FOR THE FINANCIAL YEAR 2024-25

Dear Shareholders,

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.

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 Rs 55081.39 Lakhs in comparison to Rs 47976.20 Lakhs in 2024-25 and the Profit after tax for the year 2024-25 stands at Rs 2,172.51 Lakhs as compared to Rs 3272.39 Lakhs in financial year 2023-24. The profit of the Company for the Financial year 203-24 included one time income of Rs 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:-

• 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.

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.

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

During the Financial Year 2024-2025 under review, the

Company has followed uniform financial year from 1st

April of every year to 31st March.

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

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

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.

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

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

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

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

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.

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

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

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.

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.

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.

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.

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.

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.

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.

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.

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

During the financial year under review, the Company has not entered into any materially significant 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

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, 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 havetakenproperandsufficient 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 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

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.

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.

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.

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.

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 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.

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.

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.

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.

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

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

Corporate Governance from practicing company secretary is annexed to this report.

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.

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.

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.

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.

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

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 potential internal and external risks. The Company's Risk Management Policy is https://avglogistics.com/ uploads/policies/Policy_For_Risk.pdf

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.

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

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.

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

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.

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.

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".

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.

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"

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

Company has not undergone any settlement for this reporting period

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.

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