VRL Logistics Limited's promoters have submitted a formal disclosure to the stock exchanges confirming that no encumbrance was created on their shareholding in the company during the financial year ended 31st March 2026. The declaration, dated 03rd April 2026, was filed in compliance with Regulation 31(4) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Promoter Declaration Under SEBI Takeover Regulations

The disclosure was jointly made by Dr. Vijay Sankeshwar, Promoter and Chairman and Managing Director, and Mr. Anand Sankeshwar, Promoter and Managing Director, both based in Hubballi, Karnataka. They confirmed that neither of them, directly or indirectly, created any encumbrance on the shares of VRL Logistics Limited held by them during the financial year ended 31st March 2026.

The key details of the disclosure are summarised below:

Scope of the Declaration

The promoters further confirmed that the declaration extends to all members of the Promoter Group as well as Persons Acting in Concert (PAC) as on 31st March 2026. The disclosure was addressed to BSE Limited and the National Stock Exchange of India Limited, along with the Audit Committee of VRL Logistics Limited.

This regulatory filing is a mandatory annual requirement under SEBI's takeover regulations, ensuring transparency in promoter shareholding and any potential pledging or encumbrance activity within a given financial year.

Bandhan Mutual Fund has significantly reduced its shareholding in VRL Logistics Limited through the disposal of 2,43,667 equity shares via open market transactions on February 10, 2026. The transaction has triggered mandatory disclosure requirements under SEBI regulations due to the substantial change in holding percentage.

Transaction Details and Regulatory Compliance

The share disposal has reduced Bandhan Mutual Fund's total holding in VRL Logistics from 5.0032% to 2.9635% of the company's paid-up capital. This represents a decrease of more than 2% from the last reported holding on March 26, 2021, necessitating disclosure under Regulation 29(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Pre and Post-Transaction Holdings

Before the disposal, Bandhan Mutual Fund held 54,27,911 shares representing 3.1028% of VRL Logistics' voting capital. Following the transaction, the fund's holding stands at 51,84,244 shares, equivalent to 2.9635% of the total share capital.

Scheme-wise Distribution

The disposal affected only one of Bandhan Mutual Fund's schemes, with the remaining four schemes maintaining their positions unchanged. Bandhan Small Cap Fund was the sole scheme involved in the transaction, reducing its holding from 5,77,911 shares to 3,34,244 shares.

Company Capital Structure

VRL Logistics Limited maintains an equity share capital of Rs. 1,74,93,69,900, consisting of equity shares with a face value of Rs. 10 each. The company's shares are listed on both BSE Limited and National Stock Exchange of India Limited. The capital structure remained unchanged following the transaction, with no dilutive securities or warrants affecting the total share count.