To,
Members of AKSHAR SPINTEX LIMITED,
The Directors of your Company are pleased to present the 13th Annual Report of the
business and operations of the Company along with the Audited Financial Statements for the
financial year ended 31st March, 2026
FINANCIAL RESULTS
The financial performance of the Company for the financial year ended on 31st March, 2026 is as under:
(Rs. In Lakhs)
Highlights of Financial Results
1. HIGHLIGHTS OF FINANCIAL RESULTS
| Particulars | Standalone 31st March, 2026 | Standalone 31st March, 2025 | Consolidated 31st March, 2026 | Consolidated 31st March, 2025 |
Income |
||||
| Revenue from operations | 55,633.50 | 55,081.39 | 55,740.91 | 55,151.77 |
| Other Income | 388.12 | 284.19 | 388.13 | 284.25 |
| Income from Reversal of Lease | 2,119.41 | - | 2,119.41 | - |
Total Income |
58,141.03 | 55,365.58 | 58,248.45 | 55,436.02 |
Expenses |
||||
| Operating Expenses | 40,841.75 | 39,307.80 | 40,817.78 | 39,306.60 |
| Employee Benefit Expense | 2,406.10 | 2,263.68 | 2,414.17 | 2,291.49 |
| Finance Costs | 3,079.37 | 2,581.16 | 3,107.85 | 2,585.08 |
| Depreciation and Amortization Expense | 4,635.59 | 4,316.78 | 4,692.04 | 4,338.78 |
| Other Expenses | 3,762.43 | 3,983.02 | 3,771.08 | 3,996.62 |
Total Expenses |
54,725.24 | 52,452.44 | 54,802.92 | 52,518.57 |
| Profit before exceptional and extraordinary items and tax | 3,415.79 | 2,913.14 | 3,445.53 | 2,917.45 |
| Share of Loss/Profit from Associate | - | - | (0.01) | (0.08) |
Profit before tax |
3,415.79 | 2,913.14 | 3,445.52 | 2,917.37 |
Tax expense: |
||||
| Current tax | - | 603.36 | 10.09 | 603.36 |
| Adjustment for earlier years | - | - | - | - |
| Deferred Tax | 821.24 | 182.27 | 818.22 | 181.30 |
Profit for the year |
2,594.55 | 2,127.51 | 2,617.21 | 2,132.71 |
| Share of profit/(loss) from associate | - | - | (0.01) | (0.08) |
| Share of profit/(loss) from enterprise | - | - | - | - |
Profit for the period |
2,594.55 | 2,127.51 | 2,617.21 | 2,132.71 |
Earning per equity share (Nominal value of Share 10 (P.Y. 10)) |
||||
| Basic & Diluted | 17.23 | 14.97 | 17.38 | 15.01 |
2. Operations and State of Affairs of the Company
Your Companys focus is to provide timely and satisfactory service to its clients, resulting thereby expanding successfully its business across the country.
Standalone Basis
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 operations as well as movements of its fleet. During the year under review, the Company recorded Revenue from Operations of ?55,633.50 lakhs as against ?55,081.39 lakhs in the previous year.
Profit before Tax of the Company rose to ?3,415.79 lakhs from ?2,913.14 lakhs, a growth of about 17.25%. After providing for Deferred Tax of ?821.24 lakhs, Profit for the Year stood at ?2,594.55 lakhs as against ?2,127.51 lakhs in the previous year, an increase of approximately 21.95%. Basic & Diluted Earnings Per Share improved to ?17.23 from ?14.97, a rise of about 15.10%.
Consolidated Basis
On a consolidated basis, Revenue from Operations stood at ?55,740.91 lakhs as against ?55,151.77 lakhs in the previous year and the Consolidated Profit for the Year stood at ?2,617.21 lakhs as against ?2,132.71 lakhs in the previous year, a growth of approximately 22.72%.
Dividend, Subsidiaries & Outlook
Consolidated Basic & Diluted Earnings Per Share stood at ?17.38 as against ?15.01, an increase of about 15.79%.
The Company continued to demonstrate reasonable operational performance during FY 2025-26, with significantly improved profitability on both a standalone and consolidated basis. The Board considers the overall state of affairs of the Company to be satisfactory, and the Company remains focused on consolidating its operational efficiencies and strengthening its financial position in the ensuing year.
3. 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 and Indian Accounting Standard 110 on Consolidated Financial Statements are provided in the Annual Report.
4. Subsidiary/ Joint Ventures/ Associate Companies
As of 31 March 2026, the Company has 1 subsidiary and 1 associate:
SUBSIDIARIES:
| Name of Subsidiary | Galaxy Packers and Movers Private Limited |
| Share capital | INR 5 Lakhs |
| % of shareholding | 100% |
ASSOCIATES:
| Name of Associate | Kaizen Logistics |
| Amount of investment | INR 49.43 Lakh |
| % of Holding | 99% |
AVG Sunil Liquid Logistics Private Limited cease to be a subsidiary of the company on May 30, 2025.
Salient features of the financial statement of Subsidiaries/associate companies/joint ventures is annexed as Annexure-I.
5. Dividend
Your Directors recommended a final dividend @12 percent on face value of Equity share i.e. Re. 1.20/- per equity share for the financial year 2025-26 in its meeting held on Friday, August 14, 2026. 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 is payable to those shareholders whose names appear in the Register of Shareholders as on the Record Date i.e., 18th September, 2026 as decided and approved by the Board.
The Dividend Distribution Policy of the Company can be accessed at https://avlogistics.com/uploads/policies/Dividend_Distribution_Policy.pdf
6. Outlook and Expansion
Your Companys outlook remains favorable on account of continuous processes strengthening, growing brand popularity, customer shift from un-organised to organized market coupled with support from customers, employees, shareholders, creditors, dealers, lenders and other stakeholders. The Companys vision is to broad-base its services portfolio towards a one-stop solution and position itself as a Sustainable, Reliable, Integrated logistics for Indias top businesses. The Companys pan-India network ensures an easy availability of services in almost every part of India.
7. State of the Affairs of the Company
a. Segment-wise position of business and its operations
The Companys 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 2025-2026 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 6,181.60 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, 2026, the Board of the Company comprises of 6 (Six) directors. For the financial year 2025-26, 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.
Composition of the Director and KMPs of the Company
| S. No. Directors and KMPs | Designation |
| 1. Mr. Sanjay Gupta | Managing Director |
| 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 |
| 7. Mr. Rajesh Rohilla | Chief Financial Officer |
| 8. Mr. Mukesh Nagar | Company Secretary & Compliance Officer |
g. Retirement by rotation and subsequent reappointment
As per the provisions of Section 152 of the Act, Mr. Sanjay Gupta (DIN: 00527801), Director is retiring by rotation and being eligible, offer himself for re-appointment. A resolution seeking approval of the shareholders for reappointment and his brief resume along with other details as stipulated under the SEBI Listing Regulations, form part of the Notice of the 17th AGM.
h. Changes in Key Managerial Personnel
During the financial year 2025-26, Mr. Himanshu Sharma resigned from the position of Chief Financial Officer (CFO) of the Company with effect from November 21, 2025. The Board places on record its appreciation for the valuable services rendered by him during his tenure.
The Board of Directors appointed Mr. Rajesh Rohilla as the Chief Financial Officer (CFO) of the Company with effect from January 23, 2026, in accordance with the applicable provisions of the Companies Act, 2013.
Subsequent to the closure of the financial year, the Company appointed Mr. Sumit Garg as an Additional Director and designated him as Whole-time Director of the Company with effect from August 14, 2026.
i. Changes in Share Capital
As on March 31, 2026, the Authorized Share Capital of the Company was INR 17,00,00,000 divided into 1,70,00,000 equity shares of INR 10 each which was subsequently increased to 21,00,00,000 divided into 2,10,00,000 Equity shares of ?10 each and the Issued, Subscribed and Paid up capital of the Company as on Mar 31, 2026 is ?15,05,77,200.
The equity shares of the Company are listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE).
There was no change in the issued, subscribed and paid-up share capital of the Company during the financial year ended March 31, 2026. However, Subsequent to the close of the financial year, the Company allotted 36,50,356 equity shares pursuant to a Rights Issue on June 10, 2026 resulting in an increase in the paid-up share capital from ?15,05,77,200 to ?18,70,80,760.
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 are not applicable.
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(3) 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.
1. Debentures/Bonds/Warrants or any Non-Convertible Securities
During the Financial Year 2025-26, the Company did not issue, allot, redeem, convert or buy back any debentures, bonds, warrants or any other convertible or non-convertible securities. Accordingly, there were no outstanding warrants or other convertible securities converted into equity shares during the year under review.
k. Credit Rating of Securities
During the Financial Year 2025-26 under review, the Company has not taken or issued any bonds or debt instruments.
l. Investor Education and Protection Fund (IEPF)
Company does not have any funds lying unpaid or unclaimed in IEPF.
m. 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 Companys 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 criteria for evaluation is outlined below:
a. For Independent Directors:
b. For Executive & Non-Executive Directors:
c. For Committees of the Board:
d. For Board of Directors as a whole:
The Directors expressed their satisfaction with the evaluation process.
n. Meetings of the Board
The Board of Directors of the Company met 6 (Six) times during FY 2025-26. The details of the Board Meetings with regard to their dates and attendance of each of the Directors thereof have been provided in the Corporate Governance Report and annexed herewith.
c. For Committees of the Board:
d. For Board of Directors as a whole:
The Directors expressed their satisfaction with the evaluation process.
n. Meetings of the Board
The Board of Directors of the Company met 6 (Six) times during FY 2025-26. The details of the Board Meetings with regard to their dates and attendance of each of the Directors thereof have been provided in the Corporate Governance Report and annexed herewith.
Audit Committee
As on March 31, 2026, 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.
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
As on March 31, 2026, the Committee comprise of 3 Non-Executive Independent Directors Mr. Susheel Kumar Tyagi as Chairman and Mr. Pawan Kant and Mr. Shyam Sunder Soni both as Member. 3 (Three) meetings of the Nomination & Remuneration committee were conducted during the financial year 2025-26. 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, 2026, 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 (One) meeting of the Stakeholders Relationship committee was conducted during the financial year 2025-26. 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, 2026, 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 2025-26. 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 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 wrongdoing 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 organizations 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:
u. 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 the following link: https://avglogistics.com/uploads/policies/Nomination_And_Remuneration.pdf
v. 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 Companys 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
w. 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, 2026, 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, 2026 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.
X. 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.
y. 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 was no material changes and commitments affecting the financial position of the Company since the close of financial year ended March 31, 2026 and to the date of this report and it is hereby confirmed that there has been no change in the nature of business of the Company.
z. Details of revision of financial statement or the Boards Report
During the Financial Year 2025-26 under review, the Company has not revised its financial statement or the Boards Report in respect of any of the three preceding financial years either voluntarily or pursuant to the order of any judicial authority.
aa. 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.
bb. AUDITORS
a. Statutory Auditor
In accordance with Section 139 of the Companies Act, 2013 and Rules made thereunder, Members at the 13th Annual General meeting of the Company approved the re-appointment of Statutory Auditors M/s MSKA & Associates, Chartered Accountants (FRN 105047W), for a period of five (5) consecutive years starting from FY. 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, 2026 forms part of this Annual report. The Statutory Auditors have not reported any frauds under Section 143(12) of the Act for period under review.
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 A V V S 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.
The report given by the Secretarial Auditor is annexed as Annexure-VI and forms an integral part of this Report.
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.
cc. Annual Return
The Annual Return of the Company as on March 31, 2026 is available on the Companys website and can be accessed at https://avglogistics.com/uploads/annual-return/AVG_Annual_Return_2025-26.pdf
dd. Corporate Governance Report
A detailed Report on Corporate Governance for the financial year 2025-26 is annexed herewith as 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.
ee. 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.
f. Board Diversity
A diverse Board enables efficient functioning through differences in perspective and skill, and fosters differentiated thought processes at the back of varied industrial and management expertise, gender and knowledge. The Board recognizes importance of a diverse composition and has adopted a Board Diversity policy which sets out our approach to diversity. The said policy can be accessed on our website at https://avlogistics.com/uploads/policies/Policy_On_Diversity_Of_B.D.pdf
gg. 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.
hh. Code of Conduct for Directors and Senior Management Personnel
The Code of Conduct for Directors and Senior Management Personnel is posted on the Companys website. The Managing Director 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, 2026. The declaration is annexed to the Corporate Governance Report.
ii. Disclosure regarding compliance of applicable Secretarial Standards
The Company has complied with all the mandatory applicable secretarial standards issued by The Institute of Company Secretaries of India and approved by the Central Government.
jj. 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".
kk. Risk Assessment and Management
Risk is the part of every ones 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 Companys Risk Management Policy is https://avlogistics.com/uploads/policies/Policy_For_Risk.pdf
ll. 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.
mm. 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://avlogistics.com/uploads/Policy_on_Prevention_of_Sexual_Harassment.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.
| Particulars | Details |
| (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 | 3 |
| (e) the action taken by the employer against complaints | Not Applicable |
nn. 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 annexed to this report.
oo. Details of significant and material orders passed by the regulators/courts/tribunals impacting the going concern status and the Companys 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 Companys operations in future.
pp. 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.
qq. Management Discussion and Analysis Report
Management Discussion and Analysis Report for the Financial year 2025-26, 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 Companys operations during the year.
rr. 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".
ss. Reporting of any process initiated under the Insolvency and Bankruptcy Code, 2016 (IBC)
During the financial year 2025-26 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.
tt. Secretarial Audit Report
Secretarial Auditors Report for the financial year 2025-26 issued by Secretarial Auditor M/s K Vivek & Co. is annexed herewith as "Annexure-VI".
uu. Corporate Social Responsibility
The annual report on corporate social responsibility is annexed herewith as "Annexure-VII".
vv. 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.
ww. Details of any failure to implement any Corporate Action
During the financial year 2025-26 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.
xx. Change in Nature of business
There was no change in the nature of business of the Company during the year under review.
Your Company continues to operate as a leading integrated logistics solutions provider, offering comprehensive transportation and logistics services across India. The Companys core business primarily comprises surface transportation, including Full Truck Load (FTL) and Less Than Truck Load (LTL) services, along with multimodal transportation, rail logistics, warehousing, cold chain and other value-added logistics services.
yy. Familiarisation Programme
In compliance with the requirements of Regulation 25(7) of the SEBI LODR Regulations, the Company has put in place a Familiarization Program for the Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc.
The details of the Familiarization Program imparted to Independent Directors are available on the Companys official website at https://avglogistics.com/uploads/Familiarization_Programmes.pdf
zz. Separate Meeting of Independent Director
During the year under review, 1 (One) separate meeting of Independent Directors was held on January 23, 2026. The details of the Independent Directors Meeting and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Report.
aaa. Explanation or Comments Board of Directors
There are no qualifications, reservations, adverse remarks or disclaimers made by the Auditors in their report on the Financial Statement of the Company for the financial year ended March 31, 2026.
bbb. 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 |
| Sd/- SANJAY GUPTA MANAGING DIRECTOR DIN:00527801 |
| Sd/- ASHA GUPTA WHOLE TIME DIRECTOR DIN:02864795 |
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