Quarterly result

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- 400001 Mumbai — 400 051 Scrip Code: 539118 Scrip Code: VRLLOG Dear Sir / Madam, Sub: Outcome of Board Meeting held on August 4, 2026 - 1. Reviewed Financial Results for the quarter ended June 30, 2026 2. Buy Back of equity shares of the Company through Tender offer Pursuant to Regulation 30 and 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, Board of Directors at their meeting held today, inter alia, have transacted the following items: FINANCIAL RESULTS The Board considered and approved the reviewed financial results of the Company for the quarter ended June 30" 2026. Copies of the financial results along with the Limited Review Report furnished by the Auditors of the Company are enclosed herewith for your reference and records. APPROVAL FOR BUY-BACK OF EQUITY SHARES OF THE COMPANY The Board of Directors have considered and approved the proposal to buy back not exceeding 87,50,000 (Eighty Seven Lakhs Fifty Thousand) fully paid up equity shares of the Company having a face value of X 10 each (“Equity Shares” or “Shares”) representing 5.00 % of the total number of equity shares in the paid-up equity share capital of the Company from Shareholders / Beneficial Owners of the Equity Shares of the Company, as on record date, which will be decided subsequently by the Board/Buy Back Committee (“Record Date”), on a proportionate basis, through the “tender offer” route, using mechanism for acquisition of shares through stock exchange as prescrihed under Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended (the “Buyback Regulations”) and such other circulars or notifications issued by the Securities and Exchange Board of India (“SEBI”) and pursuant to the Companies Act, 2013 and rules made thereunder, as amended from time to time provided that 15% (fifteen percent) of the number of Equity Shares which the Company proposes to Buy Back or number of Equity Shares entitled as per the shareholding of small shareholders as on the Record Date, whichever is higher, shall be reserved for the small shareholders as prescribed under the SEBI Buy Back Regulations (hereinafter referred to as the “Buy Back”), at a price of ¥ 320 (Rupees Three Hundred Twenty only) per Equity Share (“Buyback Price”) payable in cash for an aggregate amount not exceeding X 28,000 lakhs (Rupees Two Hundred Eighty Crore Only) (“Buyback Size”), representing 24.51 % of the aggregate of the fully paid-up equity share capitali and free reserves of the Company, as pe ® ijatesi audited financial statements of the Company (financial year ended 31 March 2026), ding transaction costs and expenses under : varurho@uvrllogistics.com : customercare@vrllogistics.com Corporate Office : Giriraj Annexe Circuit House Road HUBBALLI - 580 029 Karnataka State Phone : 0836 2237511 Fax : 0836 2256612 e-mail : headoffice@vrllogistics.com Income Tax Act, 2025 and any expenses incurred or to be incurred for the Buyback viz. brokerage costs, fees, turnover charges, taxes such as tax on Buyback, securities transaction tax and goods and services tax (if any), stamp duty, filing fees to SEBI, stock exchange charges, advisors/legal fees, printing and dispatch expenses, if any, public announcement publication expenses and other incidental and related expenses and charges (“Transaction Costs”), the same being within the 25% limit of paid-up share capital and free reserves as per the latest audited financial statements of the Company (financial year ended 31 March 2026). The Board/Buy Back Committee may, 1 (one) working day prior to the Record Date, increase the Buy Back Price and decrease the number of Equity Shares proposed to be bought back under the Buy Back, such that there is no change in the Buy Back Size, in terms of Regulation 5(via) of the SEBI Buy Back Regulations. The proposed Buy Back is subject to approval of shareholders by way of a special resolution through a postal baliot (including remote e-voting) pursuant to Sections 108 and 110 of the Companies Act, 2013 read with Rules framed thereunder and all other applicable statutory approvals. The process, timelines and other requisite details with regard to postal ballot will be communicated in due course. The Board has noted the intention of Promoters and members of the Promoter Group of the Company NOT to participate in the proposed Buy-Back. The Board has also constituted a committee for the purpose of the Buy Back (“Buy Back Committee”) and has delegated its powers to the Buy Back Committee to do or cause to be done all such acts, deeds, matters and things, in its discretion, deemed necessary in connection with the Buy Back. A detailed disclosure as required under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Reguiations, 2015 (“Listing Reguiations”) read with the SEBi Master Circuiar No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024 is enclosed as Annexure 1. The Pre-Buy Back shareholding of the Company (as on July 31, 2026) is annexed as Annexure 2. Further, the post Buy Back shareholding of the Company will be provided upon completion of the Buy Back. The Board Meeting commenced at 10.30 A.M and concluded at 12.45 P.M. The above information will also be hosted on the Company's website https://www.vrlgroup.in We request you to kindly take note of the same. Thanking you, For VRL LOGI IMITED —e y ANIRUDDHA PHADNAVIS COMPANY SECRETARY AND COMPLIANCE OFFICER Date: 04.08.2026 Place: Hubballi Regd. & Admn. Office : Bengaluru Road Varur HUBBALLI - 581 207 Karnataka State Phone : 0836 2237613 Fax : 0836 2237614 e-mail : varurho@vrllogistics.com Customer Care : HUBBALLI © 0836 - 2307800 e-mail : customercare@vriiogistics.com Website : www.vrllogistics.com CIN : L60210KA1983PLC005247 GSTIN (KAR): 29AABCV3609C1Z)J Walker Chandiok &Co LLP Walker Chandiok & Co LLP 42™ Floor, Building Commerz Il International Business Park, QOberai Garden City, Off Western Express Highway, Goregaon (East), Mumbai — 400063 T +91 22 6626 2699 Independent Auditor's Review Report on Unaudited Quarterly Financial Results of the Company pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) To the Board of Directors of VRL Logistics Limited 1. We have reviewed the accompanying statement of unaudited financial results (the ‘Statement’) of VRL Logistics Limited (the ‘Company’) for the quarter ended 30 June 2026, being submitted by the Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) (‘Listing Regulations’). 2. The Statement, which is the responsibility of the Company's management and approved by the Company’s Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, Interim Financial Reporting ('Ind AS 34'), prescribed under section 133 of the Companies Act, 2013 (the 'Act’), and other accounting principles generally accepted in India and is in compliance with the presentation and disclosure requirements of Regulation 33 of the Listing Regulations. Our responsibility is to express a conclusion on the Statement based on our review. 3. We conducted our review of the Statement in accordance with the Standard on Review Engagements ('SRE') 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity, issued by the Institute of Chartered Accountants of India (the 'ICAI'). A review of interim financial information consists of making inquiries, primarily of persons responsible for [Showing first 8,000 characters — download PDF for full document]