In compliance with Regulation 5(v) of the SEBI (Buyback) Regulations 2018, the copies of Special Resolution passed and Board Resolution approving the buyback equity shares.

The Listing Department The Listing Department BSE Limited National Stock Exchange of India Limited P.J. Tower, Dalal Street, Bandra-Kurla Complex, Bandra (East), Mumbai 400 001. Mumbai -400051. Scrip Code: 539118 Scrip Symbol: VRLLOG Dear Sir/ Madam, Sub: Submission of a certified true of Special Resolution for the buyback of equity shares of VRL Logistics Limited (“Company”). This communication is in continuation of our proceedings of Postal Ballot concluded on October 3, 2026, wherein we informed that the shareholders of the Company, approved the buyback of 87,50,000 (Eighty seven lakh fifty thousands) fully paid-up equity shares of the Company, having a face value of Rs. 10/- (“Equity Shares”) by special resolution, representing 5 % of the total number of Equity Shares in the paid- up equity share capital of the Company, at a price of ₹320/- (Rupees three hundred twenty only) per equity share payable in cash for an aggregate amount not exceeding ₹. 28,000 (Rupees twenty eighty thousand lakhs only) ("Buyback Size”), on a proportionate basis through the tender offer route, in accordance with the Companies Act, 2013, as amended, and rules made thereunder, and the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended (“Buyback Regulations”) and other applicable laws. The Buyback Size represents 24.51 % of the aggregate of the total paid-up equity share capital and free reserves as per the latest audited standalone financial statements of the Company as at March 31, 2026, respectively. In compliance with Regulation 5(v) of the Buyback Regulations, a copies of the special resolution passed and Board resolution approving the buyback is enclosed herewith. We request you to kindly take the above on record. For VRL LOGISTICS LIMITED ANIRUDDHA PHADNAVIS COMPANY SECRETARY & COMPLIANCE OFFICER Place: Hubballi Date: 08.10.2026 1. CERTIFIED TRUE COPY OF SPECIAL RESOLUTION PASSED THROUGH POSTAL BALLOT AND E-VOTING CONCLUDED ON SATURDAY 3RD OCTOBER 2026 AT 5.00 P.M. “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 (Eighty Seven Lakhs Fifty Thousand Only) fully paid-up equity shares of face value of ₹10/- (Rupee Ten) each (“Equity Shares”), from the shareholders of the Company, as on the record date, to be determined by the Board / Buyback Committee (“Record Date”), on a proportionate basis, at a price of ₹320/- (Rupees Three Hundred Twenty only) per Equity Share (“Buyback Price”) and for aggregate amount of ₹28,000 lakhs (Rupees Twenty Eight Thousand Lakhs only) (“Buyback Offer Size”), representing 24.51% of the total paid-up share capital and free reserves of the Company based on the latest audited financial statements of the Company as at March 31, 2026 (“Buyback”) and that the Buyback Offer Size does not include any expenses or transaction costs incurred or to be incurred for the Buyback, such as, brokerage, filing fees, advisory fees, intermediaries’ fees, public announcement, publication expenses, printing and dispatch expenses, applicable taxes such as securities transaction tax, goods and services tax, stamp duty etc. and other incidental and related expenses (“Transaction Costs”) and that the Buyback period shall commence from the date of declaration of results of the postal ballot for this special resolution until the last date on which the payment of consideration for the Equity Shares bought back by the Company is made (“Buyback Period”), in accordance with, and consonance, with the provisions contained in the Buyback Regulations, the Act, Share Capital Rules, the Management Rules and the LODR Regulations; RESOLVED FURTHER THAT the Board / Buyback Committee may, till 1 (one) working day prior to the Record Date, increase the Buyback Price and decrease the number of Equity Shares proposed to be bought back under the Buyback, such that there is no change in the Buyback Offer Size, in terms of Regulation 5(via) of the SEBI Buyback Regulations; RESOLVED FURTHER THAT all equity shareholders of the Company as on Record Date will be eligible to participate in the Buyback; RESOLVED FURTHER THAT the Company, to the extent legally permissible, implement the Buyback using the “Mechanism for acquisition of shares through Stock Exchange” notified by Securities and Exchange Board of India (“SEBI”) vide circular CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015 read with SEBI circular CFD/DCR2/ CIR/P/2016/131 dated December 9, 2016, SEBI circular SEBI/HO/CFD/DCR-III/CIR/P/2021/615 dated August 13, 2021 and SEBI circular SEBI/HO/CFD/ PoD-2/P/CIR/2023/35 dated March 8, 2023, and such other circulars or notifications, as may be applicable, including any further amendments or statutory modifications thereof for the time being in force and the Company shall approach the Stock Exchange(s)as may be required for facilitating the same and subject to decision of the Board/Buyback Committee, one of BSE and NSE shall act as the designated stock exchange; RESOLVED FURTHER THAT the Company shall implement the Buyback out of its free reserves or such other source as may be permitted by the Buyback Regulations or the Act, and the Buyback shall be undertaken through the tender offer route through the stock exchanges, on such terms and conditions as the Board may deem fit; RESOLVED FURTHER THAT it is hereby recorded that, unless the Board / Buy back Committee exercises a revision as approved above under Regulation 5(via) of the SEBI Buyback Regulations, with the Buyback Offer Price and the Buyback Offer Size as approved above, the resultant Buyback Equity Shares shall be 87,50,000 (Eighty-Seven Lakh Fifty Thousand) fully paid-up shares representing 5.00 % of the fully paid-up share capital as per the latest audited financial statements for the financial year ended March 31, 2026; RESOLVED FURTHER THAT the amount required by the Company for the Buyback is intended to be met out of the Company’s current surplus and/or cash balances and/or cash available from internal accruals and on such terms and conditions as the Board may decide from time to time at its absolute discretion; RESOLVED FURTHER THAT the Company may buy back its Equity Shares from all the existing shareholders of the Company on a proportionate basis, provided that 15% of the number of Equity Shares which the Company proposes to Buyback or number of Equity Shares entitled as per the shareholding of small shareholders, whichever is higher, as defined under the Buyback Regulations (“Small Shareholders”), shall be reserved for the Small Shareholders, as prescribed under Regulation 6 of the Buyback Regulations and i [Showing first 8,000 characters — download PDF for full document]