Buyback

LETTER OF OFFER THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION This Letter of Offer is being sent to you as a registered Equity Shareholders (as defined below) or beneficial owners of fully paid- up Equity Shares of Patel Integrated Logistics Limited (“Company”), as on the Record Date (as defined below) in accordance with Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018, as amended. If you require any clarification about the action to be taken, you may consult your stockbroker or your investment consultant or the Manager to the Buyback, i.e. Saffron Capital Advisors Private Limited or the Registrar to the Buyback, i.e. Bigshare Services Private Limited. Please refer the section entitled “Definition of Key Terms” for the definition of the capitalized terms used herein. PATEL INTEGRATED LOGISTICS LIMITED Registered Office: Patel House, Ground Floor, Plot No 48, Gazdar Bandh, North Avenue Road, Santacruz West, Mumbai, Maharashtra, 400054, India. Corporate Office: Natasha’, 52 Hill Road, Bandra (West), Mumbai – 400052, Maharashtra, India. Tel. No: 022-26050021 / 26052915 / 26053913 / 26053915; Email: pill_investorservices@patel-india.com; Website: www.patel-india.com Corporate Identification Number (CIN): L71110MH1962PLC012396 Contact Person: Avinash Paul Raj, Company Secretary & Compliance Officer OFFER TO BUY-BACK UP TO 54,00,000 (FIFTY FOUR LAKHS) FULLY PAID-UP EQUITY SHARES OF FACE VALUE OF ₹ 10/- (RUPEES TEN ONLY) EACH OF THE COMPANY (“EQUITY SHARES”) AT A PRICE OF ₹ 20/- (RUPEES TWENTY ONLY) ("BUY-BACK PRICE") PER EQUITY SHARE, PAYABLE IN CASH, FOR AN AGGREGATE AMOUNT NOT EXCEEDING ₹ 10,80,00,000/- (RUPEES TEN CRORE EIGHTY LAKHS ONLY), FROM THE EQUITY SHAREHOLDERS / BENEFICIAL OWNERS OF THE EQUITY SHARES OF THE COMPANY AS ON JUNE 30, 2026 (“RECORD DATE”) AS PER THE RECORDS MADE AVAILABLE TO THE COMPANY BY DEPOSITORIES (AS DEFINED BELOW) AS ON THE RECORD DATE, ON A PROPORTIONATE BASIS THROUGH TENDER OFFER ROUTE USING THE STOCK EXCHANGE MECHANISM. 1) The Buyback is being undertaken in accordance with Article 19 of the Articles of Association of the Company, Sections 68, 69, 70 and 179, and other applicable provisions of the Companies Act, 2013, including any statutory modification(s) or re- enactment thereof and applicable rules thereunder including the Companies (Share Capital and Debentures) Rules, 2014, the Companies (Management and Administration) Rules, 2014, the Companies (Meetings of Board and its Powers) Rules, 2014 and other relevant rules made hereunder, each as amended from time to time and Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018 (“SEBI Buyback Regulations”) the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, (“SEBI Listing Regulations”) read with SEBI Circulars. The Buyback is subject to receipt of such approvals, permissions and sanctions, as may be required under the applicable laws including from the Securities and Exchange Board of India, and/or the National Stock Exchange of India Limited and the BSE Limited, Registrar of Companies, Reserve Bank of India, etc. 2) The Buyback Size is ₹ 10,80,00,000/- (Rupees Ten Crore Eighty Lakhs only) excluding the Transaction Costs, which represents 8.434% and 8.435% of the aggregate of the total paid-up capital and free reserves as per the latest audited standalone and consolidated financial statements of the Company for the financial year ended March 31, 2026, respectively, which is within the statutory limit of 10% of the total paid up equity share capital and free reserves of the Company. 3) This Letter of Offer is being sent electronically to all Eligible Shareholders of the Company as on the Record Date i.e. Tuesday, June 30, 2026, who have registered their email id with the Depositories/ the Company. Further, in terms of explanation to Regulation 9(ii) of the SEBI 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 provided to such shareholder’s registered postal address. 4) For details of the procedure for tender and settlement, please refer to the “Procedure for Tender Offer and Settlement” on page 46. 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. 5) For details of the methodology adopted for the Buyback, please refer to the “Process and Methodology for the Buyback” on page 42. 6) 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 52. 7) A copy of the Public Announcement (as defined below), and this Letter of Offer (including the Tender Form and SH-4) will also be available on the websites of the Company, the Securities and Exchange Board of India, the Registrar to the Buyback, the Stock Exchanges i.e. BSE & NSE and the Manager to the Buyback at www.patel-india.com, www.sebi.gov.in, www.bigshareonline.com, www.bseindia.com, www.nseindia.com and www.saffronadvisor.com, respectively. 8) Eligible Shareholders are advised to refer to “Details of Statutory Approvals” and “Note on Taxation” on pages 41 and 53, of this Letter of Offer respectively, before tendering their Equity Shares in the Buyback. MANAGER TO THE BUYBACK REGISTRAR TO THE BUYBACK SAFFRON CAPITAL ADVISORS PRIVATE LIMITED BIGSHARE SERVICES PRIVATE LIMITED Address: 605, Sixth Floor, Centre Point, Andheri-Kurla Office No. S6-2, 6th Floor, Pinnacle Business Park, Road, J. B. Nagar, Andheri (East), Mumbai - 400 059 Next to Ahura Centre, Mahakali Caves Road, Tel No: +91 22 49730394 Andheri (East), Mumbai - 400 093. E-mail: buybacks@saffronadvisor.com; Tel No: +91 022-62638200; Website: www.saffronadvisor.com; Fax: +91 022 – 62638299; Investor Grievance mail: Email: Openoffer@bigshareonline.com; investorgrievance@saffronadvisor.com Website: www.bigshareonline.com; SEBI Registration No: INM000011211; SEBI Registration Number: INR000001385; Validity: Permanent Validity: Permanent Contact Person: Saurabh Gaikwad/ Satej Darde Contact Person: Maruti Eate BUYBACK PROGRAMME BUYBACK WINDOW OPENING DATE MONDAY, JULY 6, 2026 BUYBACK WINDOW CLOSING DATE FRIDAY, JULY 10, 2026 LAST DATE AND TIME OF RECEIPT OF COMPLETED TENDER FORMS AND ON OR BEFORE 5:00 PM IST, OTHER SPECIFIED DOCUMENTS BY THE REGISTRAR TO THE BUYBACK FRIDAY, JULY 10, 2026 BUYBACK ENTITLEMENT Category of Eligible Shareholders Ratio of Buyback (i.e. Buyback Entitlement)* 44 Equity Share for every 567 Equity Shares held on the Record Reserved Category for Small Shareholders Date 44 Equity Share for every 567 Equity Shares held on the Record General Category for all other Eligible Shareholders Date *Note: The above ratio of Buyback is approximate and provides indicative Buyback Entitlement. Any computation of the Buyback Entitlement using the above Buyback ratio may provide a slightly different number than the actual entitlement due to rounding-off. The actual Buyback Entitlement factor for Small Shareholders under the Reserved Category is 7.76021203133232% and for other shareholders under the General Category is 7.76020868096078%. Also, the numbers arrived at using the actual Buyback Entitlement may not conform exactly to the Buyback Entitlement printed in the Tender Form due to rounding-off of the factor. For further information on Ratio of Buyback as per the Buyback Entitlement in each Category, please refer paragraph 22.7 on page 43 of this Letter of Offer. ELIGIBLE SHAREHOLDERS CAN ALSO CHECK THEIR ENTITLEMENT ON THE WEBSITE OF THE REGISTRAR TO THE BUYBACK BY FOLLOWING THE STEPS GIVEN BELOW: 1) Click on https://www.bigshareonline.com/BuyBack.aspx 2) Select the name of the Company – “Patel Integrated Logistics Limited” 3) Based on the option selected above, enter your “DPID CLID” or “Fol [Showing first 8,000 characters — download PDF for full document]