Meeting Details

The company conducted a postal ballot process without a physical meeting. The voting period was from 9:00 AM on Friday, 4th September 2026 to 5:00 PM on Saturday, 3rd October 2026.

Proposed Resolution and Implications

The single special resolution sought approval for:

  • Buyback of up to 87,50,000 equity shares
  • Buyback price of ₹120.00 per equity share (face value of ₹10.00)
  • Aggregate consideration not to exceed ₹105,000 lakhs (₹1,050 crores)
  • The buyback represents approximately 5% of the total paid-up equity share capital

Voting Process and Methods

The company provided two voting methods:

1. E-voting through KFin Technologies Limited (https://evoting.kfintech.com)

2. Postal ballot forms with prepaid postage business reply envelopes

The cut-off date for determining shareholder eligibility was 29th August 2026.

Key Voting Outcomes

Overall Results

  • Total votes polled: 152,406,072 votes
  • Votes in favor: 152,404,233 votes (99.9988%)
  • Votes against: 1,839 votes (0.0012%)
  • Abstain/Invalid: 3,697 votes (0.00%)

Shareholder Category-wise Breakdown

Promoter and Promoter Group
  • Shares held: 105,381,942
  • Votes polled via e-voting: 105,378,442 (99.9967% of shares held)
  • 100% votes in favor (105,378,442 votes)
  • 0% votes against
Public Institutions
  • Shares held: 49,139,507
  • Votes polled via e-voting: 46,971,532 (95.5881% of shares held)
  • 100% votes in favor (46,971,532 votes)
  • 0% votes against
Public Non-Institutions
  • Shares held: 20,415,541
  • Votes polled via e-voting: 55,762 votes (0.2731% of shares held)
  • Votes in favor: 53,923 votes (96.7020%)
  • Votes against: 1,839 votes (3.2979%)
  • Votes polled via postal ballot: 336 votes (0.0016% of shares held)
  • 100% votes in favor (336 votes)
  • 0% votes against

Total Participation

  • Total outstanding shares: 174,936,990
  • Total votes polled: 152,406,072 (87.1206% participation)
  • Overall result: Resolution passed with 99.9988% votes in favor

Scrutinizer's Role and Findings

CS Akshay S Pachlag (Membership No. ACS 30741, CP 11710) was appointed as scrutinizer by the Board of Directors at their meeting held on Tuesday, 4th August 2026. His responsibilities included:

  • Scrutinizing both e-voting and postal ballot processes
  • Unblocking e-votes at 5:03 PM on 3rd October 2026 in presence of two independent witnesses
  • Downloading results from KFin's e-voting platform
  • Certifying the voting process as fair and transparent

The scrutinizer confirmed that no postal ballot forms were received after the cutoff time of 5:00 PM on 3rd October 2026.

Compliance with Regulations

The process complied with:

  • Section 108 and 110 of the Companies Act, 2013
  • Companies (Management and Administration) Rules, 2014
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Rule 22 of the Companies (Management and Administration) Rules, 2014

The resolution is deemed to have been passed on 3rd October 2026, being the last date of voting.

Signatories and Documentation

  • Company Secretary: Aniruddha Phadnavis, Company Secretary and Compliance Officer
  • Scrutinizer: CS Akshay S Pachlag of A S Pachlag & Company Secretaries
  • The scrutinizer's report dated 5th October 2026 was received on 6th October 2026
  • All voting records are under the scrutinizer's safekeeping and will be handed over to the Company Secretary for preservation

Additional Information

The voting results and scrutinizer report are available on:

  • Company website: www.vrllogistics.com
  • KFin Technologies website: www.kfintech.com

The promoter/promoter group was not interested in this resolution, as indicated in the voting details.