This is regard to the captioned buyback and is further to our communication dated October 8, 2026 wherein we had submitted the Public Announcement (PA) and corrigendum to PA pertaining to the captioned buyback. we pleased to submit herewith the letter of offer dated October 24, 2026 for your reference and dissemination.

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 Sub: Submission of Letter of Offer pertaining to buyback of not exceeding 87,50,000 (Eighty Seven Lakh Fifty Thousand) fully paid-up equity shares of Company having face value of ₹10/- (Indian Rupees Ten only) each, representing 5 % of the equity shares in the existing total paid-up equity capital of VRL Logistics Limited (hereinafter referred as “the Company” from all the eligible shareholders as on the record date, being Thursday, October 22, 2026) on a proportionate basis, through the ‘tender offer’ process, at a price of ₹320/- (Indian Rupees three hundred twenty only) per equity share, payable in cash, for an aggregate maximum amount not exceeding ₹28,000 lakhs (Indian Rupees twenty eight thousand lakhs only) excluding transaction costs. Dear Sir/Madam, This is in regard to the captioned Buyback and is further to our communication dated October 8, 2026 and October 17, 2026 wherein we had submitted the Public Announcement and corrigendum to Public Announcement pertaining to the captioned Buyback respectively. We are pleased to submit herewith the letter of offer dated October 24, 2026 (“LOF”) for your reference and dissemination. You are requested to take note of the following schedule of activities in relation to the Buyback: ACTIVITY DATE DAY Date of opening of Buyback October 27 2026 Tuesday Date of closing of Buyback November 2 2026 Monday Last date of receipt of completed Tender Forms November 2 2026 Monday and other specified documents by the Registrar Last date of settlement of bids on the Stock November 9, 2026 Monday Exchange We request you to kindly take the above on record. Thanking you, For VRL LOGISTICS LIMITED ANIRUDDHA PHADNAVIS COMPANY SECRETARY & COMPLIANCE OFFICER DATE: OCTOBER 24, 2026 LETTER OF OFFER THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION This Letter of Offer dated October 24, 2026 is being sent to you as a registered Equity Shareholder (as defined below) of VRL Logistics Limited (the “Company”) as on the Record Date being Thursday, October 22, 2026 (the “Record Date”), or beneficial owners of fully paid-up equity share(s) of face value of ₹ 10/- each of the Company (the “Equity Shares”) as on the Record Date (as per the records made available to the Company by Depositories as on the Record Date in accordance with the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 2018, as amended (the “Buyback Regulations”). If you require any clarifications about the action to be taken, you may consult your stock broker or investment consultant or the Manager to the Buyback, namely Motilal Oswal Investment Advisors Limited, or the Registrar to the Buyback, namely KFin Technologies Limited Please refer to the section on “Definitions of Key Terms” for the definition of the capitalized terms used herein. VRL LOGISTICS LIMITED CIN: L60210KA1983PLC005247 Registered Office: RSNO.351/1, Varur Post Chabbi, Taluk, Hubli Dist. Dharwad, Hubli– 581207, Karnataka Tel: 0836-2237511 Website: www.vrlgroup.in , E-mail: investors@vrllogistics.com Contact Person: Aniruddha Phadnavis, Company Secretary and Compliance Officer OFFER TO BUY BACK UP TO 87,50,000 (EIGHTY SEVEN LAKHS FIFTY THOUSAND ONLY) FULLY PAID-UP EQUITY SHARES OF FACE VALUE OF ₹ 10 (RUPEES TEN ONLY) EACH OF VRL LOGISTICS LIMITED, REPRESENTING 5% OF THE TOTAL NUMBER OF EQUITY SHARES IN THE PAID-UP EQUITY SHARE CAPITAL OF THE COMPANY AS ON MARCH 31, 2026 FROM ALL THE ELIGIBLE SHAREHOLDERS OF EQUITY SHARES OF THE COMPANY AS ON OCTOBER 22, 2026 (RECORD DATE) AS PER THE RECORDS MADE AVAILABLE TO THE COMPANY BY DEPOSITORIES AS ON THE RECORD DATE, ON A PROPORTIONATE BASIS (SUBJECT TO SMALL SHAREHOLDER RESERVATION), THROUGH THE “TENDER OFFER” ROUTE AT A PRICE OF ₹ 320/- (RUPEES THREE HUNDRED AND TWENTY ONLY) PER EQUITY SHARE PAYABLE IN CASH FOR AN AGGREGATE CONSIDERATION OF UP TO ₹28,000 LAKHS (RUPEES TWENTY EIGHT THOUSAND LAKHS ONLY) (“BUYBACK”). 1) The Buyback is being undertaken in accordance with Article 63 of the Articles of Association of the Company, and the provisions of Sections 68, 69 and 70 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”), the relevant rules framed thereunder including the Share Capital Rules, the Management Rules, to the extent applicable, the LODR Regulations (as defined hereinafter) and including any amendments, statutory modification or re-enactments thereof, for the time being in force, in compliance with the Buyback Regulations read with the SEBI Circulars (as defined hereinafter) and subject to such other approvals, permissions, sanctions and exemptions as may be necessary and subject to such conditions and modifications, if any, as may be prescribed or imposed by the appropriate authorities while granting such approvals, permissions, sanctions and exemptions, which may be agreed to by the Board of Directors of the Company (“Board”, which expression shall include any committee constituted/to be constituted by the Board to exercise its powers), and on the terms and conditions (which may be modified based on regulatory requirements). 2) The Buyback is further subject to approvals, permissions, consents, exemptions and sanctions as may be necessary, and subject to such conditions and modifications, if any, from time to time from statutory, regulatory or governmental authorities as required under applicable laws, including but not limited to Securities and Exchange Board of India (“SEBI”) and the stock exchanges where the Equity Shares of the Company are listed i.e. the BSE Limited (“BSE”) and The National Stock Exchange of India Limited (“NSE”) (collectively, “Indian Stock Exchanges”). 3) The Buyback Offer Size (as defined hereinafter) represents 24.51% of the aggregate 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. As per Regulation 4(i) of the Buyback Regulations, the Buyback Offer Size is within the statutory limit of 25% of the aggregate of the fully paid-up capital and free reserves of the Company as on March 31, 2026. 4) This Letter of Offer is sent through electronic means to all the Equity Shareholders of the Company as on the Record Date i.e., Thursday, October 22, 2026 (“Eligible Shareholders”) in accordance with the Buyback Regulations and such other circulars or notifications, as may be applicable. Further, in terms of Regulation 9(ii) of the Buyback Regulations, if the Company receives a request from any Eligible Shareholder to dispatch a copy of this Letter of Offer in physical form, the same shall be sent to such shareholder’s registered postal address. 5) For details of the procedure for Acceptance (defined below), please refer to the “Procedure for Tender/Offer and Settlement” on page 34 of this Letter of Offer. The Form of Acceptance-cum-Acknowledgement (the “Tender Form”) along with the share transfer form (“Form SH-4”) is enclosed together with this Letter of Offer. 6) For details of the procedure for Acceptance, please refer to the “Process and Methodology for the Buyback” on page 31 of this Letter of Offer. For mode of payment of cash consideration to the Eligible Shareholders, please refer to “Procedure for Tender/ Offer and Settlement - Method of Settlement” on page 34 of this Letter of Offer. 7) A copy of the Public Announcement (defined below) and this Letter of Offer (including the Tender Form and SH-4) are expected to be available on the website of SEBI (www.sebi.gov.in), Company (www.vrlgroup.in), NSE (www.nseindia.com), BSE (www.bseindia.com), Registrar to the Buyback (https://karisma.kfintech.com) and Manager to the Buyback (www.motilaloswal.com). 8) Eligible Shareholders are advised to read this Letter of Offer and in par [Showing first 8,000 characters — download PDF for full document]