AVG Logistics Limited — Proxy Solicitation & Information Statement 2023

Feb 7, 2023

07.02.2023

To, National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex, Bandra (E), Mumbai- 400051

Script Name: AVG

Subject: Notice of Postal Ballot

Ref: Regulation 30 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015

Dear Sir/Madam,

In furtherance to our intimation dated January 31, 2023 and pursuant to Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and Regulation 277 of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, we are enclosing herewith the Postal Ballot Notice for seeking approval of Members of the Company for Migration of Equity Shares of the Company from NSE Emerge to Main Board of the National Stock Exchange of India Limited.

The Notice is being sent to all the Members, whose names appear in the Register of Members/ list of Beneficial Owners as received from National Securities Depository Limited and Central Depository Services (India) Limited as on Friday, February 03, 2023.

The voting period will commence from Wednesday, February 08, 2023 at 9:00 A.M. and will end on Thursday, March 09, 2023 at 05:00 P.M.

The Board of Directors have also appointed Ms. Sakshi Bhardwaj, Practicing Company Secretary who has given the consent to act as the scrutinizer for conducting the postal ballot process.

You are requested to take the above information on record.

For AVG Logistics Limited

Sanjay Gupta Digitally signed by Sanjay Gupta Date: 2023.02.07 13:43:55 +05'30'

Sanjay Gupta Managing Director DIN: 00527801

POSTAL BALLOT NOTICE

Pursuant to Sections 108 and 110 of the Companies Act, 2013, as amended, read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended and MCA Circulars (as defined below)

Dear Member(s),

NOTICE is hereby given pursuant to Section 108 and 110 of the Companies Act, 2013 ("Act") and other applicable provisions, if any, of the Act read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 ("Rules"), as amended from time to time, read with the General Circular No. 4/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No.22/2020 dated June 15, 2020, General Circular No. 33/2020 dated September 28, 2020, General Circular No. 39/2020 dated December 31, 2020, General Circular No. 10/2021 dated June 23, 2021, General Circular No. 20/2021 dated December 8, 2021and General Circular No. 3/2022 dated May 5, 2022 issued by the Ministry of Corporate Affairs ("MCA") (hereinafter collectively referred to as ("MCA Circulars"), that the Resolution for appended below is proposed to be passed by the Members of AVG Logistics Limited (the "Company") through Postal Ballot by remote e-voting electronic process ("e-voting")/Physical Postal Ballot.

The communication of assent or dissent of the Members would take place only through the remote e-voting system/Physical Postal ballot. Pursuant to Section 277 of the Securities Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations") and other applicable provisions, it is necessary to obtain the consent of the Members holding Equity Shares of the Company by way of a special resolution for the proposed Migration from SME Platform of National Stock Exchange of India Limited (NSE-Emerge) to Main Board of National Stock Exchange of India Limited. Further, as per Section 110 of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, the consent of the members is required to be obtained for the Migration by means of a postal ballot. Accordingly, the Company is seeking your consent for the aforesaid proposal as contained in the resolution appended below.

The explanatory statement pursuant to Sections 102, 110 and other applicable provisions, if any, of the Act pertaining to the aforesaid resolution setting out the material facts concerning the Migration and the reasons thereof is annexed hereto for your consideration.

The Board of Directors of your Company, at its meeting held on January 31, 2023, has appointed Ms. Sakshi Bhardwaj (Membership No. ACS 63234) Practicing Company Secretary, as the Scrutinizer to conduct the Postal Ballot and e-voting process in a fair and transparent manner.

Members desiring to exercise their vote by postal ballot are requested to carefully read the instructions printed on the Postal Ballot Form and return the completed form in the enclosed self-addressed business reply envelope (if posted in India) so as to reach the Scrutinizer on or before 5.00 p.m. on 09th March, 2023 at 112 E-lions enclave A block, Uttam Nagar, New Delhi-110056, the last date for receipt of the completed Postal Ballot Forms, failing which, it will be strictly considered that no reply has been received from the Member. Postal Ballot Form(s), if sent by courier or by registered post / speed post at the expense of the Member(s) will also be accepted. The Postal Ballot Form(s) may also be deposited personally at the address given on the self– addressed business reply envelope.

In compliance with the Regulation 44 of the Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the Rules and the MCA Circulars, the Company is pleased to offer remote e-voting facility to all its members to cast their votes electronically.

In accordance with the provisions of the MCA Circulars, the Company has made arrangements for the shareholders to register their e-mail addresses. Therefore, those shareholders who have not yet registered their e-mail addresses are requested to register the same by following the procedure set out in the notes to this Postal Ballot Notice.

The Scrutinizer will submit his Report to the Chairman of the Company, after completion of scrutiny of e-voting/physical postal ballot. The results of the Postal Ballot will be declared by 11th March, 2023 and communicated to National Stock Exchange of India Limited (NSE) and posted on the Company's website www.avglogistics.com after the declaration of the results. The Resolutions, if passed by requisite majority, shall be deemed to have been passed on the last date for receipt of duly completed postal ballot forms or e-voting i.e. March 09, 2023.

SPECIAL BUSINESS:

MIGRATION FROM SME PLATFORM OF NATIONAL STOCK EXCHANGE OF INDIA LIMITED (NSE-EMERGE) TO MAIN BOARD OF NATIONAL STOCK EXCHANGE OF INDIA LIMITED:

To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Specia1 Resolution:

"RESOLVED THAT pursuant to Regulation 277 and other relevant provisions laid down in Chapter IX of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("ICDR Regulations"), and other applicable provisions, if any, of the Companies Act 2013, and the rules framed there under, including any amendment, modification, variation or re-enactment thereof, and subject to the applicable Laws and by-laws and rules and regulations of National Stock Exchange of India Limited and subject to the approval of other statutory authorities, if any, the consent of the members of the Company be and is hereby accorded for purpose of migration of the Company's present listing from SME Platform of National Stock Exchange of India Ltd. ("NSE Emerge") to the Main Board of National Stock Exchange of India Ltd. ("NSE") and upon Migration, the said Equity Shares be get listed and traded on the Capital Segment (Main Board) of NSE from the date of Migration / getting listed and admitted to deal on Main Board of NSE;

RESOLVED FURTHER THAT the Board of Directors and or Company Secretary of the Company be and is hereby authorized to do all such acts, deeds, matters and things and to execute all such documents, instruments and writings as may be required and to file all such applications, papers, documents in relation to above and to fulfill all such legal formalities in the connection and to form any committee if it think and deem fit, delegate all or any of the power herein conferred to any of such Committee of the Directors or to any Director/ officer of the Company and to appoint any such attorney/ person to represent before the concerned authority and to delegate such power to such person/ representative, to give effect to this resolution."

By order of the Board of Directors For AVG Logistics Limited

Sd/- Mukesh Nagar Company Secretary and Compliance Officer

Place: Delhi Date: January 31, 2023

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

NOTES:

• 1. Explanatory Statement stating the material facts and reasons for the proposed resolution, pursuant to Section 102(1) of the Act is annexed herewith.
• 1. The Notice of Postal Ballot is being sent to all the Members, whose names appear in the Register of Members/List of Beneficial owners as received from the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) as on 03rd February, 2023. The Postal Ballot Notice is being sent to Members in electronic form to the e-mail addresses registered with their Depository Participants (in case of electronic shareholding)/ the Company's Registrar and Share Transfer Agent (in case of physical shareholding). For Members, whose e-mail Ids are not registered, physical copies of the Postal Ballot Notice are being sent by permitted mode alongwith a self–addressed business reply envelope.
• 1. There will be only one Postal Ballot Form for every folio irrespective of the number of Joint Shareholder(s).
• 1. Voting rights in the postal ballot / e-voting cannot be exercised by a proxy, though corporate and institutional shareholders shall be entitled to vote through their authorised representatives, with proof of their authorization.
• 1. Members desiring to exercise vote by physical Postal Ballot are requested to carefully read the instructions printed overleaf the Postal Ballot Form and return the Form duly completed and signed in the attached self – addressed business reply envelope so as to reach the Scrutinizer not later than 5.00 p.m. on 09th March, 2023. Envelopes containing Postal Ballot Form(s), if deposited in person or sent by courier or registered / speed post at the expense of the shareholder will also be accepted.
• 1. In compliance with Section 108 and 110 of the Act read with Companies (Management and Administration) Rules, 2014 made thereunder and Regulation 44 of Listing Regulations, the Company is offering e-voting facility to all the Members of the Company to enable them to cast their votes electronically and has engaged the services of Link intime Instavote for the same. The e-voting facility is available at the link https://www.instavote.linkintime.co.in/. The instructions for electronic voting form part of this Notice.
• 1. The shareholders can opt for only one mode of voting, i.e. either by physical Postal Ballot or e-voting. If you are opting for e-voting, then do not vote by physical Postal Ballot and vice versa, however, in case shareholders cast their vote by both physical Postal Ballot and e-voting, then voting done through valid e-voting shall prevail and voting by Physical Postal Ballot will be treated as invalid.
• 1. Voting rights shall be reckoned on the paid-up value of shares registered in the names of the Members as on 03rd February, 2023. The voting period begins on 08th February, 2023 at 9.00 a.m. and ends on 09th March, 2023 at 5.00 p.m.
• 1. The Company has appointed Ms. Sakshi Bhardwaj (Membership No. ACS 63234) Practicing Company Secretary as Scrutinizer for conducting the Postal Ballot process including e-voting in a fair and transparent manner.
• 1. The Scrutinizer will submit her report to the Chairman of the Company after completion of scrutiny and the result of the voting by postal ballot will be announced by the Chairman or a person duly authorized by her in writing on or before 11th March, 2023 by 5.00 pm at the Registered Office of the Company and shall also be displayed on the Company's website at www.avglogistics.com, and communicated to National Stock Exchange of India Limited where the shares of the Company are listed.
• 1. The Resolutions, if passed by requisite majority, shall be deemed to have been passed on the last date specified by the Company for receipt of duly completed Postal Ballot Forms or e-voting i.e. 09nd March, 2023.
• 1. Members who have not received the Postal Ballot Form and desirous of seeking duplicate form, may send a request to the company at its email ID cs@avglogistics.com by mentioning his/ her Folio/ DP ID and client ID No. for obtaining the Postal Ballot Form from the company. The duly completed Postal Ballot Form should reach the Scrutinizer not later than 09th March, 2023at 5.00 p.m.

13. INSTRUCTIONSFORE-VOTING:

Remote e-Voting Instructions for shareholders:

As per the SEBI circular dated December 9, 2020, individual shareholders holding securities in demat mode can register directly with the depository or will have the option of accessing various ESP portals directly from their demat accounts.

Login method for Individual shareholders holding securities in demat mode is given below:

Individual Shareholders holding securities in demat mode with NSDL

Existing IDeAS user can visit the e-Services website of NSDL viz. https://eservices.nsdl.com either on a personal computer or on a mobile. On the e-Services home page click on the "Beneficial Owner" icon under "Login"" which is available under 'IDeAS' section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on "Access to e-Voting" under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name i.e. LINKINTIME and you will be re-directed to "InstaVote" website for casting your vote during the remote e-Voting period.

If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com Select "Register Online for IDeAS Portal" or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a personal computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section. A new screen will open. You will have to enter your User ID (i.e. your sixteen-digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name i.e. LINKINTIME and you will be redirected to "InstaVote" website for casting your vote during the remote e-Voting period.

Individual Shareholders holding securities in demat mode with CDSL

Existing users who have opted for Easi / Easiest, can login through their user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to easi/easiest are https://webcdslindia.com/myeasi/home/login or www.cdslindia.com and click on New System Myeasi.

After successful login of Easi/Easiest the user will be able to see the E Voting Menu. The Menu will have links of e-Voting service provider i.e. LINKINTIME. Click on LINKINTIME and you will be redirected to "InstaVote" website for casting your vote during the remote e-Voting period.

If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration.

Alternatively, the user can directly access e-Voting page by providing demat account number and PAN No. from a link in www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. After successful authentication, user will be provided links for the respective ESP i.e. LINKINTIME. Click on LINKINTIME and you will be redirected to "InstaVote" website for casting your vote during the remote e-Voting period.

Individual Shareholders (holding securities in demat mode) login through their depository participants You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. Upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name i.e. LINKINTIME and you will be redirected to "InstaVote" website for casting your vote during the remote e-Voting period.

Login method for Individual shareholders holding securities in physical form/ Non-Individual Shareholders holding securities in demat mode is given below:

Individual Shareholders of the company, holding shares in physical form / Non-Individual Shareholders holding securities in demat mode as on the cut-off date for e-voting may register for e-Voting facility of Link Intime as under:

1. Open the internet browser and launch the URL: https://instavote.linkintime.co.in

2. Click on "Sign Up" under 'SHARE HOLDER' tab and register with your following details: -

A. User ID:

Shareholders holding shares in physical form shall provide Event No + Folio Number registered with the Company. Shareholders holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID; Shareholders holding shares in CDSL demat account shall provide 16 digit Beneficiary ID.

B. PAN: Enter your 10-digit Permanent Account Number (PAN) (Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.

C. DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP / Company in DD/MM/YYYY format)

D. Bank Account Number: Enter your Bank Account Number (last four digits), as recorded with your DP/Company.

*Shareholders holding shares in physical form but have not recorded 'C' and 'D', shall provide their Folio number in 'D' above

*Shareholders holding shares in NSDL form, shall provide 'D' above

▶ Set the password of your choice (The password should contain minimum 8 characters, at least one special Character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter). ▶Click "confirm" (Your password is now generated).

3. Click on 'Login' under 'SHARE HOLDER' tab.

1. Enter your User ID, Password and Image Verification (CAPTCHA) Code and click on 'Submit'.

Cast your vote electronically:

1. After successful login, you will be able to see the notification for e-voting. Select 'View' icon**.**

2. E-voting page will appear.

3. Refer the Resolution description and cast your vote by selecting your desired option 'Favour / Against' (If you wish to view the entire Resolution details, click on the 'View Resolution' file link).

4. After selecting the desired option i.e. Favour / Against, click on 'Submit'. A confirmation box will be displayed. If you wish to confirm your vote, click on 'Yes', else to change your vote, click on 'No' and accordingly modify your vote.

Guidelines for Institutional shareholders:

Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on the evoting system of LIIPL at https://instavote.linkintime.co.in and register themselves as 'Custodian / Mutual Fund / Corporate Body'. They are also required to upload a scanned certified true copy of the board resolution /authority letter/power of attorney etc. together with attested specimen signature of the duly authorised representative(s) in PDF format in the 'Custodian / Mutual Fund / Corporate Body' login for the Scrutinizer to verify the same.

Helpdesk for Individual Shareholders holding securities in physical mode/ Institutional shareholders:

Shareholders facing any technical issue in login may contact Link Intime INSTAVOTE helpdesk by sending a request at enotices@linkintime.co.in or contact on: - Tel: 022 – 4918 6000.

Helpdesk for Individual Shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode may contact the respective helpdesk for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type	Helpdesk details
Individual Shareholders	Members facing any technical issue in login can contact NSDL
holding securities in demat	helpdesk by sending a request at evoting@nsdl.co.in or call at toll
mode with NSDL	free no.: 1800 1020 990 and 1800 22 44 30
Individual Shareholders	Members facing any technical issue in login can contact CDSL
holding securities in demat	helpdesk by sending a request at helpdesk.evoting@cdslindia.com
mode with CDSL	or contact at 022- 23058738 or 22- 23058542-43.

Individual Shareholders holding securities in Physical mode has forgotten the password:

If an Individual Shareholders holding securities in Physical mode has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the "Forgot Password" option available on the e-Voting website of Link Intime: https://instavote.linkintime.co.in

Click on 'Login' under 'SHARE HOLDER' tab and further Click 'forgot password?'

Enter User ID, select Mode and Enter Image Verification code (CAPTCHA). Click on "SUBMIT".

In case shareholder is having valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing the information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as mentioned above. The password should contain minimum 8 characters, at least one special character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

User ID for Shareholders holding shares in Physical Form (i.e. Share Certificate): Your User ID is Event No +Folio Number registered with the Company

Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:

Shareholders who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned depository/ depository participants website.

• It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
• For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.
• During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular "Event".

InstaVote Support Desk

Link Intime India Private Limited

STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 READ WITH RULE 22 OF THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014

The Company's equity shares have been listed on SME platform of National Stock Exchange of India Limited viz., NSE Emerge with effect from i.e. April, 11, 2018.

In view of increasing business activities and for strong brand building, the Board of Directors has accordingly decided to migrate from NSE SME Emerge to Main Board of NSE. The listing on the Main Board is likely to have wider participation from investors at large and trading in the Equity Shares of the Company on the Main Board will go on the long way in enhancing the image and goodwill of the Company. The benefits of listing on the Main Board in the form of market capitalization, enhanced liquidity, larger participation, visibility etc., will accrue to the Shareholders of the Company. By Migrating on the Main Board the goodwill and the growth of the Company will increase and Company will be able to expand its business.

In terms of present rules/regulations, the Equity Shares which are presently listed & traded on NSE Emerge can be migrated to Main Board of NSE after an initial period of 2 years from the date of listing as per the guidelines specified and the procedures laid down under Chapter IX of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations").

At Present, our Company has been listed and traded on the NSE Emerge (Listed on April 11, 2018 for more than two years and as the paid up capital is of Rupees 117752710 constituting 11775271 Equity Shares of face value Rupees 10 each. Our Company is well poised and eligible to make an application to NSE for listing of 11775271 Equity Shares of face value of Rupees 10 each on Main Board of NSE as per the guidelines specified by Securities and Exchange Board of India under Chapter IX of SEBI ICDR Regulations and criteria laid down by NSE for Migration and subject to all applicable provisions of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements), Regulations, 2015, applicable guidelines/circulars/notifications issued by the NSE, approvals of Statutory/Regulatory Authorities, if any and subject to approval of Shareholders by way of Special Resolution.

The members are, therefore, requested to accord their approval for Migration of Listing/ Trading of Equity Shares of the company from NSE EMERGE to Main Board of NSE as set out in the resolution.

The Listing of the Equity Shares on the Main Board of NSE would need to be approved by the Shareholders of the Company by passing a special resolution through Postal Ballot. Further, as per Regulation 277 of ICDR Regulations, the resolution shall be passed by requisite majority i.e. shareholders other than promoters in favor of the proposal shall amount to at least two times the number of Votes cast by shareholders other than promoter shareholders against the proposal.

The Company would approach NSE with necessary application for Migration upon receipt of approval of the Public Shareholders. It is in the interest of all the Shareholders including public Shareholders to approve the proposal for Migration of the present listed Equity Shares of the Company on the Main Board of NSE.

The Board recommends the matter and the resolution for the approval of the Members by way of passing Special Resolution.

None of the Promoter(s), Director(s), Manager(s) and Key Managerial Personnel(s) and their relative(s) is/are, in any way, concerned or interested in the said resolution, except to the extent of their equity shareholdings held by them in the Company.

By order of the Board of Directors For AVG Logistics Limited

Sd/- Mukesh Nagar Company Secretary and Compliance Officer

Place: Delhi Date: January 31, 2023

Registered Office: Office No. 25, D.D.A Market, Savita Vihar, Delhi 110 092. Website: www.avglogistics.com

POSTAL BALLOT FORM

(Please read carefully the instructions printed overleaf before exercising the vote)

Name and Registered Address of Sole/First
named Member(s)
(In Block letters)
Name(s) of the Joint Member(s), if any
Folio No./ DP ID No./ Client ID No.
(*Applicable to Members holding shares in
dematerialized form)
Number of Shares held

I/We hereby exercise my/our vote in respect of the Resolution to be passed through Postal Ballot as set out in the Postal Ballot Notice dated 31.01.2023 by conveying my/our assent or dissent to the said Resolution by placing a tick (√) mark in the appropriate box.

Itemno.	Description of the Resolution	No. ofShares	I/We assentto theresolution (FOR)	I/Wedissent totheresolution(AGAINST)
1.	SpecialResolutioninaccordancewithRegulation 277of the SEBI (Issue of Capitaland Disclosure Requirements) Regulations,2018 for Migration of Listing / Trading ofEquity Shares of theCompany from NSEEmerge to Main Board of the National StockExchange of India Limited

Place: Date:

Signature(s) of the Member

__________________

ELECTRONIC VOTING PARTICULARS

Electronic Voting SequenceNumber (EVSN)	*Default PAN / Sequence No.
230022

*Members who have not updated their PAN with the Company/ Depository Participant shall use default PANin the PAN field.

Note: Please send your postal ballot in the self-addressed business reply envelope enclosed herewith.

Instructions

• 1. A Member can opt for only one mode of voting i.e. either through e-voting or by Postal Ballot. If a Member casts votes by both modes, then voting done through e-voting shall prevail and Postal Ballot shall be treated as invalid.
• 1. The notice of Postal Ballot is dispatched/e-mailed to the members whose names appear on the Register of Members as on 03th February, 2023 and voting rights shall be reckoned on the paid-up value of the shares registered in the name of the members as on the said date.
• 1. Voting through physical Postal Ballot Form or e-voting cannot be exercised by a proxy.

Process and manner for Members opting to vote by using the Postal Ballot Form:

• 1. A Member desiring to exercise vote by assent/dissent should complete this Form and send it to the Scrutinizer, Ms. Sakshi Bhardwaj (Membership No. ACS 63234) Practicing Company Secretary and send the same in selfaddressed business reply envelope (if posted in India) so as to reach the Scrutinizer on or before Thursday, 09th March, 2023 (5.00 p.m.). However, envelopes containing Postal Ballot Form, if sent by courier or by registered post / speed post at the expense of the Member will also be accepted. All Postal Ballot Forms received after 5.00 p.m. on Thursday, 09th March, 2023 will be strictly treated as if the reply from such member has not been received.
• 1. This Form should be completed and signed by the Member (as per the specimen signature registered with the Company/ Depository Participants). In case of joint holding, this Form should be completed and signed by the first-named Member and in his absence, by the next named Member.
• 1. In respect of shares held by corporate and institutional members (companies, trusts, societies, etc.), the completed Postal Ballot Form should be accompanied by a certified copy of the relevant Board Resolution/appropriate authorization, with the specimen signature(s) of the authorized signatory(ies) duly attested.
• 1. The consent must be accorded by recording the assent in the column 'FOR' or dissent in the column 'AGAINST' by placing a tick mark (P) in the appropriate column in the Postal Ballot Form. The assent or dissent received in any other form shall not be considered valid. The number of shares in respect of which votes are cast should be mentioned in the column, in the absence of which, all the votes shall be deemedto have been cast as per the tick mark placed by the Member in the respective column.
• 1. Members are requested to fill the Postal Ballot Form in inedible ink and avoid filling it by using erasable writing medium(s) like pencil.
• 1. There will be one Postal Ballot Form for every folio / Client id irrespective of the number of joint holders.
• 1. Members who have not received the Postal Ballot Form and desirous of seeking a duplicate Form, may send a request to the Company at its e-mail id: cs@avglogistics.com by mentioning his/her Folio / DP ID and Client ID No. for obtaining the Postal Ballot Form in physical form from the Company. The duly completed Postal Ballot Form should reach the Scrutinizer not later than the date specified underinstruction no.1 above.
• 1. Members are requested not to send any other paper along with the Postal Ballot Form. They are also requested not to write anything in the Postal Ballot Form except giving their assent or dissent and putting their signature. If any other paper is sent alongwith the Form, the same will be destroyed by the Scrutinizer.
• 1. Incomplete, unsigned or incorrectly ticked Postal Ballot Forms will be rejected. A Postal Ballot Form will also be rejected if it is received torn, defaced or mutilated to an extent which makes it difficult for the Scrutinizer to identify either the Member or as to whether the votes are in favor or against or if the signature cannot be verified. A Postal Ballot Form which is otherwise complete in all respects and is received by the Scrutinizer within the prescribed time limit but is undated shall be considered valid.
• 1. The Scrutinizer's decision on the validity of the Postal Ballot Form will be final and binding.

By order of the Board of Directors For AVG Logistics Limited

Sd/- Mukesh Nagar Company Secretary and Compliance Officer