VRL Logistics seeks shareholder approval for Rs 320/share buyback

• Type of action: Buyback of equity shares via tender offer
• Number of shares: 87,50,000 fully paid-up equity shares of face value ₹10/- each ("Equity Shares")
• Buyback price: ₹320/- (Rupees Three Hundred Twenty only) per Equity Share ("Buyback Price")
• Buyback size: ₹28,000 lakhs (Rupees Twenty Eight Thousand Lakhs only) ("Buyback Offer Size" / "Buy Back Size")
• Share of capital & reserves: 24.51% of total paid-up share capital and free reserves, based on audited financial statements as at March 31, 2026
• Equity percentage: 5.00 % of the fully paid-up share capital, based on the latest audited financial statements for the year ended March 31, 2026
• Face value: ₹10/- (Rupee Ten) each
• Route: Tender offer through stock exchange mechanism, on a proportionate basis
• Reservation for small shareholders: At least 15% of the number of Equity Shares proposed to be bought back, or the entitlement as per small shareholder holdings, whichever is higher

The buyback itself will use a Record Date to determine eligible shareholders, which will be fixed later by the Board / Buyback Committee. The Postal Ballot resolution (which enables the buyback) uses a separate cut-off date for voting eligibility:

• The covering letter states that the notice and explanatory statement are being sent to members whose names appear on the Register of Members / list of beneficial owners as on 29th September 2026 (being the cut-off date).
• Within the detailed Postal Ballot Notice, it is also stated that the notice is being sent to members as on Saturday, 29th August 2026 (‘Cut-off Date’), and that voting rights are reckoned on shares registered in the name of the member as on the cut-off date Saturday, 29th August 2026 (see Notes and Information and Other Instructions relating to Remote E-Voting).

For the buyback entitlement itself, the key line in the special resolution (Agenda Item No.1) states that the buyback will be from shareholders of the Company “as on the record date, to be determined by the Board / Buyback Committee (‘Record Date’)”. That Record Date is not specified in this notice and will be announced separately.

In plain terms, all equity shareholders of the Company as on the Record Date will be eligible to participate in the Buyback, as stated in the special resolution ("RESOLVED FURTHER THAT all equity shareholders of the Company as on Record Date will be eligible to participate in the Buyback;").

As per the exchange intimation and the Postal Ballot Notice:

• Voting start (postal ballot & e-voting): Friday, 4th September 2026 at 09.00 AM (IST)
• Voting end (postal ballot & e-voting): Saturday, 3rd October 2026 at 5.00 PM (IST)
• Deemed date of passing of resolution: The resolution, if passed by requisite majority, “shall be considered as passed on Saturday, 3rd October 2026 (i.e., last date specified by the Company for receipt of duly completed Postal Ballot form or E-Voting)” (see Notes to Postal Ballot Form and Notes section of the Notice).
• Result declaration: The results of the Postal Ballot will be declared on or before Tuesday, 6th October 2026, as stated both in the exchange letter and in the Notes and Information and Other Instructions relating to Remote E-Voting.

The company proposes to implement the buyback through the “Tender Offer” route using the stock exchange mechanism, in line with SEBI circulars cited in the explanatory statement (Section 5 of the Statement pursuant to Section 102(1) and the special resolution text).

Key operational points from the explanatory statement and special resolution:

• The buyback will be funded out of the Company’s current surplus and/or cash balances and/or cash available from internal accruals, and borrowed funds from banks and financial institutions will not be used.
• 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, provided the Buyback Offer Size remains unchanged, in terms of Regulation 5(via) of the SEBI Buyback Regulations.
• Small shareholders (as defined in Regulation 2(i)(n) of the Buyback Regulations) will have a reserved portion of at least 15% of the total number of shares proposed to be bought back or their entitlement, whichever is higher.
• The promoter and promoter group have expressed their intention not to participate in the Buyback, as disclosed in Section 10 of the explanatory statement.

In Section 1 of the explanatory statement titled “Necessity for the Buyback”, the company states that:

• It has been generating “reasonable amounts of cash on an ongoing basis”.
• The buyback is described as being “in line with the Company’s capital allocation practices of returning excess cash to shareholders, thereby increasing shareholder value in the longer term, and improving the Return on Equity”.
• The company says the buyback is undertaken after considering strategic and operational cash needs in the medium term and the need for “returning surplus funds to the members in an effective and efficient manner.”

The explanatory statement further notes expected effects such as distribution of surplus cash to members, potential improvement in earnings per share due to a reduced equity base, and the option for shareholders either to tender shares for cash or retain shares and see their percentage holding rise post-buyback.

Detailed instructions for tendering shares, the final Record Date for the buyback, and the step-by-step timetable for the tender offer will be provided later in the Letter of Offer, which the company states will be sent to eligible shareholders in due course.