' 1200.00 Lakhs to 1700.00 Lakhs during the reporting period. As on March 31, 2024, the Authorized Share Capital of the Company is INR 1,700.00 Lakhs divided into 170 Lakhs equity shares of INR 10 each. No further issue of capital was made during the year under review.

The Issued, Subscribed and Paid-up Share Capital of the Company is INR 13,65,77,200.

The equity shares of the Company are listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE).

Disclosure under Section 43(a)(ii) of The Companies Act, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is included in the report.

Disclosure under Section 54(1)(d) of The Companies Act, 2013:

The Company has not issued any Sweat Equity Shares during the year under review and hence the provisions of Section 54(1 )(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 are not applicable.

Disclosure under Section 62(1)(b) of The Companies Act, 2013:

The Company does not have any Employees Stock Option

Scheme and hence the provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 are not applicable.

Disclosure under Section 67(13) of the Companies Act, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

Debentures/Bonds/Warrants or Any Non-Convertible Securities

During the period the Company has issued 14,75,000 convertible warrants on July 15, 2023 and 8,05,000 convertible warrants on February 27, 2024.

Except the above Company has not issued any debentures, bonds, or any non-convertible securities during the period.

CREDIT RATING OF SECURITIES

During the Financial Year 2023-2024 under review, the Company has not taken or issued any bonds or any debt instruments and neither has obtained any credit rating from any credit rating agencies.

Investor Education and Protection Fund (IEPF)

Company does not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds required to be transferred to Investor Education and Protection Fund (IEPF).

Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 25(3) & (4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors in their meeting held on February 27, 2024 have evaluated the performance of NonIndependent Directors, Chairperson of the Company after considering the views of the Executive and Non-Executive Directors, if any, Board as a whole and assessed the quality, quantity and timeliness of flow of information between the Company''s Management and the Board.

The Nomination, Remuneration & Compensation Committee ("NRC") has also carried out evaluation of performance of every Director of the Company. On the basis of evaluation made by the Independent Directors and NRC and by way of individual and collective feedback from the Non-Independent Directors, the Board has carried out the Annual Performance Evaluation of the Directors individually as well as evaluation of the working of the Board as a whole and Committees of the Board.

Meetings of the Board

The Board of Directors of the Company met 9 (Nine) times during the FY 2023-24. The details of the Board Meetings with regard to their dates and attendance of each of the Directors thereat have been provided in the Corporate Governance Report.

Audit Committee

As on March 31,2024, the Audit Committee of the Company comprised of two Independent Directors and one executive director with Mr. Pawan Kant as Chairman and Mr. Susheel Kumar Tyagi and Mr. Sanjay Gupta, Managing Director & CEO of the Company as a member. 6 meeting of the Audit Committee held during the financial year under review.

The Committee, inter alia, reviews the Financial Statements before they are placed before the Board, the Internal Control System and reports of Internal Auditors and compliance of various Regulations. The brief terms of reference of the Committee and the details of the Committee meetings are provided in the Corporate Governance Report.

Nomination and Remuneration Committee

As on March 31, 2024 The Committee comprise of 3 NonExecutive Independent Directors Mr. Susheel Kumar Tyagi as Chairman, Mr. Pawan Kant and Mr. Shyam Sunder Soni as Member. 2 meeting of the Nomination & Remuneration committee were conducted during the financial year 202324. The NRC Committee inter alia, identifies persons who are qualified to become directors and who may be appointed in senior management. The brief terms of reference of the NRC Committee and the details of the NRC Committee meetings are provided in the Corporate Governance Report.

Stakeholders'' Relationship Committee

As on March 31, 2024, the Stakeholders'' Relationship Committee comprises of 2 Independent Directors Mr. Pawan Kant as chairman and Mr. Susheel Kumar Tyagi as member and one Executive Director Mr. Sanjay Gupta as member. 1 meeting of the Stakeholders'' Relationship committee was conducted during the financial year 202324. The Committee, inter alia, reviews the grievance of the security holders of the Company and redressal thereof. The brief terms of reference of the Committee and the details of the Committee meetings are provided in the Corporate Governance Report.

Operational Committee

As on March 31, 2024, Operational Committee of Board comprise of 2 Executive Director Mr. Sanjay Gupta and Mrs. Asha Gupta and 1 Independent Director Mr. Susheel Kumar Tyagi. Operational Committee met 6 times during the financial year 2023-24. Brief terms of reference of the

Committee and the details of the Committee meetings are provided in the Corporate Governance Report.

Vigil Mechanism

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has framed a ''Whistle Blower Policy'' to establish Vigil Mechanism for directors and employees to report genuine concerns. The policy is revised from time to time to align it with applicable regulations or organisations suitability. The latest policy is available on the website of the Company and the web link of the same is provided in the Corporate Governance Report. This policy provides a process to disclose information, confidentially and without fear of reprisal or victimization, where there is reason to believe that there has been serious malpractice, fraud, impropriety, abuse or wrong doing within the Company. The Company ensures that no personnel have been denied access to the Chairperson of the Audit Committee.

Statement in respect of adequacy of Internal Financial Controls with reference to the Financial Statements

The Directors had laid down Internal Financial Controls procedures to be followed by the Company which ensure compliance with various policies, practices and statutes in keeping with the organization''s pace of growth and increasing complexity of operations for orderly and efficient conduct of its business.

The Audit Committee of the Board, from time to time, evaluated the adequacy and effectiveness of internal financial control of the Company with regard to the following:-

1. Systems have been laid to ensure that all transactions are executed in accordance with management''s general and specific authorization. There are well-laid manuals for such general or specific authorization.

2. Systems and procedures exist to ensure that all transactions are recorded as necessary to permit preparation of Financial Statements in conformity with Generally Accepted Accounting Principles or any other criteria applicable to such statements and to maintain accountability for aspects and the timely preparation of reliable financial information.

3. Access to assets is permitted only in accordance with management''s general and specific authorization. No assets of the Company are allowed to be used for personal purposes, except in accordance with terms of employment or except as specifically permitted.

4. The existing assets of the Company are verified/ checked at reasonable intervals and appropriate action is taken with respect to differences, if any.

5. Proper systems are in place for prevention and detection of frauds and errors and for ensuring adherence to the Company''s policies.

Policy on Nomination and Remuneration

The summary of Remuneration Policy of the Company prepared in accordance with the provisions of Section 178 of the Companies Act, 2013 read with Regulation 19 and also read with Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in the Corporate Governance Report. The Remuneration Policy is approved by the Board of Directors and is uploaded on the website of the Company. The policy can be accessed at http://www.avglogistics.com/upload/ document/document_654807423.pdf.

Particulars of contracts or arrangements with related parties

During the financial year under review, the Company has not entered into any materially significant related party transaction. Related party transactions entered into were approved by the audit committee and the Board, from time to time and are disclosed in the notes to accounts of the financial statements forming part of this Annual Report.

The Board has approved a Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions which has been uploaded on the Company''s website. The web-link to Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is as under http://www.avglogistics.com/upload/document/ document_177459394.pdf.

Directors'' Responsibility Statement

In terms of the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Directors state that:

a) In preparation of the annual accounts for the financial year ended March 31, 2024, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) The Directors have selected such Accounting Policies as listed in the Financial Statements and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year as on March 31, 2024 and of the profits of the Company for that period;

c) The Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies

Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a going concern basis;

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

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

Maintenance of Cost Records

Pursuant to sub-section (1) of Section 148 of the Companies Act, 2013, the maintenance of Cost Records as specified by the Central Government is not required by the Company and accordingly such accounts and records are not made and maintained by the Company.

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 relate and the date of the report There have been no other material changes and commitments affecting the financial position of the Company since the close of financial year ended March 31, 2024 and to the date of this report except specified wherever applicable and it is hereby confirmed that there has been no change in the nature of business of the Company.

Details of revision of financial statement or the Board''s Report

During the Financial Year 2023-2024 under review, the Company has not revised its financial statement or the Board''s Report in respect of any of the three preceding financial years either voluntarily or pursuant to the order of any judicial authority.

Public deposits

During the period under review, the Company did not invite or accept any deposits from the public in terms of Chapter V of the Companies Act, 2013.

AUDITORS

a) Statutory Auditor

In accordance with Section 139 of the Companies Act, 2013 and Rules made thereunder, Members at the 9th

Annual General meeting of the Company approved the appointment of Statutory Auditors M/s MSKA & Associates, Chartered Accountants (FRN 105047W), for a period of five (5) consecutive years starting from F.Y. 2018-19 to 2022-23.

The Board of Directors the their meeting on August 14, 2023 and Shareholders at their Meeting held on September 29, 2023 approved the Re-appointment of M/s MSKA & Associates, Chartered Accountants (FRN 105047W), for a period of five (5) consecutive years starting from financial year 2023-24 to 2027-28, the said appointment is subject to the shareholders approval the ensuing Annual General Meeting of the Company.

The Statutory Auditors'' Report on the Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31,2024 forms part of this Annual report. The Statutory Auditors have not reported any frauds under Section 143(12) of the Act.

b) Internal Auditor

Pursuant to Section 1 38 of the Companies Act, 201 3 & rules made thereunder, in the meeting of Board of Directors held on November 10, 2023, M/s AVVS Co. LLP were appointed as Internal Auditors of the company for the Financial Year 2023-24.

c) Secretarial Auditor

Pursuant to the provision of the Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014, the board appointed M/s. K Vivek & Co., practicing Company Secretaries, to conduct Secretarial Audit of the Company for the financial year 2023- 2024 in the board meeting held on August 14, 2023.

d) Cost Auditor

The provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 and Rule 14 of the Companies (Audit and Auditor) Rules, 2014 are not applicable for the business activities carried out by the Company.

Annual Return

The Annual Return of the Company as on March 31, 2024 is available on the Company''s website and can be accessed at www.avglogistics.com.

Corporate Governance Report

A detailed Report on Corporate Governance for the financial year 2023-24 is annexed herewith Annexure-III, pursuant to the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 and a Certificate on compliance with the conditions of Corporate Governance from practicing company secretary is annexed to this report.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the financial year 2023-24, pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given as a separate statement in the Annual Report.

CEO and CFO Certification

Pursuant to Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the CEO and CFO certification as specified in Part B of Schedule II thereof is annexed to the Corporate Governance Report. The Managing Director & CEO and the Chief Financial Officer of the Company also provide quarterly certification on Financial Results while placing the Financial Results before the Board in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Code of Conduct for Directors and Senior Management Personnel

The Code of Conduct for Directors and Senior Management Personnel is posted on the Company''s website. The Managing Director & CEO of the Company has given a declaration that all Directors have affirmed compliance with the code of conduct with reference to the financial year ended on March 31,2024. The declaration is annexed to the Corporate Governance Report.

Disclosure regarding compliance of applicable Secretarial Standards

The Company has complied with all the mandatorily applicable secretarial standards issued by The Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The Detailed report on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo is annexed as "Annexure-IV".

Risk Assessment and Management

Risk is the part of the every one''s life, while running any business there are many kind of risk is involved, to minimize the business risk and all the factors that will negativity effects the organization every company tries to follows a certain procedure for the forecasting of the risk and the Board of

Directors has adopted a Risk Management Policy. Under the Policy, regular and active monitoring of business activities is undertaken for identification, assessment and mitigation of potential internal and external risks. The Company''s Risk Management Policy is http://www.avglogistics.com/upload/ document/document_2103954823.pdf

Fraud Reporting

There was no fraud reported by the Auditors of the Company under Section 143(12) of the Companies Act, 2013, to the Audit Committee or the Board of Directors during the year under review.

Internal Complaints Committee

Pursuant to the requirement under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, an Internal Complaints Committee has been duly constituted by the Company and the composition of the same is disclosed in the Anti-Sexual Harassment Policy which is posted on the website of the Company under the link http://www.avglogistics.com/upload/document/POSH%20 policy.pdf Anti-Sexual-Harassment-Policy.pdf

Particulars of Loans, Guarantees and Investments

The Company has duly complied with the provision of Section 186 of the Companies Act, 2013 during the year under review. The details of loans, guarantees and investments are disclosed in the Financial Statements.

Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

No case was filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 during the year under review.

Details of significant and material orders passed by the regulators/courts/ tribunals impacting the going concern status and the Company''s operations in future

During the period under review, there were no significant and material orders passed by any regulator/court/tribunal impacting the going concern status and the Company''s operations in future.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year 2023-24, as stipulated under Regulation 34(2)(e) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached as "Annexure-V" forming part of this Annual Report, and

gives detail of overall industry structure, developments performance and state of affairs of the Company''s operations during the year.

Particulars of Employees

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as "Annexure-VI".

Reporting of any process initiated under the Insolvency and Bankruptcy Code, 2016(IBC)

During the financial year 2021-2022 under review, the Company has not passed or filed any resolution/application or by any financial or operational creditor against the Company under the Insolvency and Bankruptcy Code, 2016 before National Company Law Tribunal.

Secretarial Audit Report

Secretarial Auditor''s Report for the financial year 2023-24 issued by Secretarial Auditor M/s K Vivek & Co. is annexed herewith as "Annexure-VII"

Corporate Social Responsibility

The annual report on corporate social responsibility is annexed herewith as "Annexure-VIII"

Details of any failure to implement any Corporate Action

During the financial year 2023-2024 under review, the Company has not failed to implement any corporate action within the specified time Limit as declared under Section 125 of the Companies Act 2013 and relevant rules made there under.

Acknowledgement

Your Directors place on record their sincere thanks and appreciation for the continuing support of financial institutions, consortium of banks, vendors, clients, investors, Central Government, State Governments and other regulatory authorities. Directors also place on record their heartfelt appreciation for employees of the Company for their dedication and contribution.

For AVG LOGISTICS LIMITED

Chartered Accountants

ICAI Firm Registration No. 105047W

Sd/- Sd/-

SANJAY GUPTA ASHA GUPTA

MANAGING DIRECTOR WHOLE TIME DIRECTOR

DIN:00527801 DIN:02864795

Date: 14.08.2024 Place: Delhi

---

Mar 31, 2023

The Directors have the pleasure in presenting the 14th Annual Report on the business and operations of the Company along with the Audited Financial Statements (Standalone and Consolidated) of the Company for the financial year ended March 31,2023.

Amount in INR Lakhs
Particulars	Standalone		Consolidated
	March 31, 2023	March 31, 2022	March 31, 2023	March 31, 2022
Income
Revenue from operations	42,710.82	43,207.67	42,710.82	43,207.67
Other Income	278.69	65.33	278.69	65.33
	42,989.51	43,273.00	42,989.51	43,273.00
Expenses
Operating Expenses (Including the amount of Consumptions)	29,406.42	35,013.34	29,406.42	35,013.34
Employee Benefit Expense	1,658.26	1,606.60	1,658.26	1,606.60
Finance Costs	3,075.98	1,456.78	3,075.98	1,456.78
Depreciation and Amortisation Expense	3,580.00	637.34	3,580.00	637.34
Other Expenses	4,150.86	3,712.49	4,150.86	3,712.49
Total Expenses	41,871.52	42,426.54	41,871.52	42,426.54
Profit before exceptional and extraordinary items and tax	1117.99	846.46	1117.99	846.46
Prior period expense	-	-	-	-
Profit before tax	1,117.99	846.46	1,117.99	846.46
Tax expense:
(1) Current tax	441.80	120.82	441.80	120.82
(2) Adjustment for earlier years	0	202.28	0	202.28
(3) Deferred Tax	(110.48)	(76.81)	(110.48)	(76.81)
Profit for the year	786.67	600.16	786.67	600.16
Share of profit/ (loss) from associate	-	-	47.86	2.17
Share of profit /(loss) from enterprise	-	-	(17)
Profit for the period	786.67	600.16	834.36	602.33
Earning per equity share (nominal value of Share INR 10 (p.Y. INR 10)
(1) Basic	6.68	5.10	7.09	5.12
(2) Diluted	6.68	5.10	7.09	5.12

OPERATIONS AND STATE OF AFFAIRS OF THE COMPANY

Your Company focus is to provide timely and satisfactory service to its clients, resulting thereby expanding successfully its business across the country.

Your Board of Directors are delighted to inform you that with a view to give meaning to its expansion plan, the Company has been making constant efforts for developing requisite infrastructure as well as utilising advance means of technology for exercising better and effective control on its operation as well as movements of its fleet. Revenue of

the Company for the financial year 2022-23 stands at INR 42710.82 Lakhs in comparison to INR 43,207.67 Lakhs in FY 2022 and the Profit before tax for the year Increased to INR 1,117.99 Lakhs during the year as compared to INR 846.46 Lakhs in financial year 2021-22.

Your Company intensified its efforts in the area of service specification and market penetration as a result of which your Company continued to expand its presence for logistics and warehousing services. The performance of the Company during the financial year 2022-23 validated the initiatives undertaken by AVG''s Management towards betterment.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Section 129(3) of the Companies Act, 2013, the Consolidated Financial Statements of the Company prepared in accordance with Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and Indian Accounting Standard 110 on Consolidated Financial Statements are provided in the Annual Report.

DIVIDEND

Your Directors recommended a final dividend of Re. 1/- per equity share on the Company''s 1,17,75,271 equity shares for the financial year 2022-23 in its meeting held on June 03, 2023. The dividend payment is subject to approval of members at the ensuing Annual General Meeting. The dividend pay-out is in accordance with the Dividend Distribution Policy of the Company.

The Dividend Distribution Policy of the Company can be accessed at http://www.avglogistics.com/upload/ document/document_231732122.pdf

OUTLOOK AND EXPANSION

Your Company''s outlook remains favourable on account of continuous processes strengthening, growing brand popularity, customer shift from un-organised to organised market coupled with support from customers, employees, shareholders, creditors, dealers and lenders and other stakeholders. The Company''s vision is to broad-base its services portfolio towards a one-stop solution and position itself as an integrated surface and logistics solution provider. The Company''s pan-India network ensures an easy availability of services in almost every part of India. The Company enjoys a presence all over India. During the year Company has acquired the PTL (Part Truck Load) business of PCG Logistics Private Limited.

STATE OF THE AFFAIRS OF THE COMPANYa. Segment-wise position of business and its operations

The Company''s business activity falls primarily into one segment only i.e. Logistics solutions. The Company operates mainly in Transportation, warehousing business and other value added services. Hence, it has only one reportable segment and separate disclosures are not required.

b. Change in status of the company

During the Year under review there was no Change in the Status of the Company.

c. Change in the financial year

During the Financial Year 2022-2023 under review, the Company has followed uniform financial year from April 01, of every year to March 31, .

d. Capital expenditure

During the Year under review, your Company entailed a capital expenditure of INR 1,157.36 Lakhs in Tangible assets.

TRANSFER TO GENERAL RESERVE

The Board of Directors at their meeting held on June 03, 2023 proposed to transfer INR 786.66 Lakh to the General Reserve.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company has a professional Board with an optimum combination of executive and non- executive Directors who bring to the table the right mix of knowledge, skills and expertise. The Board provides strategic guidance and direction to the Company in achieving its business objectives and protecting the interest of stakeholders.

As on March 31,2023, the Board of the Company comprises of 5 (five) directors, however after the closure of financial year 2022-23 and before the date of this report, Mr Ankit Jain and Mr Apurva Chamaria appointed as Non-Executive Director of the Company with effect from April 03, 2023 and July 04, 2023 respectively and Mr Himanshu Sharma was appointed as Chief Financial officer of the Company with effect from August 17, 2023 in accordance with the provisions of Companies Act, 2013 (''Act'') & relevant provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Consequently as on date of this report Board of the Company comprise of 7 (Seven) directors

For the financial year 2022-23, the Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16 and 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All the Independent Directors of the Company have complied with the requirement of inclusion of their names in the databank of Independent Directors maintained by Indian Institute of Corporate Affairs. In accordance with the provisions of Section 152 of the Companies Act, 2013

CHANGES IN SHARE CAPITAL

As on March 31, 2023, there is no change in the Authorised Share Capital of the Company. As on March 31, 2023, the Authorised Share Capital of the Company is INR 1,200.00 Lakhs divided into 120 Lakhs equity shares of INR 10 each. No further issue of capital was made during the year under review.

The Issued, Subscribed and Paid-up Share Capital of the Company is INR 11,77,52,710.

The equity shares of the Company are listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE).

Disclosure under Section 43(a)(ii) of The Companies Act, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is included in the report.

Disclosure under Section 54(1)(d) of The Companies Act, 2013:

The Company has not issued any Sweat Equity Shares during the year under review and hence the provisions

and the Articles of Association of the Company, Mr Sanjay Gupta (DIN: 00527801) Managing Director of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

None of the Directors of your Company are disqualified under the provisions of Section 164(2)(a) & (b) of the Companies Act, 2013.

S. No.	Directors and KMPs	Designation
1.	Mr Sanjay Gupta	Managing Director and CEO
2.	Mrs Asha Gupta	Whole Time Director
3.	Mr Pawan Kant	Non Executive Independent Director
4.	Mr Susheel Kumar Tyagi	Non Executive Independent Director
5.	Mr Shyam Sunder Soni	Non Executive Independent Director
6.	Mr Ankit Jain	Non Executive Non Independent Director
7.	Mr Apurva Chamaria	Non Executive Non Independent Director
8.	Mr Himanshu Sharma	Chief Financial Officer
9.	Mr Mukesh Nagar	Company Secretary

of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 are not applicable.

Disclosure under Section 62(1)(b) of The Companies Act, 2013:

The Company does not have any Employees Stock Option Scheme and hence the provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 are not applicable.

Disclosure under Section 67(13) of the Companies Act, 2013:

During the year under review, there were no instances of nonexercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

Debentures/Bonds/Warrants or Any Non-Convertible Securities

During the Year under review, the Company has not issued any debentures, bonds, warrants or any non-convertible securities. However after the Closure of financial year and as on date of this report Company has issued and allotted 14,75,000 warrants convertible into equity shares of face value INR 10/- each.

CREDIT RATING OF SECURITIES

During the Financial Year 2022-2023 under review, the Company has not taken or issued any bonds or any debt instruments and neither has obtained any credit rating from any credit rating agencies.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Company does not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds required to be transferred to Investor Education and Protection Fund (IEPF).

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 25(3) & (4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors in their meeting held on January 31, 2023 have evaluated the performance of Non-Independent Directors, Chairperson of the Company after considering the views of the Executive and Non-Executive Directors, if any, Board as a whole and assessed the quality, quantity and timeliness of flow of information between the Company''s Management and the Board.

The Nomination, Remuneration & Compensation Committee ("NRC") has also carried out evaluation of performance of

member. 1 meeting of the Stakeholders'' Relationship committee was conducted during the financial year 202223. The Committee, inter alia, reviews the grievance of the security holders of the Company and redressal thereof. The brief terms of reference of the Committee and the details of the Committee meetings are provided in the Corporate Governance Report.

OPERATIONAL COMMITTEE

The Company constituted an Operational Committee pursuant to the provision of the Companies Act, 2013 at the Board Meeting held on September 02, 2019. Committee comprise of 2 Executive Director Mr Sanjay Gupta and Mrs Asha Gupta and 1 Independent Director Mr Susheel Kumar Tyagi. Operational Committee met 3 times during the financial year 2022-23.

VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has framed a ''Whistle Blower Policy'' to establish Vigil Mechanism for directors and employees to report genuine concerns. The policy is revised from time to time to align it with applicable regulations or organisations suitability. The latest policy is available on the website of the Company and the web link of the same is provided in the Corporate Governance Report. This policy provides a process to disclose information, confidentially and without fear of reprisal or victimisation, where there is reason to believe that there has been serious malpractice, fraud, impropriety, abuse or wrong doing within the Company. The Company ensures that no personnel have been denied access to the Chairperson of the Audit Committee.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Directors had laid down Internal Financial Controls procedures to be followed by the Company which ensure compliance with various policies, practices and statutes in keeping with the organisation''s pace of growth and increasing complexity of operations for orderly and efficient conduct of its business.

The Audit Committee of the Board, from time to time, evaluated the adequacy and effectiveness of internal financial control of the Company with regard to the following:-

1. Systems have been laid to ensure that all transactions are executed in accordance with management''s

every Director of the Company. On the basis of evaluation made by the Independent Directors and NRC and by way of individual and collective feedback from the NonIndependent Directors, the Board has carried out the Annual Performance Evaluation of the Directors individually as well as evaluation of the working of the Board as a whole and Committees of the Board.

MEETINGS OF THE BOARD

The Board of Directors of the Company met 5 (five) times during the FY 2023. The details of the Board Meetings with regard to their dates and attendance of each of the Directors thereat have been provided in the Corporate Governance Report.

AUDIT COMMITTEE

As on March 31,2023, the Audit Committee of the Company comprised of two Independent Directors and one executive director with Mr Pawan Kant as Chairman and Mr Susheel Kumar Tyagi and Mr Sanjay Gupta, Managing Director & CEO of the Company as a member. 5 meeting of the Audit Committee held during the financial year under review.

The Committee, inter alia, reviews the Financial Statements before they are placed before the Board, the Internal Control System and reports of Internal Auditors and compliance of various Regulations. The brief terms of reference of the Committee and the details of the Committee meetings are provided in the Corporate Governance Report.

NOMINATION AND REMUNERATION COMMITTEE

The Company constituted a Nomination & Remuneration Committee pursuant to the provision of Section 178 of the Companies Act, 2013 at the Board Meeting held on February 06, 2018 and further the Committee was reconstituted on November 13, 2019 and on April 03, 2023. The Committee comprise of 3 Non-Executive Independent Directors Mr Susheel Kumar Tyagi as Chairman, Mr Pawan Kant and Mr Shyam Sunder Soni as Member. 1 meeting of the Nomination & Remuneration committee was conducted during the financial year 2022- 23. The NRC Committee inter alia, identifies persons who are qualified to become directors and who may be appointed in senior management. The brief terms of reference of the NRC Committee and the details of the NRC Committee meetings are provided in the Corporate Governance Report.

STAKEHOLDERS'' RELATIONSHIP COMMITTEE

As on March 31, 2023, the Stakeholders'' Relationship Committee comprises of 2 Independent Directors Mr Pawan kant as chairman and Mr Susheel Kumar Tyagi as member one Executive Director Mr Sanjay Gupta as

general and specific authorisation. There are well-laid manuals for such general or specific authorisation.

2. Systems and procedures exist to ensure that all transactions are recorded as necessary to permit preparation of Financial Statements in conformity with Generally Accepted Accounting Principles or any other criteria applicable to such statements and to maintain accountability for aspects and the timely preparation of reliable financial information.

3. Access to assets is permitted only in accordance with management''s general and specific authorisation. No assets of the Company are allowed to be used for personal purposes, except in accordance with terms of employment or except as specifically permitted.

4. The existing assets of the Company are verified/ checked at reasonable intervals and appropriate action is taken with respect to differences, if any.

5. Proper systems are in place for prevention and detection of frauds and errors and for ensuring adherence to the Company''s policies.

POLICY ON NOMINATION AND REMUNERATION

The summary of Remuneration Policy of the Company prepared in accordance with the provisions of Section 178 of the Companies Act, 2013 read with Regulation 19 and also read with Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in the Corporate Governance Report. The Remuneration Policy is approved by the Board of Directors and is uploaded on the website of the Company. The policy can be accessed at http://www.avglogistics.com/upload/ document/document_654807423.pdf.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The related party transactions that were entered into during the financial year 2022-23, were on arm''s length basis and in ordinary course of business. During the year under review, the Company has not entered into any arrangement / transaction with related parties which could be considered as material in accordance with Section 188 (1) of the Companies Act, 2013. The particulars of contracts or arrangements with related parties in Form AOC-2 as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed herewith as "Annexure-II". There is no materially significant related party transactions entered into by the Company which may have potential conflict with the interest of the Company.

The Board has approved a Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions which has been uploaded on the Company''s website. The web-link to Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is as under http://www.avglogistics.com/upload/document/ document_177459394.pdf.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Directors state that:

a) In preparation of the annual accounts for the financial year ended March 31,2023, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) The Directors have selected such Accounting Policies as listed in the Financial Statements and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year as on March 31, 2023 and of the profits of the Company for that period;

c) The Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a going concern basis;

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

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

MAINTENANCE OF COST RECORDS

Pursuant to sub-section (1) of Section 148 of the Companies Act, 2013, the maintenance of Cost Records as specified by the Central Government is not required by the Company and accordingly such accounts and records are not made and maintained by the Company.

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 RELATE AND THE DATE OF THE REPORT

The Board approved the acquisition of warehouse from M/s. M A Enterprise at their meeting held on June 03, 2023, shareholder''s have also approved the said transaction at their meeting held on June 30, 2023. The Board of Directors have also consented at their meeting on July 15, 2023 for allotment of 14,75,000 Convertible warrants to Promoter and Non-promoter category at an issue price of INR 222.60/-.

There have been no other material changes and commitments affecting the financial position of the Company since the close of financial year ended March 31, 2023 and to the date of this report except specified wherever applicable and it is hereby confirmed that there has been no change in the nature of business of the Company.

DETAILS OF REVISION OF FINANCIAL STATEMENT OR THE BOARD''S REPORT

During the Financial Year 2022-2023 under review, the Company has not revised its financial statement or the Board''s Report in respect of any of the three preceding financial years either voluntarily or pursuant to the order of any judicial authority.

PUBLIC DEPOSITS

During the period under review, the Company did not invite or accept any deposits from the public in terms of Chapter V of the Companies Act, 2013.

AUDITORSa) Statutory Auditor

In accordance with Section 139 of the Companies Act, 2013 and Rules made thereunder, Members at the 9th Annual General meeting of the Company approved the appointment of Statutory Auditors M/s MSKA & Associates, Chartered Accountants (FRN 105047W), for a period of five (5) consecutive years starting from F.Y. 2018-19 to 2022-23.

The Board of Directors the their meeting on August 14, 2023 approved the Re-appointment of M/s MSKA & Associates, Chartered Accountants (FRN 105047W), for a period of five (5) consecutive years starting from financial year 2023-24 to 2027-28, the said

appointment is subject to the shareholders approval the ensuing Annual General Meeting of the Company.

The Statutory Auditors'' Report on the Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31,2023 forms part of this Annual report. The Statutory Auditors have not reported any frauds under Section 143(12) of the Act.

b) Internal Auditor

Pursuant to Section 138 of the Companies Act, 2013 & rules made thereunder, in the meeting of Board of Directors held on August 29, 2022, M/s AASM & Co. was appointed as Internal Auditors of the Company for the Financial Year 2022-23.

c) Secretarial Auditor

Pursuant to the provision of the Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014, the board appointed M/s. K Vivek & Co., practicing Company Secretaries, to conduct Secretarial Audit of the Company for the financial year 2022- 2023 in the board meeting held on August 29, 2022.

d) Cost Auditor

The provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 and Rule 14 of the Companies (Audit and Auditor) Rules, 2014 are not applicable for the business activities carried out by the Company.

ANNUAL RETURN

The Annual Return of the Company as on March 31,2023 is available on the Company''s website and can be accessed at www.avglogistics.com.

CORPORATE GOVERNANCE REPORT

A detailed Report on Corporate Governance for the financial year 2022-23 is annexed herewith Annexure-III, pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and a Certificate on compliance with the conditions of Corporate Governance from practicing company secretary is annexed to this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the financial year 2022-23, pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given as a separate statement in the Annual Report.

CEO AND CFO CERTIFICATION

Pursuant to Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the CEO and CFO certification as specified in Part B of Schedule II thereof is annexed to the Corporate Governance Report. The Managing Director & CEO and the Chief Financial Officer of the Company also provide quarterly certification on Financial Results while placing the Financial Results before the Board in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT PERSONNEL

The Code of Conduct for Directors and Senior Management Personnel is posted on the Company''s website. The Managing Director & CEO of the Company has given a declaration that all Directors have affirmed compliance with the code of conduct with reference to the financial year ended on March 31,2023. The declaration is annexed to the Corporate Governance Report.

DISCLOSURE REGARDING COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

The Company has complied with all the mandatorily applicable secretarial standards issued by The Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Detailed report on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo is annexed as "Annexure-IV".

RISK ASSESSMENT AND MANAGEMENT

Risk is the part of the every one''s life, while running any business there are many kind of risk is involved, to minimise the business risk and all the factors that will negativity effects the organisation every company tries to follows a certain procedure for the forecasting of the risk and the Board of Directors has adopted a Risk Management Policy. Under the Policy, regular and active monitoring of business activities is undertaken for identification, assessment and mitigation of potential internal and external risks. The Company''s Risk Management Policy is http://www.avglogistics.com/ upload/document/document_2103954823.pdf

FRAUD REPORTING

There was no fraud reported by the Auditors of the Company under Section 143(12) of the Companies Act, 2013, to the Audit Committee or the Board of Directors during the year under review.

CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE

Pursuant to the requirement under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, an Internal Complaints Committee has been duly constituted by the Company and the composition of the same is disclosed in the Anti-Sexual Harassment Policy which is posted on the website of the Company under the link http://www.avglogistics.com/upload/document/ POSH%20policy.pdf Anti-Sexual-Harassment-Policy.pdf

Particulars of Loans, Guarantees and Investments

The Company has duly complied with the provision of Section 186 of the Companies Act, 2013 during the year under review. The details of loans, guarantees and investments are disclosed in the Financial Statements.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

No case was filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 during the year under review.

Details of significant and material orders passed by the regulators/courts/ tribunals impacting the going concern status and the Company''s operations in future

During the period under review, there were no significant and material orders passed by any regulator/court/tribunal impacting the going concern status and the Company''s operations in future.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year 2022-23, as stipulated under Regulation 34(2) (e) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached as "Annexure-V" forming part of this Annual Report, and gives detail of overall industry structure, developments performance and state of affairs of the Company''s operations during the year.

Particulars of Employees

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as "Annexure-VI".

Reporting of any process initiated under the Insolvency and Bankruptcy Code, 2016(IBC)

During the financial year 2021-2022 under review, the Company has not passed or filed any resolution/application or by any financial or operational creditor against the Company under the Insolvency and Bankruptcy Code, 2016 before National Company Law Tribunal.

Secretarial Audit Report

Secretarial Auditor''s Report for the financial year 2022-23 issued by Secretarial Auditor M/s K Vivek & Co. is annexed herewith as "Annexure-VII"

Corporate Social Responsibility

The annual report on corporate social responsibility is annexed herewith as "Annexure-VIII"

Details of any failure to implement any Corporate Action

During the financial year 2021-2022 under review, the Company has not failed to implement any corporate action within the specified time Limit as declared under Section 125 of the Companies Act 2013 and relevant rules made there under.

ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks and appreciation for the continuing support of financial institutions, consortium of banks, vendors, clients, investors, Central Government, State Governments and other regulatory authorities. Directors also place on record their heartfelt appreciation for employees of the Company for their dedication and contribution.

---

Mar 31, 2018

DIRECTORS'' REPORT

To

The Members,

The Directors are pleased to present their 09th Annual Report on the business and operations of the Company together with the audited statement of accounts for the financial period ended March 31st, 2018.

1. BUSINESS AND OPERATION

The Company is in the business of transportation of goods, warehousing, and logistics as well as consultancy services to other logistics companies.

2. FINANCIAL SUMMARY/HIGHLIGHTS

Particulars	Amount
	31st March 2018	31st March 2017
Income
Revenue from operations	2,24,33,32,891	1,94,74,49,690
Other Income	43,73,920	11,38,346
Total Revenue	2,24,77,06,811	1,94,85,88,036
Expenses
Operating Expenses	1,79,75,53,064	1,63,48,59,556
Employee Benefit Expense	11,11,40,254	6,81,53,065
Finance Costs	6,37,91,754	5,49,38,107
Depreciation and Amortization Expense	5,69,99,295	4,77,49,868
Other Expenses	9,79,65,250	7,77,78,286
Total Expenses	2,12,74,49,616	1,88,34,78,881
Profit before Tax (PBT)	12,02,57,195	6,51,09,155
Tax expense:
Current tax	4,89,03,982	2,15,27,040
Deferred Tax	(41,12,125)	(14,63,153)
Net Profit after Tax	7,54,65,337	4,50,45,268
Earning per equity share (nominal value of Share Rs. 10 (P.Y. Rs 10)
Basic	10.47	6.25
Diluted	10.47	6.25

3.THE STATE OF THE COMPANY''S AFFAIRS

Your Company is engaged in Logistics and Transportation Business. Since Incorporation there has been considerable growth in the Business of the Company and with in the short span of time it has successfully established its brand image in the logistics and transportation business. In the beginning of current financial year the company has decided to go for IPO and successfully listed its securities on SME platform of National Stock Exchange of India Limited (NSE).

Your Board of Directors are delighted to inform you that for the year ended 31.03.2018 the revenue of the company has been increased by 15% i.e. Rs. 224 crores as compared to 195 crores in last F.Y.. Further P.B.T. has increased by 85% i.e. 12 crores as compared to 6.5 crores in last year. Accordingly the P.A.T. has also increased by 67% i.e. 7.6 crores as compared to 4.5 crores in the last year. Since, your company has been providing satisfactory services to our valued clients thus successfully expanding its business by adding new blue chip and MNC Clients for eg. Greenply Industries, LT Foods, Nestle India, Amara Raja Batteries, Mondelez India Foods etc. and expected very good business in the years to come. Besides the company continuously increasing own fleet in order to give meaning to its expansion plan and added 21 refrigerated vehicles and 12 dry vehicles during first two months of the F.Y. 18-19 as well as continuously adding new vehicles to cater the needs of our clients. Your Directors are expecting very good results by the end of the current F.Y. i.e. 18-19.

4. CASH FLOW STATEMENT

As required under Regulation 34(2) and Regulation 53(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Cash Flow Statement is attached to the Balance Sheet along with Auditor''s Report.

5. HOLDING COMPANY

The Company doesn''t have any holding company.

6. CHANGE IN STATUS OF THE COMPANY

The company has been converted from private limited to public limited vide special resolution passed by the members at the Extra Ordinary General Meeting held on 19.01.2018 and fresh certificate of incorporation was issued by the Registrar of Companies on 21.02.2018. Thus consequent to conversion of the company the name of the company changed from AVG Logistics Private Limited to AVG Logistics Limited.

7. BOARD''S EVALUATION

In compliances with the provisions of Section 134(3)(p) of the Act read with Rule 8(4) of the Companies (Accounts) Rules, 2014, the Board carried out Annual Evaluation of its own performance, that of its Committees and individual directors. The performance of Board and its committees was evaluated by the board after seeking input from all the directors on the basis of the criteria, such as composition and structure of the Board, quality of deliberations, effectiveness of the procedures adopted by the Board, participation at the Board and committee meetings, governance reviews etc. Performance of individual directors was evaluated on the basis of criteria like transparency, analytical abilities, qualifications, leadership qualities, experience, participation in the long-term strategic planning and responsibilities shouldered. 8. DIRECTORS AND KEY MANAGERIAL PERSONNEL During the year following changes have occurred in directors and key managerial personnel:

1. Mr. Sanjay Gupta (DIN: 00527801) director was appointed as Managing Director cum Chief Executive Officer (CEO) of the company at the Board Meeting held on 26.12.2017 and consent of the members has been taken at the Extraordinary Meeting held on 19.01.2018.

2. Mrs. Asha Gupta (DIN: 02864795) director was appointed as Whole-Time Director of the company at the Board Meeting held on 26.12.2017 and consent of the members has been taken at the Extraordinary Meeting held on 19.01.2018.

3. Mr. Arun Kumar Goel (Chartered Accountant) was appointed as Chief Financial Officer (CFO) at the Board Meeting held on 20.01.2018.

4. Ms. Parul Jain bearing Membership No 50066, was appointed as Company Secretary & Compliance Officer of the company at the Board meeting held on 20.01.2018.

5. Mr. Suresh Kumar Jain (DIN: 05103064) were appointed as Independent directors at Extraordinary Meeting held on 31.01.2018.

6. Mr. Bishwa Nath Shukla (DIN: 02257584) was appointed as Independent director of the company at Extraordinary Meeting held on 31.01.2018.

7. Mr. Shyam Sundar Soni was appointed as director of the company, who shall be liable to retire by rotation at Extraordinary Meeting held on 31.01.2018.

As per section 152(6)(a) Mrs. Asha Gupta, whole time director is liable to be retire by rotation at the ensuing Annual General Meeting and, being eligible, offers herself for re-appointment.

9. EXTRACT OF ANNUAL RETURN AS PROVIDED UNDERSECTION92(3)IN FORM NO. MGT-9

Extract of Annual Return in Form MGT-9 containing details as on the financial year ended 31st March, 2018 as required under Section 92(3) of the Companies Act, 2013 read with The Companies (Management and Administration) Rules 2014, is annexed herewith as Annexure-A which forms part of this report and the same is uploaded over website of the Company as per Section 134 of the Companies Act, 2013 under link http://avglogistics.com/investors.html.

10. NUMBER OF MEETING OF THE BOARD

Total 27 meetings of Board of Directors were held during the year on following dates:-

S. No.	DATE
1	13.04.2017
2	24.04.2017
3	28.04.2017
4	11.05.2017
5	26.05.2017
6	05.06.2017
7	12.06.2017
8	01.08.2017
9	01.08.2017
10	02.08.2017
11	10.08.2017
12	11.09.2017
13	15.09.2017
14	29.09.2017
15	06.11.2017
16	01.12.2017
17	11.12.2017
18	16.12.2017
19	18.12.2017
20	20.12.2017
21	26.12.2017
22	02.08.2017
23	20.01.2018
34	01.02.2018
25	06.02.2018
26	23.02.2018
27	14.03.2018

11. DIRECTORS'' RESPONSIBILITY STATEMENT Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(a) In the preparation of the Annual Financial Statements for the year ended March 31, 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures if any;

(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 as at March 31, 2018and of the Profit and Loss of the company for that period ended on that date;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 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;

(e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(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.

12. A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149.

All the Independent Directors have confirmed to the Board that they meet the criteria of independence as specified under Sectionl49(6) of the Act and that they qualify to be independent directors pursuant to the Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014. They have also confirmed that they meet the requirements of ''Independent Director'' as mentioned under Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements Regulations, 2015. The confirmations were placed before and noted by the Board.

13. IN CASE OF A COMPANY COVERED UNDER SUBSECTION (1) OF SECTION 178. COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS. POSITIVE ATTRIBUTES. INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178.

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration as laid down in section 178 of the Companies Act, 2013.

14. NOMINATION AND REMUNERATION COMMITTEE

The company constituted and Nomination & Remuneration Committee pursuant to the provision of Section 178 of the Companies Act, 2013 at the board meeting held on 06.02.2018.

The following persons are members of the Nomination and Remuneration committee:

1. Mr. Suresh Kumar Jain (DIN: 05103064) Independent Director (Chairman of committee);

2. Mr. Bishwa Nath Shukla; (DIN: 02257584) Independent Director (Member of committee) and

3. Mr. Shyam Sunder Soni (DIN: 00396429) (Member of committee)

15. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

As the company is not having any subsidiary/joint venture/Associate Companies, the details in terms of Section 134 (3) (q) read with Rule 8 (5) (iv) of the Companies (Accounts) Rules, 2014are nil.

16. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION. RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE— (I) BY THE AUDITOR IN HIS REPORT: AND

There are no qualifications, reservations, adverse remarks or disclaimers made by M/s. Prakash K. Prakash, Statutory Auditors in their Audit Report. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the financial year 2017-18.

(I) BY THE COMPANY SECRETARY IN PRACTICE IN HIS SECRETARIAL AUDIT REPORT:

There are no qualifications, reservations, adverse remarks or disclaimers made by M/s. S.K. Gaur & Associates, Company Secretaries in Practice, in his Secretarial Audit Report except certain compliances complied with by paying additional fees or penalty. 17. PARTICULARS OF LOANS. GUARANTEES OR

INVESTMENTS UNDER SECTION 186: (a) Loan given by the company during financial year 2017-18

s. No.	NAME OF THE COMPANY	AS AT 31.03.2018	MAXIMUM BALANCE DURING YEAR
1		N.A.

(b) Investment made by the company during the financial year 2017-2018

S. No.	NAME OF THE COMPANY	AS AT 31.03.2018
1	NDR AVG LOGISTICS LLP	1,55,00,000

18. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS.

Your Company has put in place adequate internal financial controls with reference to the financial statements, some of which are outlined below: Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and relevant provisions of the Companies Act, 1956, to the extent applicable. A system of strict internal control, including suitable monitoring procedures has always believed that transparency, systems and controls are important factors in the success and growth of any organization. The Company has an adequate system of internal control supported by an extensive programme of internal control; and systems are established to ensure that financial and other records are reliable for preparing financial statements. The internal controls existing in the Company are considered to be adequate vis-a-vis the business requirements. Your Company ensures adequacy with its current size and business, to ensure operational efficiency, protection and conservation of resources, accuracy and promptness in financial reporting and compliance of laws and regulations. It is supported by the internal audit process and will be enlarged to be adequate with the growth in the business activity.

19. BOARD''S EVALUATION

In compliances with the provisions of Section 134(3)(p) of the Act read with Rule 8(4) of the Companies (Accounts) Rules, 2014, the Board carried out annual evaluation of its own performance, that of its Committees and individual directors.

The performance of Board and its committees was evaluated by the Board after seeking input from all the directors on the basis of the criteria, such as composition and structure of the Board, quality of deliberations, effectiveness of the procedures adopted by the Board, participation at the Board and committee meetings, governance reviews etc. Performance of individual directors was evaluated on the basis of criteria like transparency, analytical abilities, qualifications, leadership qualities, experience, participation in the long-term strategic planning and responsibilities shouldered.

20. HUMAN RESOURCE DEVELOPMENT

The Company recognizes that its employees are its principal assets and that it''s continued growth is dependent upon the ability to attract and retain quality people. The Company also recognizes the importance of providing training and development opportunities to its people to enhance their skills and experiences, which in turn enables the company to achieve its business objectives. The morale of employees continued to remain high during the year contributing positively to the progress of the Company. However aspirations of employees in India remain to be high. This is a challenge as only growth can fulfill these aspirations and in today''s market scenarios one has to perform extraordinarily to achieve growth. The Company has always provided a congenial atmosphere for work to all sections of the society. Your Company is committed (Prevention, Prohibition and Redressal) Act, 2013, the report on the details of the number of cases filed under Sexual Harassment and their disposal, during the calendar year 2017- 2018 is as under:

Number of cases pending as on the beginning of the financial year	NIL
Number of complaints filed during the financial year	NIL
Number of cases pending as on the end of the financial year	NIL

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUBSECTION (1) OF SECTION 188 IN THE PRESCRIBED FORM AOC-2:

As per the Requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has formulated a Policy on Related Party Transactions which is also available on Company''s website at www.avglogistics.com at a link http://avglogistics.com/pdf/policy/policy-on-related-party.pdf. The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and Related Parties. There have been no materially significant related

Directors, the management, the subsidiaries or the relatives except for those disclosed in the financial statements. Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) along with the justification for entering into such contract or arrangement is disclosed in the financials. All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arm''s Length basis. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 is disclosed in Form AOC-2 in Annexure-B is annexed to this report.

22. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year 2017-18, as stipulated under Regulation 34(2)(e) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached as Annexure-C forming part of this Annual Report, and gives detail of overall industry structure, developments performance and state of affairs of the Company''s operations during the year.

23. SECRETARIAL AUDIT

Pursuant the provision of the Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial personal) Rules, 2014, the board appointed CS S.K. Gaur & Associates, Practicing Company Secretaries Firm , to conduct Secretarial Audit of the Company for the financial year 2017- 2018. The Secretarial Audit report in Form MR-3 is attached as Annexure-D and forms part of this report. The Secretarial Audit Report is self explanatory and no comments are required to be given on the same except compliances pertaining to payment of stamp duty as on 31st day of March, 2018 on issuance of equity shares and it was explained to the Secretarial auditor that the company has filed all the requisite documents with the revenue department for payment of stamp duty and matter is pending with SDM.

24. RISK MANAGEMENT POLICY

The risk management framework of the company defines roles and responsibilities for arriving at risk rating criteria for assessing risk impact, likelihood of risks and effectiveness of mitigations plans. The process includes identifications of risks involved in various areas, zeroing on ''risk that matter'', assessing mitigation plan and preparedness to face'' risk that matter''

25. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTIN RIGHTS. SWEAT EQUITY. ESOP ETC.

The company has not issued any equity shares with differential voting rights, Sweat Equity Shares or Shares to its employees under "Employee Stock Option Scheme" during the financial year.

26. THE AMOUNTS. IF ANY. WHICH IT PROPOSES TO CARRY TO ANY RESERVES:

The amount of surplus of Rs. 7,54,65,337/- (Rupees Seven Crores Fifty Four Lacs Sixty Five Thousand Three Hundred and Thirty Seven Only) of Profit and Loss account has been transferred to Reserve and Surplus account in the Balance Sheet and the final amount of reserve and surplus account as on 31.03.2018 is Rs. 22,39,12,271/-. Reserves of Rs. 2,96,80,000/- were utilized towards issue of bonus shares during the year.

27. DIVIDEND

With a view to give meaning to the expansion plans of the Business of the Company, your Directors do not recommend any dividend for the year under consideration.

28. MATTERS WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL PERIOD OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT.

There were following material changes that took place between the date of Balance Sheet and the date of Board''s Report.

1. Company came out with an Initial Public Offer comprising of 30,90,000 equity shares of Rs. 10/-each at a premium of Rs. 97/- per share . The offer was open from March 28, 2018 to April 03, 2018. The company received tremendous response from the market for its IPO and the issue got oversubscribed by 2.5times.

2. The company allotted 30,90,000 equity shares of Rs. 10/- each at a premium of Rs.97/- per equity share to the successful applicants as per the terms of the Prospectus and in consultation with the Merchant Bankers to the IPO in the Board Meeting held on 10.04.2018.

3. Equity Shares of the company were successfully listed with SME platform of National Stock Exchange-EMERGE w.e.f. 11.04.2018.

29. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO

A. CONSERVATION OF ENERGY

(i) The steps taken or impact on conservation of energy;

The operations of the Company are not energy-intensive. However, adequate measures have been initiated for conservation of energy.

(ii) The steps taken by the company for utilizing alternate sources of energy; Not applicable in view of the nature of activities carried on by the Company.

(iii) the capital investment on energy conservation equipment''s;

Not applicable in view of the nature of activities carried on by the Company.

B. TECHNOLOGY ABSORPTION

(i) The efforts made towards technology absorption;

-Company has used high technology backed ink in its product and doing all necessary efforts to do further advancement in this regard.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution;

-Company has been able to cater to the more security sensitive segment of customer through providing new technologies like track and trace.

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

-There is no import of technologies in the last three year.

(a) the details of technology imported; N.A.

(b) the year of import; :N.A.

(c) whether the technology been fully absorbed;

N.A.

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and-Not applicable

(iv) The expenditure incurred on Research and Development.- Not applicable

C. FOREIGN EXCHANGE EARNING AND OUTGO

S. No.	PARTICULARS	AMOUNT (LAKH)
1	FOREIGN EXCHANGE EARNING	NIL
2	FOREIGN EXCHANGE OUTGO	NIL

30. THE DETAILS ABOUT THE POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES TAKEN DURING THE YEAR:

As the company does not fall into any of the category mentioned thereunder, the provisions of Section 134 (3) (o) read with Section 135 and Rule 9 of Companies (Accounts) Rules, 2014 related with Corporate Social Responsibility are not applicable on the company till F.Y. 31.03.2018.

31. AUDIT COMMITTEE

The company constituted and Audit Committee pursuant to the provision of Section 177 of the Companies Act, 2013 at the board meeting held on 06.02.2018.

The following persons are members of the Audit committee:

1. Mr. Suresh Kumar Jain (DIN: 05103064) Independent Director (Chairman of committee);

2. Mr. Bishwa Nath Shukla; (DIN: 02257584) Independent Director (Member of committee) and

3. Mr. Sanjay Gupta (DIN: 00527801) Managing Director (Member of committee)

All the members of the Audit Company are financially literate.

32. STAKEHOLDERS RELATIONSHIP COMMITTEE

The company constituted and Stakeholders Relationship Committee pursuant to the provision of Section 178 of the Companies Act, 2013 at the board meeting held on 06.02.2018.

The following persons are members of the Stakeholders Relationship committee:

1. Mr. Suresh Kumar Jain (DIN: 05103064) Independent Director (Chairman of committee);

2. Mr. Bishwa Nath Shukla; (DIN: 02257584) Independent Director (Member of committee) and

3. Mr. Sanjay Gupta (DIN: 00527801) Managing Director (Member of committee)

33. THE DETAILS RELATING TO DEPOSITS. COVERED UNDER CHAPTER V OF THE ACT

(a) accepted during the year; NA

(b) remained unpaid or unclaimed as at the end of the year; NA

(c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved-

(i) at the beginning of the year; NA

(ii) maximum during the year; NA

(iii) at the end of the year; NA

(iv) the details of deposits which are not in compliance with the requirements of Chapter V of the Act; NA

34. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

There was no such order passed by any tribunal or court or regulator which may have impact upon the going concern status and company''s operations in future.

35. AUDITORS

M/s MSKA & Associates (Formerly known as M/s. MZSK & Associates), Chartered Accountants (FRN 105047W), duly considered and reviewed by the Audit Committee, is recommended by the BOD for appointment as Statutory

Auditor for a period of five (5) consecutive years starting from F.Y. 2018-19 to 2022-23 in place of M/s Prakash K. Prakash who has shown their unwillingness to continue as Statutory Auditor, in terms of Section 139 of The Companies Act, 2013. The Board of Directors, therefore, recommends appointment of statutory auditors of the company for the approval of Shareholders.

Your Company has received the Certificate from M/s. MSKA & Associates (Formerly known as M/s. MZSK & Associates), Chartered Accountants, regarding their eligibility for appointment as Statutory Auditors of the Company. Your Directors recommend their appointment as the Statutory Auditors of the Company.

36. CORPORATE GOVERNANCE

Since the Company Securities are listed on SME Emerge platform of NSE, by virtue of Regulation 15 of SEBI (Listing Obligation & Disclosure Requirements) Regulations 2015 the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V are not applicable to the Company. Hence Corporate Governance does not form part of this Board Report. However, with the increase in the competitive environment in all kind of business scenario, the concept of corporate governance becomes very popular. As such, the company always shown their interest in adopting business policies, strategies as well as laid down procedures to ensure the complete and comprehensive transparency in the operational activities of the company in almost every level of the organization and to have to the maximum possible extent the disclosure in order to introduce the philosophy of corporate governance in the organization. Besides, the company always adheres to all the applicable laws by ensuring timely compliances thereof as well as to have comprehensive disclosures by way of presenting various documentations, reports etc.

37. PARTICULARS OF EMPLOYEES

The information required pursuant to section 197 read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees is given below:

A. Persons employed throughout the Financial Year ended 31 March, 2018, who were in receipt of remuneration for the year in which the aggregate was not less than Rs. 1 Crores 2 lakhs /•
S.No.	Name	Design ation	Remuneration (Rs.]	Qualification	Experience	Date of Appointment
			N.A.

38. VIGIL MECHANISM

The company has established a Whistle Blower Policy which also incorporates a Vigil Mechanism in terms of the SEBI (LODR) Regulations, 2015 for directors and employees commensurate to the size and the business of the company to promote ethical behavior, actual or suspected fraud or violation of ourcode of conduct and ethics. Under the said mechanism, the employees are free to report violations of applicable laws and regulations and the code of conduct. It also provide for adequate safeguards against the victimization of persons who use such mechanism. The Whistle Blower Policy of the Company is also available on the website of the company at the link http://avglogistics.com/pdf/policv/vigil-mechanism-for-dorectors-and-employees.pdf. During the year, no whistle blower event was reported & mechanism is functioning well. Further, no personnel have been denied access to the Audit Committee.

39. POLICIES ADOPTED BY THE COMPANY

Your company has adopted various policies for the smooth working of the company which are as follows:

A. POLICY ON ARCHIVAL OF DOCUMENTS

This policy deals with the retention and archival of the corporate record, these records are prepared by the employees of the company under this policy any material information relating to the company shall be hosted on the website of the company for the investors and public and remain there for period of five year. The policy of the company for the access is available on this link http://avglogistics.com/pdf/policv/policv-on-archival.pdf.

B. CODE OF PRACTICE & PROCEDURE FOR FAIR DISCLOSURE

Certain code of practice is required from the senior management including the Board of Directors of the Company; they have to be abiding by the rules and laws applicable on the company for the good governance and business ethics. It describes their responsibility and accountability towards the company. Policy of the company relating to that is available on this link http://avglogistics.com/pdf/policv/code-of-practice-&-procedure.pdf.

C. NOMINATION AND REMUNERATION

Based on the recommendations of the Nomination and Remuneration Committee, the Board has approved the Remuneration Policy for Directors, KMP and all other employees of the Company. As part of the policy, the Company strives to ensure that:

a. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

b. Relationship between remuneration and performance is clear and meets appropriate performance benchmarks.

c. Remuneration to Directors, KMP and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

d. Policy relating to the nomination and remuneration of the company is available on the website of the company at the link http://avglogistics.com/pdf/policv/nomination-and-remuneration.pdf

D. PRESERVATION OF DOCUMENTS

The Corporate records need to be kept at the places and manner defined under the Act policy relating to that for the safe keeping of the documents is available at a link http://avglogistics.com/pdf/policv/policv-for-preservation.pdf

E. RELATED PARTY TRANSACTIONS

The Objective of the Policy is to set out:

a. The materiality thresholds for related party transactions;

b. The manner of dealing with the transactions between the Company and its related parties based on the Act.

c. your company adopted this policy for dealing with parties in a transparent manner available at this link http://avglogistics.com/pdf/policv/policv-on-related-party.pdf

F. RISK ASSESSMENT AND MANAGEMENT

Risk is the part of the every one''s life, while running any business there are many kind of risk is involved to minims the business risk and all the factors that will negativity effects the organization every company tries to follows a certain procedure for the forecasting of the risk and its management policy relating to this is available at a link http://avglogistics.com/pdf/policv/policv-for-risk.pdf

G. TERMS AND CONDITIONS FOR APPOINTMENT OF INDEPENDENT DIRECTORS Independent directors are the key part of the board according to the Schedule IV to the Companies Act, 2013 they are skilled, experienced and knowledgeable persons, they are required on the board to take improved and better decisions policy relating to the appointment will be help full for the board policy of the company is available at a link

http://avglogistics.com/pdf/poIicy/terms-&-condition-of-appointment.pdf

H. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Our Company is an equal opportunity provider and believes in providing opportunity and key positions to women professionals. At the same time, it has been an Endeavour of the Company to support women professionals through a safe, healthy and conducive working environment by creating and implementing proper policies to tackle issues relating to safe and proper working conditions for them. As per the provisions of section 21 and 22 of the Sexual Harassment of Women at Workplace the company in any manner a code of conduct is required for them for their unbiased comments regarding the working of the company. They will follow the code while imparting in any activity of the company policy deals with the code of conduct of the Independent Directors, their duties and responsibilities towards the company, is available ata link http://avglogistics.com/pdf/policv/policv-for-preservation-of-sexual-harassment.pdf

I. MATERIALITY POLICY

From the point of Listed entity, investors of the entity of the also expecting more and more information for the company, so under this policy the management of the company determines the material events of the company and disclosed them for their investors. Under this policy company may decide all those events and information which are material and important that is compulsory to be disclosed for the investors about the company, policy related to this is available at a link http://avglogistics.com/pdf/policv/materiality-policv.pdf

J. FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS

Under Familiarization programme all Independent Directors (IDs) inducted into the Board are given an orientation, presentations are made by Executive Directors (EDs) and Senior Management giving an overview of our operations, to familiarize the new IDs with the Company''s business operations. The new IDs are given an orientation on our products, group structure and subsidiaries, board constitution and procedures, matters reserved for the Board, and our major risks and risk management strategy. This policy includes to keep updated to the independent directors about the working of the company and projects in which company is involved various programme are conducted by the company for the IDs. The Policy on the Company''s Familiarization Programme for IDs can be accessed at a link http://avglogistics.com/pdf/policy/familiarization-programmes.pdf

40. ACKNOWLEDGEMENT

Your Directors wish to acknowledge the continued support and co-operation received from the Bankers, Clients and other Agencies and the Shareholders of the Company. Your Directors also acknowledge and appreciate the commitments and dedication of employees at all levels, which are so crucial for the growth of the business of the Company. FOR AVG LOGISTICS LIMITED

SAN JAY GUPTA
MANAGING DIRECTOR
DIN:00527801
ADD: 423, KANUNGO APTTS I.P EXTENSION PATPR GANJ DELHI 110092

ASHA GUPTA
WHOLE TIME DIRECTOR
DIN:02864795

ADD: H. NO. 423, KANUNGO APPTS. PLOT NO. 71, I.P.EXTN. PATPAR GANJ, NEW DELHI 110092

ARUN KUMAR GOEL
CHIEF FINANCIAL OFFICER
ADD: R-1/40SECTOR-I RAJ NAGAR GHAZIABAD 201001

PARUL JAIN

COMPANY SECRETARY

M.NO.:A50066

ADD: 85, GAJJUKATRA, BARA BAZAAR, SHAHDARA

DELHI 110032

ANNEXURE ''A1 TO BOARD REPORT

Form No. MGT - 9

EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON MARCH 31, 2O18

[Pursuant to section 9 2(3) of the Companies Ac t, 2013 and rule 12 (1) of the Companies (Management and Administration 1 Rules, 20141

I. REGISTRATION AND OTHER DETAILS;

i.	CIN	L60200DL2010PLC198327
ii.	Registration Date	25/01/2010
iii.	Name of the Company	AVG LOGISTICS LIMITED
iv.	Category/Sub-Category of the Company	Public Company
V.	Address of the Registered office and contact details	OFFICE NO 25, DDA MARKET, SAVITA VIHAR, DELHI 110092
vi.	Whether listed company	YES
vii.	Name, Address and Contact details of Registrar and Transfer Agent, if any	LINKINTIME INDIA PRIVATE LIMITED C-101, 247 Park, IBS Marg, Vikhroli West, Mumbai 400083, Maharashtra. Tel: [phone]; Fax: [phone] Website: www.linkintime.co.in

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company shall be stated:-

Sr. No.	Name and Description of main products/ services	NIC Code of the Product/ service	% to total turnover of the company
1	Transportation Services	99831162	83.65

II. PARTICULARS OF HOLDING. SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. No.	Name And Address Of The Company	CIN/GLN	Holding/ Subsidiary /Associate	% of shares held	Applicable Section
1.		N.A.

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) \.Category-wise Shareholding

Category of Shareholders	No. of Shares held at the beginning of the year				No. of Shares held at the end of the year				% Change during The year
	Demat	Physical	Total	% off Total Shares	Demat	Physical	Total	% of Total Shares
A. Promoter
1) Indian
a) Individual/ HUF		42,40,000	42,40,000	100		72,08,000	72,08,000	100
D) Central Govt
c) State Govt(s)
J) Bodies Corp
2) Banks /Fl
:) Any Other
Sub-total(A)(1):-		42,40,000	42,40,000	100		72,08,000	72,08,000	100
2) Foreign
g) NRIs-lndividuals
h) Other-Individuals
) Bodies Corp.
i) Banks /Fl
0 Any Other....
Sub-total(A)(2):-
B. Public Shareholding
1. Institutions
a) Mutual Funds
b) Banks /Fl
c) Central Govt
d) State Govt(s)
e) Venture Capital Funds
f) Insurance Companies
g) Flls
h) Foreign Venture Capital Funds
i) Others (specify)
Sub-total(B)(l)
2. Non Institutions
a) Bodies Corp.
(i) Indian
(ii) Overseas

a) Individuals
i) Individual
shareholders holding
nominall share capital
up to Rs. 1 Lakh
(ii) Individual
shareholders holding
lominal share capital
inn excess of Rs 1 Lakh
b) Others(Specify)
Sub-total(B)(2)
Total Public
Shareholding
C. Shares held by Custodian for GDRs
& ADRs
Grand Total		42,40,000	42,40,000	100		72,08,000	72,08,000	100
(A B C)

ii. Shareholding of Promoters

Sr. No	Shareholder''s Name	Shareholding at the beginning of the year			Shareholding at the end of the year
		No. of Shares	Ya of total Shares of the company	% of Shares Pledged / encumbered to total shares	Nlo. of Shares	% of total Shares of the company	% of Shares Pledged / encumbered to total shares	% change in share holding during the year
1.	Mr. Sanjay Gupta	7,25,000	17.10		12,32,500	17.10
2.	Mrs. Asha Gupta	32,25,000	76.06		54,82,500	76.06
3.	Mrs. Niti Gupta	2,90,000	06.84		4,89,000	06.84

iii. Change in Promoters'' Share holding (please specify, if there is no change

Sr. no		Shareholding at the beginning of the year		Cumulative Shareholding during the year
1.	NITI GUPTA	No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
	At the beginning of the year	2,90,000	06.84

	At the beginning of the year	2,90,000	06.84
	Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):
	Bonus Issue, 203000 Shares, 06.02.2018	2,03,000
	Transfer: 1. Vijay Garg 20.01.2018 1000 shares	-1,000
	2. Praveen Mahala 20.01.2018 1000 shares	-1,000
	3. Jagdish Sharma 20.01.2018 1000 shares	-1,000
	4. Vinayak Gupta 20.01.2018 1000 shares	-1,000
	At the End of the year	4,89,000	06.84

iv. Shareholding Pattern of top ten shareholders (Other than Directors, Promoters and Holders of GDRs and ADRs):

S. No.		Shareholding at the beginning of the year		Cumulative shareholding during the year
1.	Vijay Garg	No. of Shares	% of total shares of the company	No. of shares	% of total shares of the Company
	At the beginning of the year	-	-
	Date wise Increase / Decrease in Promoters	1,000
	Share holding during the year specifying the reasons for increase
	/ decrease (e.g. allotment / transfer / bonus/ sweat equity etc):
	20.01.2018, 1000 shares, transfer
	At the End of the year (or on the date of separation, if separated during the year)	1,000
2.	Praveen Mahala
	At the beginning of the year

	Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase/ decrease (e.g. allotment / transfer / bonus/ sweat equity etc): 20.01.2018, 1000 shares, transfer	1,000
	At the End of the year (or on the date of separation, if separated during the year)	1,000
3.	Jagdish Sharma
	At the beginning of the year
	Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): 20.01.2018, 1000 shares, transfer	1,000
	At the End of the year (or on the date of separation, if separated during the year)	1,000
4.	Vinayak Gupta
	At the beginning of the year	-	-
	Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): 20.01.2018, 1000 shares, transfer	1,000
	At the End of the year (or on the date of separation, if separated during the year)	1,000

v. Shareholding of Directors and Key Managerial Personnel:

S. No.		Shareholding at the beginning of the year		Cumulative shareholding during the year
1.	SANJAY GUPTA	No. of Shares	% of total shares of the company	No. of shares	% of total shares of the Company
	At the beginning of the year	7,25,000	17.10
	Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase	5,07,500
	/ decrease (e.g. allotment / transfer / bonus/ sweat equity etc):
	Bonus issue, 06.02.2018, 507500 shares

	At the End of the year (or on the date of separation, if separated during the year)	12,32,500	17.10
2.	ASHA GUPTA
		No. of Shares	% of total shares of the company	No. of shares	% of total shares of the Company
	At the beginning of the year	32,25,000	76.06
	Date wise Increase/ Decrease in Promoters Share holding during the year specifying the reasons for increase	22,57,500
	/ decrease (e.g. allotment / transfer / bonus/ sweat equity etc):
	Bonus issue, 06.02.2018, 2257500 shares
	At the End of the year (or on the date of separation, if separated during the year)	54,82,500	76.06

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

Secured Loans excluding deposits

Unsecured Loans

Deposits

Total Indebtedness

Indebtedness at the beginning of the financial year	15,00,45,337	37,25,000		15,37,70,337
i) Principal Amount
ii) Interest due but not paid
iii) Interest accrued but not
Total(i ii iii)	15,00,45,337	37,25,000	0	15,37,70,337
Change in Indebtedness during the				98,80,315
financial year
- Addition	1,36,05,315
- Reduction		-37,25,000
Net Change	1,36,05,315	-37,25, 000	0	98,80,315
Indebtedness at the	16,36,50,652	0		16,36,50,652
end of the financial year
i) Principal Amount
ii) Interest due but not paid
iii) Interest accrued but not due
Total (i ii iii)	16,36,50,652	0	0	16,36,50,652

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager

SI. No.	Particulars of Remuneration	Name of MD/WTD/ Manager		Total Amount
		Sanjay Gupta (M.D.)	Asha Gupta (W.T.D.)
1.	Gross salary	72,00,000	60,00,000	1,32,00,000
	(a)Salary as per provisions contained in section 17(1) of the Income-tax Act,1961
	(b)Value of perquisites u/s 17(2)lncome-tax Act, 1961
	(c)Profits in lieu of salary under section 17(3)lncome- tax Act,1961
2.	Stock Option
3.	Sweat Equity
4.	Commission - as % of profit - Others, specify...
5.	Others, please specify
6.	Total(A)	72,00,000	60,00,000	1,32,00,000
	Ceiling as per the Act

B. Remuneration to other directors:

SI. No.	Particulars of Remuneration	Name of MD/WTD/ Manager		Total Amount
		SURESH KUMAR JAIN	BISWANATH SHUKLA
	Independent Directors	40,000	40,000	80,000
	• Fee for attending board committee meetings •Commission •Others, please specify
	Total(l)	40,000	40,000	80,000
		SHYAM SUNDER SONI
	Other Non-Executive Directors	40,000		40,000
	• Fee for attending board committee meetings •Commission •Others, please specify
	Total(2)	40,000	0	40,000
	Total(B)=(1 2)	80,000	40,000	1,20,000
	Total Managerial Remuneration
	Overall Ceiling as per the Act

C. Remuneration to Key Managerial Personnel Other Than MD/ Manager/ WTD

SI. no.	Particulars of Remuneration	Key Managerial Personnel
		CEO	Company Secretary	CFO	Total
			PARUL JAIN	ARUN KUMAR GOEL
1.	Gross salary		47,000	5,37,096	5,84,096
	(a)Salary as per provisions contained in section 17(1) of the Income-tax Act,1961
	(b)Value of perquisites u/s 17(2)lncome-tax Act,1961
	(c)Profits in lieu of salary under section 17(3) lncome-tax Act,1961
2.	Stock Option
3.	Sweat Equity
4.	Commission
	- as % of profit
	-others specify
5.	Others, please specify
6.	Total		47,000	5,37,096	5,84,096

VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES:

Type	Section of the companies Act	Brief description	Details of Penalty/ Punishment/ Compounding fees imposed	Authority[RD /NOT/ Court]	Appeal made. If any(give details)
A. Company
Penalty
Punishment
Compounding
Penalty
Punishment
Compounding
C. Other Officers In Default
Penalty
Punishment
Compounding

FOR AVG LOGISTICS LIMITED
SANJAY GUPTA	ASH A GUPTA	ARUN KUMAR GOEL	PARUL JAIN
MANAGING DIRECTOR	WHOLE TIME DIRECTOR	CHIEF FINANCIAL OFFICER	COMPANY SECRETARY
DIN: 00527801 ADD: 423, KANUNGO APTTS I.P EXTENSION PATPR GANJ DELHI 110092	DIN: 02864795 ADD: H. NO. 423, KANUNGO APPTS. PLOT NO. 71, I.P. EXTN. PATPAR GANJ, NEW DELHI 110092	ADD: R-1/40SECTOR-I RAJ NAGAR GHAZIABAD 201001	M. NO.:A50066 ADD: 85, GAJJUKATRA, BARA BAZAAR, SHAHDARA DELHI 110032

ANNEXURE ''B1 TO BOARD REPORT

FORM NO. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arm''s length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arm''s length basis.

SL. No.	Particulars	Details
a)	Name (s) of the related party & nature of relationship	N.A.
b)	Nature of contracts/arrangements/transaction
c)	Duration of the contracts/arrangements/transaction
d)	Salient terms of the contracts or arrangements or transaction including the value, if any
e)	Justification for entering into such contracts or arrangements or transactions''
f)	Date of approval by the Board
g)	Amount paid as advances, if any
h)	Date on which the special resolution was passed in General meeting as required under first proviso to section 188

Details of contracts or arrangements or transactions at Arm''s length basis.

SL. No.	Particulars	Details
	Name (s) of the related party & nature of relationship	M.A. Enterprises Relationship: A firm, in which Mr. Sanjay Gupta , MD and Mrs. Asha Gupta, Director are partners.
	Nature of contracts/arrangements/transaction	Leasing of property
	Duration of the contracts/arrangements/transaction
	Salient terms of the contracts or arrangements or transaction including the value, if any	Rent Paid During The relevant period Rs. 70800.
	Date of approval by the Board
	Amount paid as advances, if any
	Name (s) of the related party & nature of relationship	PCG Logistics Pvt Ltd. Relationship: A Private Limited Company in which Mr. Sanjay Gupta , MD and Mrs. Asha Gupta, Director are Directors.
	Nature of contracts/arrangements/transaction	Availing of services
	Duration of the contracts/arrangements/transaction
	Salient terms of the contracts or arrangements or transaction including the value, if any	Lorry Freight paid during year 2887411
	Date of approval by the Board
	Amount paid as advances, if any

FOR AVG LOGISTICS LIMITED
SANJAY GUPTA MANAGING DIRECTOR DIN: 00527801 ADD: 423, KANUNGO APTTS I.P EXTENSION PATPR GANJ DELHI 110092	ASHA GUPTA WHOLE TIME DIRECTOR DIN: 02864795 ADD: H. NO. 423, KANUNGO APPTS. PLOT NO. 71, I.P. EXTN. PATPAR GANJ, NEW DELHI 110092	ARUN KUMAR GOEL CHIEF FINANCIAL OFFICER ADD: R-1/40 SECTOR-I RAJ NAGAR GHAZIABAD 201001	PARUL JAIN COMPANY SECRETARY M. NO.:A50066 ADD: 85, GAJJUKATRA, BARA BAZAAR, SHAHDARA DELHI 110032