Interim report
Page 1
To, BSE timited Phiroze Jeejeebhoy Towerc Dala! Street Mumbai- 400fi)1 Scrip Code: 539118 Dear Sir/Madam, Sub: Outcome of Board Meeting held on 5th February 2026 Pursuant to Regulation 30 and 33 of the SEB| (Listing Obligations and Disclosure Requirements) Regulatio ns 2015, the Boa rd of Directors at their meeting held today, inter olio,transacted the followings: Finqncial Results The Board of Directors considered and approved the un-audited reviewed financial results of the Company forthe quarter and nine months ended 31't December 2025. Copies ofthe un-audited reviewed financial results along with the Limited Review Report furnished by the Auditors of the Company are enclosed herewith for your reference and records. Decloration of lnterim Dividend Further to our intimation dated 24th January 2026 and in terms of Regulation 30 (2) of the SEBI Listing Regulations, we wish to inform you that the Board of Directors of the Company declared an interim dividend of Rs.5/- per equity share. Record date for the said purpose would be intimated separately. The Board Meeting commenced at 2.00 p.m. and concluded at 3.00 p.m. The above information will also be hosted on the Company' s website httos://www.vr lqroup.in. We request you to kindly take note of the same. Thanking yo Yours fait For VRL LOG LIMITED ANIRUDDHA PHADNAVIS COMPANY SECRETARY AND COMPLIANCE OFFICER Date:05.02.2026 Place: Hubballi ( * * slJ (^ .o ,.5g$ llv sTr Regd. & Admn. Office : Bengaluru Road Varur HUBBALLI - 581 2O7 Karnataka State Phone : 0836 2237613 Fax : 0836 2237614 e-mail : varurho@vrllogistics.com Customer Care : HUBBALL! O 0836 - 23O78OO e-mai! : Gustomercare@vrllogistics.Gom Website : wwuvrllogistics.com CIN : 16021OKA1983P1C005247 GSTIN (KAR): 29AABCV3609C1ZJ VRL LOGISTICS LTD Since 1976 @ Corporate Office : Giriraj Annexe Circuit House Road HUBBAILI - 580 029 Karnataka State Phone : 0836 2237511 Fax : 0836 2256612 e-mail : headofficepvrllogistics.com National Stock Exchange of lndia Limited Exchange Plaza, Plot No.C/l, G-Block, Bandra - Kurla Complex, Bandra (E), Mumbai - 400 051 Scrip Code: VRTLOG
Page 2
Walker Chandiok &Co LLP Walker Ghandiok & Co LLP 'l6th Floor, Tower lll, One lnternational Center, S B Marg, Prabhadevi (W, Mumbai - 40001 3 Maharashtra, lndia T +91 22 6626 2600 tndependent Auditor's Review Report on Unaudited Quarterly Financial Results and Year to Date Financial Resutts of the Company pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amenrled) 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 31 December 2025 and the year to date financial re.-rlts for the period 1 April 2025 to 31 December 2025, 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 responsibitity 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 lndian Accounting Standard 34, lnterim Financial Reporting ('lnd AS 34'), prescribed under section 133 of the Companies Act, 201 3 (the 'Act'), and other accounting principles generally accepted in lndia 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. We conducted our review of the Statement in accordance with the Standard on Review Engagements (,SRE,) 2410, Review of lnterim Financial lnformation Performed by the lndependent Auditor of the Entity, Lsued'by the lnstitute of Chartered Accountants of lndia ('lCAl'). A review.of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analyticai and other review-procedures. A review is strbstantially less in scope than an audit "bn,iuctea in iccordance with the Standards on Auditing specified under section 143(10) of the Act, and consequenly, does not enable us to obtain assurance that we rvould become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in lnd A-S 34, prescribed under seclion 133 of the Act, and other accounting principles generally accepted in lndia, has not disclosed the information required to be disclosed in accordance with the requirements of Regulation 33 of the Listing Regulations, including the manner in which it is to be disclosed, or that it contains any material misstatement. J 4 * MUlvl ACc Chartered Accountanls Oiii""" in n|,*"auUua, gengaluru, Chandiga.h, Chennai Dehradun, Goa, Gurugram, Hyderabad lndore' Kochi' liolkata' [,4umbai. New Delhi, Noida and Pune Walkor Chandiok & Co LLP is rogislered wilh limited liabllilywith identification numberAAC-2085 and has ils rogistered offico at L-41, Connaughl Crrcus, OutorCircle, New Delhi, 110001, lndia
Page 3
5 VRL Logistics Limited lndependent Auditor's Review Report on Unaudited Quarterly Financial Results of the Companypursuant to the Regulation 33 of the Listing Regutations The review of unaudited quarterly and year-to-date financial results for the period ended 31 December 2024 and audit of annual financial results for the year ended 31 March 2025 included in the Statement was carried out and reported by Kalyaniwalla & Mistry LLP, Chartered Accountants, who have expressed unmodified conclusion vide their review report dated 5 February 2025 and unmodified opinion vide their audit report dated 21 May 2025, respectively, whose reports have been furnished to us and which have been relied upon by us for the purpose of our review of the Statement. Our conclusion is not modified in respect of this matter. For Walker Chandiok & Co LLP Chartered Accountants Firm Registration No: 001 076N/N5000'1 3 @)W Bharat Shetty Partner Membership No. 106815 UD|N: &GlOGBf f S3tlFl-F85o+ Place: Hubballi Date: 5 February 2026 Chart6red Accounlanls Offices in Ahmedabad, Bengaluru, Chandigarh, Chennai, Oehradun, Goa, Gurugram, Hyderabad, lndore, Kochi, Kolkata Mumbai. New Delhi, Noida and Pune Walker Chendiok & Co LLP is regislered with lmited liabillty with idsnldicalron nurnber AAC-2085 and has ils regislerod offlc€ at L4l , Conoaught Circus, Ouler Circle, New oelhi, 110001, lndia MUMSA]* *
Page 4
VRL Logbttcs L:-nlted Regbtered Omce: lath I(Il,, NH 4, BeEgaluru Roa.t, Varur, Hubba[l - S8l 2OZ, NaDretaLaCI : L5O2 1OXA19a 3PLC;OOS247, Ureb.lte : sws.vrltogktica,coE STATEMEI{T OF UNAUDITED FINA.I{CIAT RESULTS FOR THE QU/TRTER AIID NINE MONTIIS ET{DED 31 DECEMBER 2025 1R[ Particulara atter eDaled Nine aonthr cnaled Year Glded30.o9.2025 {Utrauditedl 3L.12.2024 (Urauditedl 3L.12.2025 (Unr[dited) 3L,12.2024 (Uaaudltedl 31.03.2025 (Audttedl I lEcoroe Revenue From Op€rations Other lncome (refer note 4) Totat tncose 82,696.23 382.64 79,69s.99 696.83 a 392.A2 42,522.39 567.68 8 o90.07 2,36,a25.79 t,72a.93 s54.72 2,35,19 r.38 2,294.s4 445.92 3,16,094.80 2,545.85 2 EipeDtea Freight, Handling and Servicing Cost Employee Benefits Dxpense l-inance Costs Depreciadon and Arnortisation Expcnsc Other Expenses 83 78.47 50,886.35 13,791.62 2,406.71 6,456.32 1.203.03 1,41,342.14 43,351.89 7,231.O1 t9,? 50.4a 4,859.8r 1,52,646.a6 40,586.O2 6,907.29 18,986.10 3,323.66 1a 1,99,936.31 54,516.80 9,443.7 5 2s,362.46 4,345.77 Total 74,694.20 73,480.90 74,744.O5 2,16,s35.33 222,449,93 2,93,645.O9 3 Piollt Befole Trx {1-2) 8,384.67 6,9tt.92 8,346.04 22,O19.39 15,035.99 24,995.55 4 Taa experre/(ciedlt) Current Tax Defcrred Ta-\ 1'ax Relating to Earlier Years Total Tax Experrseg r,330.00 592.97 1,922.97 2,4O3.7O 5,4lO.OO 204.12 (63.2o) 5,sso.92 3,456.60 684.00 27.34 4,L67.94 s,570.00 1,O72.54 59.73 6,7O2.27 5 Profit for the Peiiod 3"4 6,475.23 4 948.95 942,34 (138.96) 34.98 (34.12) 8.59 16,46A.47 1o,868.O1 t4,293.29 6 Othe. Comprehe$lve llcoae l'OCI'l Items that will not be subseouentlv to Drofit or Ioss Re-measurement of Delined Benefit Plans (loss) lucome tax relating to above 176.?2) I9.31 {230.16) 57.93 (102.3s) 25.76 (s7.91) 14.57 OCI - los3 lllet of Tax) l57,4Ll 1103.981 t25.s3l 1L72,231 (76.s9) 143.341 Total Coaprchea3lve lucolae for the Perlod/Year - cair (5+6) 6,4L7.A2 4,444.97 5,916.41 L6,296.24 LO,79L.42 t4,249.95 8 9 10 L7,493.?0 3.70 17,493.70 2.85 8,746.85 3.40* t7,493.70 9.41 6.22' 8,746.85 99,708.71 10.46" a lr lakhr uolear othersLe *ln accordance with lnd AS 33 "Da.rnings pcr Share", the figures of earnings per share presented havc becn rcstated to give the effect of allotrnent ofbonus shares, refer notc 5 Sr. 3L.12.2025 (Unaudlted) 49,2i5.96 15,07 r.99 2, r85.68 6,808.5q, 1,372,O1 4A,O41.23 14.709.49 2,423.92 6,47 5.78 1,830.48 2,3s0.00 1377.36) 163.2O) 1,9o9.44 2.156.OO 247.70 Paid-up Equity Share Capital (refer note 5) Other Equity Earnings pcr Equity Sha-re {Face Value of I l0/- cach) INot Annualised. Except for the vear end) Basic and Diluted (<) 4,746.85
Page 5
VRL Logistics Limited Registered Office: 18th KM, NH 4, Bengaturu Road, Varur, llubballi - 581 207, Karnataka CIN: L60210KA1983PLCO05247 Website: wvriiv.vrlloqistics^com Notes: 1. These unaudited financial results (the 'Statement') have been prepared in accordance with the recognition and rrieasurement principles laid down under 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 requirernents of Regulation 33 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (as amended) ('Listing RegulationsJ. 2. The Company does not have any subsidiary/ iissociate/ joint venture as at 31 December 2025. 3. The Company is in the business of goods transport. The Chief Operating Decision Maker ('coDM) reviews the company's performance as a single segment. As the activities of the Company comprise of only one segment and ac-ordingly, the Statement is reflective of the information required by Ind AS 108 ,,Operating Segments". Also, the entire operations of the company in terms of location of assets are within India. 4. Other income for the nine-months period ended 31 December 2024 and year ended 31 March 2025 includes profit on salc of immovable property (land and building) of { t,136.77 lakhs to a promoter entity. 5. The Board of Directors, in their meeting held on 4 July 2025, approved the issuance of bonus equity shares in the ratio of 1:1 by capitalizing a sum not exceed.ing < 8,746.85 lakhs from the Company's eligible reserves, which was subsequently approved by the shareholders in the annual general meeting held on 6 August 2025. Accordingly, bonus equity shares'*,ere allotted to the eligible sharehold.ers on 18 August 2025 l-ty capitalizing the capital reJemption reserye, securities premium, aud general reserve of the company. The paid-up equity share capital of the company increased from 87,469,485 shares of { 10 each to 174,936,990 shares of { 10 each' In order to facilitate the aforesaid issue of bonus shares, the authorised share capital of the Company, which earlier comprised of 125,000,000 equity shares of { 10 each, aggregating to { 12,500 lal<hs and 0.001% compulsorily and mandatorily convirtible participatory preference shares of { 100 each, aggregating to { t t,200 lakhs, was reclassified to 237,000,000 equity shares oi < f O each, aggregating to 1 23,700 lakhs. This reclassification was approved by Boaid of Directors and shareholders of the Company in their rispective meetings held on 4 July 2025 and 6 August 2025' The issue of aforesaid bonus equity shares conrplies with all applicable laws'
Page 6
7. Figures of previous quarter/ year have beert regrouped, reclassihed and realranged, wherever necessary, to conform to critrent period's presentation, which are not considered material to this Staternent. 8. The Board of Directors have declarcd an interim dividend of { 5 per equity share (face value of t 10/- each). 9. The Staternent has been reviewed and recommended by the Audit Committee and approved by the Board of Directors at their respective meetings held on 5 February 2026. There are no qualifications in the revierv report issr.red for the quarter and nine-months period ended 31 December 2025. For and on behalfofthe Board ofDirectors Place: Hubballi Date: 5 February 2O26 VRL Logistics Limited Registered Office: 18th KM, NH 4, Bengaluru Road, Varur, llubballi -581 207, Karnataka C I N : L6021 0KAl 983P LCO05247 LVebs ite : ILt1.r.:g.l&gQt&S€9!! 6. On 21 November 2025, the Government of india notified the four Labour Codes - the Code on Wages, 2019, the Industrial Relations Code, 2020, t}:,e Code on Social Security, 2O2O, and the Occr-rpa.tional Safety, Health and Working Conditions Code, 2O2O (collectively, 'Ne*w Labour Code') consolidating 29 existing labour laws, The lvlinistry of Labour & Employment published draft Central Rutes ancl FAQs to enable assessment of the financial impact due to changes in regulations. The Company has assessed that there is no incremental impact of these changes on thg basis of the best information available, consistent with the guidanee provi{ed.by the Institute of Chartered Accountants of India. The Company continues to monitor the finalisation of Central andl or State Rules and clarifications from the Government on other aspects of the New Labour Code and would provide appropriate accounting effect on the basis of such developments as needed. Anand Sanhestrwar Managing Director DIN: OO217773