BSEAGM/EGM6 Oct 2026 · 6 Oct 2026, 01:02 pm

Scrutinizers Report on postal ballot exercise concluded on 03/10/2026

VRL Logistics Ltd · 539118

✦ AI SummaryBuyback

VRL Logistics Ltd has concluded its postal ballot exercise, with the scrutinizer's report confirming the approval of the buyback of up to 87,50,000 equity shares at a buyback price of Rs. 20.00 per equity share.

Analysis Scores

Earnings Impact2/10
Growth Catalyst1/10
Governance Concern1/10
Regulatory Risk1/10
Balance Sheet Risk2/10
Liquidity Impact8/10
Market Sentiment5/10

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VRL Logistics Ltd - 539118 - Shareholder Meeting / Postal Ballot-Scrutinizer"s Report

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y56Y Corpo.ate office : GirirajAnnexe Circuit House Road HUBBALLI- 580 029 Karnataka p : 9342557973 %6r$ VRL LOGISTICS tTD €l : 0836 2237511 <r: 0836 2256612 e-mail : headoff ice@vrllogistics.com BSE Limited N.tional Stock Exchange oflndia Limited Phiroze Jccjeebhoy Torvcrs llrchanse Plaza. Ptot No.C/1. G-BIock, Dalal Street Bandra - Kurla Complcx, Bandra (E), Mumbai-.100 001 Mumbai-.100 Script Codc: - 539118 Script (lode: - VRLLOG Dear Sir / Madam, Sub: Proceedings ofPostal Ballot and Scrutinizers Report This has reference to our filing dated September 1.2026 regarding w.r.t. Notice ofpostal Ballot. Upon completion ofthe said l,ostal Ballot/ e-voting process. the iollowing details may please be noted: I summary of proceedings of postal Bnrot pursuant to Regulation 30 read with part A of Schedule oJ SERI (Listing Obligations anrl Disclosure Requirements) Regulations, 2015, cotrcluded on October 3. 2020 Pursuant to Sectior 108 and 110 of the Companies Act 2013 read with the Companies (Management and Administration) Rules 2014. as amended and other applicable provisions if any ofthe Companies Act 201i. SLBi (l_isring Obligarions and Disclosue iequiremJnts) Regulations 2015, the Company had sought the approval ol sharcholders by special reiolution through postal Ballot for the following resoluliorr - Bayback of up b 87,50,000 equit\, shares at o buybdck price of Rs. j20.00 pet equily share (face value of Rs, 10.00) through le det offe\ aggrcgate considerafion not to exceel ?2g,000/_ Ldkhs(Buyback size) The Company had provided the f'acility of votjng by postal ballot as well as e-votirg, engagiry the services of KFin Technologies Limired (..KFin,,) for faoilitating the e-voting process. fhi goara had appointed CS. Akshay S. pachlag (Membcrship No/COp No. 3074"lill7l0), practicing company secretary as the scrutinizer to conduct the postar Ballot process in fair and transpareni maoner. Voting through both modes viz. postiil ballot ancl c-\ uting remained open from 9.00 am on Friday. 4rh Septembcr 202r, ro s.0o ,. ,rn 5al urdc\ , 1 o ( )..robr r 2620. Details ofvotes cast are as fbllows: sl. Rcsolutn)n TolalNo of o/o ol No Votes polled in favour againsl agaiost I Approval lbr buyback 4 cquit.y t52106072 I52101233 183I 99.9988 0.00t2 Reqd. & Admn. office : Bengaluru Road 0836 22376 0K41983P1C005247 Customer Care : HUBBALLI Varur HUBBALLI- 581207 Karnataka U 6366119394 G lN{KAR) : 29AABCV360gclZJ :1800 5997 800 e-mail:customercare@vrllogistics.com e-mail:varurho@vrllogistics.com www.vrllogistics.com Corporate office : GirirajAnnexe Circuit House Road HUBBALLI- 580 029 Karnataka B : 9342557973 VRL LOGISTICS LTD A : 0836 2237511 +i: 0836 2256612 U e-mail : headoff ice@vrllogistics.com Based on the above. the chairman declared rhat the above resolution was passed with the requisite majority. In accordance u'ith Rule 22 of the compirnies (Management ant Administation)'Rules 2014. the said Resolutio. is deemed to have been passed on 3'd october 2026, being the last date for voting. 2 Scrutitrizer's report we enclose herewith the rcport of the scrutinizer dated october 5, 2026 received on october 6, 2026 3. voting results as required under Regulation 44 of SEBI (Listing obligations and Disclosure Requirements) Regulalions 2015 is enclosed herewith. The said results along with scrutinizer ropo are being hostcd on the website ofour Company viz. wrilv.vrlgrouD.in as wcll as u,ebsite ofKFin viz. tinq.kfintech-com. You arc requested to take note ofthe same Thanking you, Yours For VRL LIXIITBD ANIRUDDHA PHADNAVIS COMPANY SECRETARY AND COMPLIANCE OFFICER Date:06.10.2026 Place: Hubballi Encl: as above Regd. & Admn. office : Benqaluru Road 8:0836 2237813 CIN : L60210KA]983P1C005247 Customer Care : HUBBALLI Varur HUBBALLI- 581207 Karnataka I :6J6611939a GSTIN (KAR) : 2SAABCV3609ClZJ I :1800 5997800 e-mail:customercare@vrllogistics.com e-mail:varurho@vrllogistics.com www.vrllogistics,com A S PACHLA CO 0$ COMPANY SECRETARIES # 6, l"' Floor C Block, Revankar Complex, Court Cft cle, Hubballi-s80029 Omce r0836-42569 I 9,Cell: 96200- 1291 9, Email: cs akshaysD Scrutinizer's Report [Pursuant to section ]08 @td 110 ofthe Cornryies Act, 2013 and Compaties qionagement ond Adminisffation) tutles, 2014 as amendedl The Chairman VRJ, Logiltics Limitcd (the "Company") CIN: L602loKAt9E3PLC005247 Valur, Post Chabbi, Taluk Hubballi. Distriot Dharwad, Hubballi - 581207. Dear Sir, I, AlGhay S Pachlag,Company SecrEtary in Practice, Hubballi, was appointed as the scrutinizer by the Board ofD ecto.s ofthe Company al their rne€ting held on Tuesday 4d August 2026 for the purpose of scrutinizing e-voting process (remote e-voting) and postal ballot forms under the provisions of Section 108 and 110 of the Companies Act,2013 (the Act) rcad with Rule 20 and 22 of the Companies (Management and Administration) Rules,2014, as arnended (Rules), on the resolutioo contained in the Notice for the postal ballot dated 2Eb August 2026. ?. The Company had availed the remote e-voting fa.ility offer€d by Kfin Technologies Limited for conducting the e-voting process by the shareholdeN of the Company. The Company had also provided voting by the Postal Ballot Form along with prepaid postage Business Reply Envelope to the Shareholders of the Company. 3 The Equity Shareholders holding shares as on 29d August 2026, being cut-olf date, were entitled to vote on the resolution mentioned in theNotice of Postal Ballot. The management of the Cornpany is responsible to ensurE Compliance with the Equirements of the Compsnies Act, 2013 and Rules relating to voting tfuough remote e-voting alld by postal ballot folm for the resolution oontaine-d in the Notice for the postal ballot dared 28d August 2026. My responsibility as a scrutinizer for the voting process of e-voting through electronic means is reshigted to firmish scrutinizer's report on the votes oast "in favou." or "against'the rgsolution, based on the reports generated ilom the e-voting system provide-d by Kfin Technologies Ltnited (Kfin), the Agency authoriz€d under the Rules and engaged by the Company to pmvide rcmote e-votinS facilities for the voting through electronic means and postal ballots reoeived by rne respeotively. The remote E-Voting period remaifled open ftom 9.00 AM on Friday, 4h Septemb€r, 2026 to 5.00 PM on Saturday, 3'd October, 2026. The votes cast through physical ballots form rgceived before 5.00 PM on Saturday, 3d Octob$,2026 were consider€d and no postal ballot forms were r€ceived after the cut offtime. 7. tE The votes cast through remote e-voting were unblocked by me al 05,03 pm on 3d Octobet 2026 in presence of two witnesses who are not in the employment ofthe Company. The results of remote e-voti[g along with the list of equity sharcholders who voted "Fof' or "Against" were downloaded liom the E-Voting website of Kfin (https://evotine.kfintech.com). 1: Page I of2 The result ofvoting thmugh physical ballot forms and remote e-voting is as under: Rerolutiotr No. Approval for Buyback of Equity Shares of the Compatry Fivour Against Abstair/ Invalid Bollotr Ballots Votes Ballots Votes Ballots 442 403 152404233 99.99 28 r839 0.01 3697 0.00 The R€solution stands p&ssed 10. The relevant records relating to the e-voting and postal ballots are under my saf€ custody and will be handed over to lhe Company Secretary for preserving safely after the Chairmafl considers, approves and signs the minutes. Tlarking you, Yours faithtully, ForASPachlag& Secretaties ACS 30Irf, cP 11710 CS s ACS 30741, CP 11710 PR Certificate No 7970/2026 PIacei Hubballi Daled: sth October 2026 UDIN: A030741H001727436 Countersigned by For VRL Aniruddhr A. Phrdarvig Company Secretary and Compliance Ofiicer Page 2 of2 .E a bE &: 9t d* :e P 6;19 ?d g ,g :s