AVG Logistics Limited — Proxy Solicitation & Information Statement 2023

Jun 23, 2023

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Date: 23.06.2023

BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001. Scrip Code: 543910

National Stock Exchange of India Limited Exchange Plaza, C-1, G Block, Bandra-Kurla Complex, Bandra (East), Mumbai – 400 051.

Scrip Code : AVG

Sub: Corrigendum to the Notice of the Extra-Ordinary General Meeting dated June 30, 2023

• Ref: (i) Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

• (ii) Our earlier intimation dated June 07, 2023

Dear Sir/Madam,

We enclose herewith Corrigendum to Notice of the Extra-Ordinary General Meeting dated June 03, 2023 (“ EGM Notice ”) of the Company, scheduled to be held on Friday, June 30, 2023 at 03:00 P.M, IST at 102, 1[st] Floor, Jhilmil Metro Complex, Delhi-110095.

A Corrigendum to the EGM Notice is being issued to inform the shareholders of the Company regarding the changes made in the EGM Notice.

This corrigendum forms an integral part of the EGM Notice and shall be read in conjunction with the EGM Notice. All other contents of the EGM Notice, save and except as modified by this communication, shall remain unchanged.

Kindly take the same on record.

Thanking You,

For AVG Logistics Limited

Sanjay Digitally signed by Sanjay Gupta Date: 2023.06.23 Gupta 12:54:28 +05'30'

_____ Sanjay Gupta Managing Director DIN: 00527801

Encl: as above.

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CORRIGENDUM TO THE NOTICE OF EXTRAORDINARY GENERAL MEETING

AVG Logistics Limited (“ Company ”) has issued a Notice dated June 03, 2023 for convening the 1[st] Extra-Ordinary General Meeting (“ EGM ”) of its members of the Company for the financial year 2023-24 which is scheduled to be held on Friday, June 30, 2023 at 3.00 P.M. at 102, 1st Floor, Jhilmil Metro Complex, Delhi-110095. The Notice of the EGM (“ EGM Notice” ) has been dispatched to the Shareholders of the Company in due compliance with the provisions of the Companies Act, 2013 read with rules and regulations made thereunder and other statutory provisions, if any, to the extent applicable. This Corrigendum to EGM Notice ( “Corrigendum” ) is being issued to give notice to amend/ include additional details as mentioned herein and pursuant to the provisions of SEBI ICDR Regulations:

1. In the Point D of Explanatory Statement for Item No. 1 and Item No 2 (The price at which the allotment is proposed and basis on which the price has been arrived at:) the following para should be substituted and read as under:

Report of Independent Registered Valuer:

Considering that the allotment shall be more than 5% of the post issue fully diluted share capital of the Company, to an allottee, the issue price of ₹ 222.60/- (Rupees Two Hundred Twenty Two and Paise Sixty Only) per Convertible Warrants to be issued and allotted to the proposed allottees has been fixed taking into account the valuation report dated June 03, 2023, issued by FCA Payal Gada, a Chartered Accountant (IBBI Regd. No. IBBI/RV/06/2019/11170), having office at S-15, 2nd floor, Sej Plaza, Marve Road, Malad (West), Mumbai-400064, Maharashtra), that certified the floor price of ₹ 222.57/(Rupees Two Hundred Twenty Two and Paise Fifty-Seven Only) in accordance with Regulation 166A of the ICDR Regulations (“ Valuation Report ”). The Valuation Report shall be available for inspection by the members and the same may be accessed on the company’s website at the link http://www.avglogistics.com/images/pdf/Valuation%20Report_AVG%20Logistics%20Limited.pdf.

The Equity Shares of the Company are listed on Stock Exchanges viz. BSE Limited (“ BSE ”) and National Stock Exchange of India Limited (“ NSE ”) and are frequently traded on NSE in accordance with the ICDR Regulations.

For the purpose of computation of the price per Equity Share, National Stock Exchange of India Limited , has the highest trading volume in respect of the Equity Shares of the Company, during the preceding 90 Trading days prior to the Relevant Date. The price at which Equity Shares shall be allotted shall not be less than higher of the following:

• (a) the 90 (Ninety) trading days volume weighted average price of the Equity Shares of the Company quoted on the NSE, preceding the Relevant Date, i.e. Rs. 191.09 (Rupees One Hundred Ninety One and Paise Nine only) per Equity Share;

• (b) the 10 (Ten) trading days volume weighted average price of the Equity Shares of the Company quoted on the NSE, preceding the Relevant Date, i.e. Rs. 222.57 (Rupees Two Hundred Twenty Two and Paise Fifty Seven only) per Equity Share.

Accordingly, the floor price in terms of Regulation 164 of the ICDR Regulation, is Rs. 222.57 per Convertible Warrants/Equity Share, being higher of the above two prices and the issue of price Rs. 222.60 is justified in terms of the ICDR Regulations.

Also, the Article 10(1)(c) of the Articles of Association of the Company, categorically mentions that the pricing of preferential issue is to be determined by valuation report of a Registered Valuer. However, there is no specific methodology prescribed under that aforesaid Article.

The issue price is Rs. 222.60 per Convertible Warrants is higher than the minimum floor price of Equity Shares arrived at by the Registered Valuer, in accordance with the provisions of Chapter V of the ICDR Regulations and also in terms of the Articles of Association of the Company.

Adjustments for Warrants: The price determined above and the number of Equity Shares to be allotted on exercise of the Warrants shall be subject to appropriate adjustments, as permitted under applicable rules, regulations and laws as applicable from time to time.

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1. In the Explanatory Statement (Refer Annexure A) on page no. 33 of the EGM Notice, should be substituted and read as under:

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Post Preferential
Pre Preferential Preferential
Shareholding Pattern
Shareholding Pattern Issue
Sr. (Proposed)
Category of Shareholders
No. No. of Convertible % of
% of No. of Equity
Equity warrants to Holding
Shares Holding be allotted Shares ()
A Promoter and Promoter Group
1 Indian
a Individuals/Hindu undivided Family 72,09,200 61.22 8,50,000 80,59,200 60.82
b Financial Institutions/ Banks - - - - -
c Any Other (specify) - - - - -
Sub-Total (A)(1) 72,09,200 61.22 8,50,000 80,59,200 60.82
2 Foreign
a Individuals Individuals/ Foreign Individuals) (Non-Resident - - - - -
b Government - - - - -
c Institutions - - - - -
d Foreign Portfolio Investor - - - - -
e Any Other (specify) - - - - -
Sub-Total (A)(2) - - - - -
Total Shareholding of Promoter
and Promoter Group (A)= 72,09,200 61.22 8,50,000 80,59,200 60.82
(A)(1)+(A)(2)
Public Shareholder
1 Institutions - - - - -
a Mutual Funds/ - - - - -
b Venture Capital Funds - - - - -
c Alternate Investment Funds 27,30,700 23.19 - 27,30,700 20.61
d Foreign Venture Capital Investors - - - - -
e Foreign Portfolio Investors 21,600 0.18 - 21,600 0.16
f Financial Institutions/ Banks - - - - -
g Insurance Companies - - - - -
h Provident Funds/ Pension Funds - - - - -
i Any Other (specify) - - - - -
Sub-Total (B)(1) 27,52,300 23.37 - 27,52,300 20.77
Central Government/ State
2 - - - - -
Government(s)/ President of India
Sub-Total (B)(2) - - - - -
3 Non-institutions
A Individuals 13,08,840 11.12 4,00,000 17,08,840 12.90
B NBFCs registered with RBI - - - - -
C Employee Trusts - - - - -
Overseas Depositories (holding DRs)
D (balancing figure) - - - - -
E Any Other (specify) - - - - -
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Hindu Undivided Family 73,440 0.62 1,00,000 1,73,440 1.31
Trusts - - - - -
Non-Resident Indians Non Repatriable 6,425 0.05 - 6,425 0.05
Non-Resident Indians 16,590 0.14 - 16,590 0.13
LLP 1,69,854 1.44 - 1,69,854 1.28
Clearing Member 2,804 0.02 - 2,804 0.02
Bodies Corporate 2,35,818 2.00 1,25,000 3,60,818 2.72
Unclaimed or Suspense or Escrow Account - - - - -
Sub-Total (B)(3 ) 18,13,771 15.40 6,25,000 24,38,771 18.41
Total Public Shareholding (B)=
45,66,071 38.78 6,25,000 51,91,071 39.18
(B)(1)+(B)(2)+(B)(3)
Total shareholding (A+B) 1,17,75,271 100.00 14,75,000 1,32,50,271 100.00
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This Corrigendum to the EGM Notice shall form an integral part of the EGM Notice, which has already been circulated to the Shareholders of the Company and on and from the date hereof, the Notice of EGM shall always be read in conjunction with this Corrigendum. All the defined terms used in the Corrigendum have same meaning as ascribed to them in the EGM Notice.

This Corrigendum is also being published in the National Daily Newspaper and Regional Daily Newspaper at the place where registered office of the Company is situated and will also be made available on website of both the stock exchanges i.e. BSE Ltd (“BSE”) and National Stock Exchange of India Limited (“NSE”) and on the website of the Company at www.avglogistics.com.

All other contents of the EGM Notice save and except as modified or supplemented by this Corrigendum, shall remain unchanged.

By Order of the Board

For AVG Logistics Limited

Sd/-

Sanjay Gupta Managing Director

Place: Delhi Date: 23.06.2023

Registered Office:

Office No. 25, D.D.A Market, Savita Vihar, Delhi 110092. Website: www.avglogistics.com

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