Shareholders meeting

Corporate Office: Giriraj Annexe Circuit House Road HUBBALLI- 580 029 Karnataka State Phone : 0836- 2237511 Fax : 0836 2256612 e-mail : headoffice@vrllogistics.com 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 code: 539118 Scrip code: VRLLOG Dear Sir / Madam, Sub: Notice of the 43rd Annual General Meeting In accordance with Regulations 30 & 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, we wish to inform you that the 43rd Annual General Meeting of the Company will be held on Tuesday, 4th August 2026 at 1:00 p.m. at the Registered Office of the Company situated at RS No.351/1 Varur, Post Chabbi, Taluk Hubballi, District Dharwad, Hubballi – 581 207 (18th KM, NH-4, Bengaluru Road, Varur), Karnataka interalia to consider, approve and adopt the financial statements for the FY 2025-26. We enclose herewith the Notice of the 43rd Annual General Meeting along with Proxy form, Attendance Slip and E-Voting instructions is also available on the Company’s Website: www.vrlgroup.in You are requested to kindly take note of the same. Thanking you, Yours faithfully For VRL LOGISTICS LIMITED ANIRUDDHA PHADNAVIS COMPANY SECRETARY AND COMPLIANCE OFFICER Date: 12.07.2026 Place: Hubballi Corporate Office: Giriraj Annexe, Circuit House Road, HUBBALLI- 580 029 Karnataka Phone: 0836 2237511 Fax: 0836- 2256612 e-mail: headoffice@vrllogistics.com Customer Care: HUBBALLI 0836- 2307800e-mail: customercare@vrllogistics.com Website: www.vrllogistics.comCIN: L60210KA1983PLC005247GSTIN (KAR): 29AABCV3609C1ZJ VRL LOGISTICS LIMITED Regd. Office: RS No. 351/1, Varur, Post Chabbi, Taluk Hubballi, District Dharwad, Hubballi (Karnataka) - 581 207 (18th KM, NH-4, Bengaluru Road, Varur) Tel: 0836 2237613, Fax: 0836 2237614, Email: investors@vrllogistics.com CIN: L60210KA1983PLC005247, Website: www.vrlgroup.in NOTICE NOTICE is hereby given that the Forty Third Annual General Meeting of VRL Logistics Limited (“Company” or “VRL”) will be held on Tuesday, August 4, 2026 at 1:00 p.m. at the Registered Office of the Company situated at RS No.351/1, Varur, Post Chabbi, Taluk Hubballi, District Dharwad, Hubballi – 581 207 Karnataka to transact the following businesses: ORDINARY BUSINESS 1. To receive, consider and adopt the Audited Financial Statements as at 31st March 2026 together with the report of the Auditors thereon. 2. To appoint a director in the place of Mr. L R Bhat (DIN: 01875068) who retires by rotation and being eligible, offers himself for re-appointment 3. To appoint a director in the place of Dr. Raghottam Akamanchi (DIN: 07038738) who retires by rotation and being eligible, offers himself for re-appointment. 4. To confirm interim dividend paid as the final dividend for the financial year ended 31st March, 2026. SPECIAL BUSINESS 5. Re-appointment of Dr. Vijay Sankeshwar (DIN 00217714), as Chairman and Managing Director To consider and if thought fit, to pass with or without modification, the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Section 196, 197, 198 and 203 read with Schedule V of the Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and all other applicable provisions, if any, including any statutory modification or re-enactment thereof for the time being in force, Regulation 17 (6) (e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Articles 93, 94 & 97 of the Articles of Association of the Company, consent of the shareholders be and is hereby accorded for the re-appointment of Dr. Vijay Sankeshwar, aged 76, as the Chairman & Managing Director of the Company for a period of five years with effect from 1st January, 2027, on monthly remuneration not exceeding Rs.40,00,000/-, inclusive of perquisites, plus commission not exceeding 0.75% of net annual profits of the Company, such remuneration being fixed for an initial period of 3 years of such re-appointment, and on such other terms and conditions as per the agreement to be entered into between the Company and Dr. Vijay Sankeshwar, a draft copy of which is placed before the meeting and initialed by the Chairman for the purpose of identification; RESOLVED FURTHER THAT the aforesaid remuneration be construed as minimum remuneration in the absence of profits/inadequate profits, in compliance with Schedule V of the Companies Act, 2013, subject to no Commission being payable in such case; RESOLVED FURTHER THAT pursuant to the Articles of Association of the Company, Dr. Vijay Sankeshwar shall not be subject to retirement by rotation; VRL Logistics Limited 1 43rd Annual Report 2025-26 RESOLVED FURTHER THAT any one of the Directors of the Company and the Company Secretary be and are hereby severally authorized, to take such steps as may be necessary, desirable or expedient to give effect to this resolution, including filing of e-forms with MCA/ the Registrar of Companies.” 6. Approval for continuation of directorship of Mr. Virupaxagouda Patil (DIN: 10395538) as Non-Executive Independent Director upon attaining the age of 75 years To consider and if thought fit, to pass, with or without modification, the following resolution as a Special Resolution: “RESOLVED THAT pursuant to Regulation 17(1A) and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, including any statutory modification(s) or re- enactment(s) thereof, consent of shareholders be and is hereby accorded for the continuation of directorship of Mr. Virupaxagouda Patil (DIN: 10395538) as a Non-Executive Independent Director of the Company, who will be completing the age of 75 years on July 1, 2027. RESOLVED FURTHER THAT any one of the Directors of the Company and the Company Secretary, be and are hereby severally authorized, to take all necessary steps, including but not limited to, filing the relevant forms with the Registrar of Companies, intimating the Stock Exchanges under Regulation 30 of the SEBI (LODR) Regulations, 2015, and doing all such acts, deeds, and things as may be necessary to give effect to the above resolutions.” By order of the Board of Directors For VRL LOGISTICS LIMITED ANIRUDDHA PHADNAVIS Company Secretary & Compliance Officer Date: July 11, 2026 Place: Hubballi VRL Logistics Limited 2 43rd Annual Report 2025-26 NOTES PROXY RELATED 1. A member entitled to attend and vote at the meeting is also entitled to appoint a proxy to attend, and on a poll, to vote instead of himself/herself and such proxy need not be a member of the company. 2. Proxies, if any, in order to be effective, must be received at the Company’s Registered Office not later than 48 (Forty-Eight) hours before the time of the meeting. Proxies submitted on behalf of companies & other entities must be supported by appropriate resolution / authority, as applicable. During the period beginning 24 hours before the time fixed for the meeting and ending with the conclusion of the meeting, a member would be entitled to inspect the proxies lodged at any time during the business hours of the Company, provided not less than three days of advance notice in writing is given to the Company. 3. A person can act as a proxy on behalf of members not exceeding fifty in number and holding in aggregate not more than ten percent of the total share capital of the Company. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder. E-VOTING RELATED 4. In compliance with Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Admi [Showing first 8,000 characters — download PDF for full document]