Shareholders meeting

BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Exchange Plaza, Plot No. C/1, G-Block, Dalal Street Bandra – Kurla Complex, Bandra (E), Mumbai- 400 001 Mumbai – 400 051 Scrip Codes -539118 Scrip Codes – VRLLOG Dear Sir / Madam, Sub: Postal Ballot Notice and Postal Ballot Form This has reference to outcome of Board meeting held on Tuesday 4th August 2026, wherein we had informed that our Board of Directors have approved inter-alia the buyback of equity shares of the Company subject to approval of shareholders by special resolution. Now the Board of Directors are seeking an approval of shareholders through postal ballot and e-voting. In compliance with Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, we enclose herewith a copy of Postal Ballot Notice dated 28th August 2026 alongwith the Postal Ballot Form. The notice together with the explanatory statement under Section 102 of the Companies Act 2013 is being sent to all the members whose name appear on the Register of Members / list of beneficial owners as on 29th September 2026 ( being the cut-off date). The Company has engaged the services of KFin Technologies Limited (“KFin”) for the purpose of providing e-voting facility to all its members. The voting, both through Postal Ballot and electronic mode shall commence on Friday, 4th September 2026 at 09.00 AM (IST) and shall end on Saturday, 3rd October 2026 at 5.00 PM (IST). The results of Postal Ballot would be declared on or before 6th October 2026. The above information is also available on the website of the Company, www.vrlgroup.in. Thanking you, For VRL LOGISTICS LIMITED ANIRUDDHA PHADNAVIS COMPANY SECRETARY & COMPLIANCE OFFICER Date: 01.09.2026 Place: Hubballi VRL LOGISTICS LIMITED CIN: L60210KA1983PLC005247 Registered Office: RSNO.351/1, Varur Post Chabbi, Taluk, Hubballi Dist. Dharwad, Hubballi– 581207, Karnataka Tel No: 0836-2237511, Fax No: 0836-2256612 E-mail: investors@vrllogistics.com Website: www.vrlgroup.in POSTAL BALLOT NOTICE [Pursuant to section 110 of the Companies Act 2013 read with rule 20 and 22 of the Companies (Management and Administration) Rules, 2014] VOTING STARTS ON VOTING ENDS ON 4th September 2026 (9.00 A.M) 3rd October 2026 (5.00 P.M) Notice of Postal Ballot (Notice) is hereby given to the members of VRL Logistics Limited (the “Company”) pursuant to the provisions of Section 110 read with Section 108 and other applicable provisions of the Companies Act, 2013 (the “Act”, including any statutory modification or re-enactment(s) thereof) read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 (the “Rules”, including any statutory modification or re-enactment(s) thereof) and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI Listing Regulations”, as amended from time to time), Secretarial Standard – 2 (‘SS-2’) issued by the Institute of Company Secretaries of India (as amended from time to time) and other applicable laws and regulations, to transact the special business as set out hereunder by passing Special Resolution by way of postal ballot (including voting through electronic means). The explanatory statement pertaining to the said resolution setting out the material facts and the rationale thereof is annexed hereto for your consideration and forms an integral part of this Postal Ballot Notice. This Postal Ballot Notice is being sent in electronic form to those Members, whose names appear in the Register of Members/List of Beneficial Owners as on Saturday, 29th August 2026 (‘Cut-off Date’) whose e-mail address is registered with the Depositories as received from KFin Technologies Limited (“KFin”), the Company’s Registrar and Transfer Agent (“RTA”). Physical copies of the Postal Ballot Notice along with postal ballot form are being sent to those Members whose e-mail addresses are not so registered, by permitted mode, along with a self-addressed postage pre-paid envelope (please refer to the “notes” section below for more information in this regard). In compliance with Section 108 and Section 110 of the Act read with rules made thereunder and applicable MCA Circulars and Regulation 44 of the SEBI Listing Regulations, the Company is providing remote e-voting facility to its members to enable them to cast their votes electronically instead of submitting the postal ballot form physically. The Company has engaged the services of KFin Technologies Limited for the purpose of providing remote e-voting facility to its members. The instructions for remote e-voting are appended to this Postal Ballot Notice. You are requested to carefully read the instructions printed herein, record your assent (for) or dissent (against) therein by filling necessary details and affixing your signature at the designated place in the Form and return the same in original, duly completed, in the enclosed self-addressed postage pre-paid envelope (if posted in India) so as to reach the Scrutinizer not later than the close of working hours i.e., 5.00 P.M on Saturday, 3rd October, 2026. Shareholders desiring to opt for e-voting as per facilities arranged by the Company are requested to read the notes to this notice and instructions on the reverse of the Postal Ballot Form and take note that e-voting (electronic mode) shall commence from Friday, 4th September, 2026 at 9.00 A.M (IST) and shall end on Saturday, 3rd October 2026 at 5.00 P.M (IST) and members are requested to note that the facility for e-voting shall be blocked thereafter. The Board of Directors at their meeting held on Tuesday, August 4, 2026 have appointed CS. Akshay Pachlag (CP No. 11710; Membership No.30741), Practicing Company Secretary, as the Scrutinizer (“Scrutinizer”) to conduct the postal ballot process in a fair and transparent manner. The results of the Postal Ballot will be announced within two working days after the conclusion of remote e- voting i.e. on or before Tuesday, 6th October 2026.The results of the postal ballot (including voting through electronic means) along with the Scrutinizer’s report will be made available on the website of the Company at http://www.vrlgroup.in and intimated to the stock exchange(s), where the shares of the Company are listed, on or before Tuesday, 6th October 2026. VRL Logistics Limited – Postal Ballot Notice 1 Special Business: Agenda Item No.1 To consider and if thought fit, to pass the following resolution as a Special Resolution: “RESOLVED THAT in accordance with Article 63 of the Articles of Association of the Company and the provisions of Sections 68, 69 and 70 and all other applicable provisions, as applicable, of the Companies Act, 2013, as amended (the “Act”), the Companies (Share Capital and Debentures) Rules, 2014, as amended (“Share Capital Rules”), the Companies (Management and Administration) Rules, 2014, as amended (“Management Rules”) and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“LODR Regulations”), including any amendments, statutory modifications or re-enactments thereof, for the time being in force and in compliance with the Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018, as amended (the “Buyback Regulations”), and subject to such other approvals, permissions and sanctions, as may be necessary, and subject to any modifications and conditions, if any, as may be prescribed by such government, regulatory, statutory or appropriate authorities while granting such approvals, permissions, sanctions and exemptions, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “Board”, which expression includes any committee duly constituted by the Board to exercise its powers, and/or the powers conferred by this resolution), consent of the Members be and is hereby accorded for buyback of 87,50,000 (Eig [Showing first 8,000 characters — download PDF for full document]