Buyback

PILL: SEC: APR: 26-27/19 June 25, 2026 To, To, The Manager The Listing Department Listing Department National Stock Exchange of India Limited BSE Limited Exchange Plaza, 5th Floor Corporate Relationship Department Plot No.C/1, G Block 1st Floor, New Trading Ring Bandra-Kurla Complex Rotunda Building, P J Tower Bandra (East) Dalal Street, Fort Mumbai – 400 051 Mumbai – 400 001 NSE Symbol: PATINLOG BSE SCRIP CODE: 526381 Dear Sir / Madam, Sub: Submission of copy of Board Resolution for Buyback of Equity Shares of Patel Integrated Logistics Limited (“Company”) Ref: Regulation 5(vii) of Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended (“SEBI Buyback Regulations”). Dear Sir / Madam, Further to our intimation dated June 23, 2026 for outcome of Board Meeting approving the proposal for buyback of equity shares and pursuant to Regulation 5(vii) of SEBI Buyback Regulations, please find enclosed herewith copy of board resolution passed by the Board of Directors of the Company at its meeting held on Tuesday, June 23, 2026, approving the buyback up to 60,00,000 (Sixty Lakhs) fully paid up equity shares of the Company of face value of Rs. 10/- (Rupee Ten only) each at a price of Rs. 18/- (Rupees Eighteen only) per equity share, on a proportionate basis, through the tender offer route using mechanism for acquisition of shares through stock exchanges as prescribed under Buyback Regulations. Please find enclosed copy of the board resolution passed by the board of directors of the Company pursuant to Regulation 5(vii) of the SEBI Buyback Regulations. We request you to take the above information on record. Thanking You, Yours Faithfully, For Patel Integrated Logistics Limited Avinash Paul Raj Company Secretary & Compliance Officer Encl.: As above CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF PATEL INTEGRATED LOGISTICS LTD HELD ON TUESDAY, 23RD JUNE, 2026 AT 4.30 P.M. AT REGISTERED OFFICE OF THE COMPANY SITUATED AT PATEL HOUSE, FIRST FLOOR, PLOT NO. 48, GAZDAR BANDH, NORTH AVENUE ROAD, SANTACRUZ (WEST), MUMBAI – 400054. To Consider & Approve the Proposed Buy-back of upto 60,00,000 ( Sixty Lakhs)fully Paid- Up Equity Share having a Face Value of ₹10/- Each and matters incidental thereto in accordance with the Companies act 2013 & Securities and Exchange Board of India (Buy- back of Securities) Regulations, 2018 The Chairman informed the Board that the Company has proposed to do Buy-back of upto 60,00,000 (Sixty Lakhs) Fully Paid-Up Equity Shares having a face value of Rs. 10/- each from the eligible shareholders of the company as the management felt that the company’s equity shares are traded at much lower price than the intrinsic value of the shares and the proposed Buy-back will help the Company achieve the following objectives: a) Optimize the capital structure of the Company and enhance long-term shareholder value. b) Enhancing the overall return to shareholders in the long run c) Creating long-term value for shareholders d) Improving the fundamental ratios of the Company e) Provide an opportunity to eligible shareholders, including small shareholders, to tender their equity shares at a premium over the prevailing market price through the Buy-back. Accordingly, the above proposed objectives could be achieved by returning part of the surplus cash back to shareholders through the Buy-back process. and lead to reduction of outstanding equity Shares. Further, the Buy-back will not in any manner impair the ability of the Company to pursue growth opportunities or meet its cash requirements for business operations. The Board is requested to pass the following resolution: “RESOLVED THAT pursuant to Article 19 of the Articles of Association of the Patel Integrated Logistics Limited (‘Company’) and the provisions of Sections 68, 69, 70 and all other applicable provisions, if any, of the Companies Act, 2013, as amended (the “Companies Act”) read with, rules framed under the Companies Act, including the Companies (Share Capital and Debentures) Rules, 2014 to the extent applicable, (hereinafter referred to as the “Share Capital Rules”), the Companies (Management and Administration) Rules, 2014 (hereinafter referred to as the “Management Rules”) and other relevant rules made thereunder, as amended from time to time, and in compliance with the provisions of the Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018, as amended (“SEBI Buy-back Regulations”), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“SEBI Listing Regulations”) (including re-enactment of the Companies Act or the rules made thereunder or the SEBI Buy-back Regulations, or the SEBI Listing Regulations) and subject to such other approvals, permissions, consents, sanctions and exemptions as may be necessary and subject to any modifications and conditions, if any, as may be prescribed or imposed by the Securities and Exchange Board of India (“SEBI”), Registrar of Companies, Mumbai (the “RoC”), BSE Limited (“BSE”), National Stock Exchange of India Limited (“NSE”) and/ or other authorities, institutions or bodies (together with SEBI, BSE and NSE, the “Appropriate Authorities”), as may be necessary, and subject to such conditions, alterations, amendments and modifications as may be prescribed or imposed by them while granting such approvals, permissions, consents, sanctions and exemptions which may be agreed,by the Board of Directors of the Company (“Board”),which term shall be deemed to include any committee of the Board and/ or officials, which the Board may constitute/authorise to exercise its powers, including the powers conferred by this resolution, the Board hereby consents and approves the Buy-back by the Company of its fully paid-up equity shares having a face value of ₹ 10/- (Rupee Ten only) each (“Equity Shares”), up to and not exceeding 60,00,000 (Sixty Lakhs)Equity Shares (representing up to 8.62% of the total number of Equity Shares in the total paid-up equity shares of the Company at a price of ₹18/- (Rupees Eighteen only) /- per Equity Share ‘Buy-back Price’) payable in cash for an aggregate amount up to and not exceeding ₹10,80,00,000 (Rupees Ten Crore Eighty Lakhs only) (“Buy-back Size”), which represents 8.434% and 8.435% of the aggregate of the Company’s paid-up capital and free reserves as per the latest audited standalone and consolidated financial statements, respectively, as at March 31, 2026, being within the statutory limits of 10% of the aggregate of the fully paid-up equity share capital and free reserves of the Company, based on latest audited standalone and consolidated financial statements, respectively, as at March 31, 2026, as per the provisions of the Companies Act and SEBI Buy-back Regulations) from all the shareholders/ beneficial owners of the Equity Shares of the Company (except any shareholders/beneficial owners who may be specifically prohibited under the applicable laws by Appropriate Authorities), including promoters (as defined under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, and to be referred as “Promoters”), as on a record date i.e. June 30, 2026 (“Record Date”), through the “tender offer” route, on a proportionate basis as prescribed under the SEBI Buy-back Regulations (hereinafter referred to as the “Buy-back”) RESOLVED FURTHER THAT the Company shall implement the Buy-back using the “Mechanism for acquisition of shares through Stock Exchange” pursuant to Tender-Offers under Takeovers, Buy Back and Delisting” as notified by SEBI vide circular CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015 read with the SEBI’s circular CFD/DCR2/CIR/P/2016/131 dated December 9, 2016, and SEBI circular SEBI/HO/CFD/DCRII/CIR/P/2021/615 dated August 13, 2021, including any amendments or statutory modifications for the time being in force (“SEBI Circulars”) or such other circ [Showing first 8,000 characters — download PDF for full document]