Vindhya Telelinks Ltd Directors Report

TO THE SHAREHOLDERS

Your Directors have the pleasure in presenting the Forty Second (42^nd) Annual Report together with the Audited Financial Statements of your Company for the Financial Year ended March 31, 2025.

SUMMARY OF FINANCIAL RESULTS

(Rs in lakhs)

Description	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	405383.41	408837.15	405440.17	408652.93
Other Income	1858.71	2173.62	1858.25	2361.62
Earnings before Finance Costs, Depreciation and Tax	27716.70	31837.54	39488.21	48893.42
Finance Costs	10178.08	8804.12	10181.53	8804.12
Profit before Depreciation and Tax	17538.62	23033.42	29306.68	40089.30
Depreciation and Amortization	2342.74	2417.33	2342.74	2417.33
Profit before Tax	15195.88	20616.09	26963.94	37671.97
Tax Expenses	3648.28	5110.54	6679.62	9403.16
Net Profit for the year	11547.60	15505.55	20284.32	28268.81

The financial statements have been prepared in accordance with Ind AS in terms of the provisions of Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time.

STATE OF COMPANYS AFFAIRS

Your Company continues to operate in two business segments i.e. Cable and Engineering Procurement and Construction (EPC). Your Company is fully equipped with state-of-the-art facilities for telecom and other cables with widest range and best in class products conforming to customised specifications for meeting the emerging demand from various end users in domestic and global market places. There has been no material change in the nature of business of the Company during the financial year ended March 31, 2025.

GENERAL & CORPORATE MATTERS

During the year under review, your Company achieved standalone Revenue from Operations of Rs 405383.41 lakhs as compared to Rs 408837.15 lakhs in the previous year indicating marginal decline year-on-year basis.

The EPC business segment registered a modest decline of 6.21% in Revenue from Operations, primarily due to reduced revenue from operations from the Uttar Pradesh–Jal Jeevan Mission (JJM) project, owing to a slowdown in government capital expenditure, whereas Cable business segment has reflected a strong increase of around 33.05% in Revenue from Operations due to continued momentum in Specialty and Solar PV Cables.

The standalone Profit before Depreciation and Tax for the year stood at Rs 17538.62 lakhs (comprising of Cable business segment Rs 5367.97 lakhs and that of EPC business segment Rs 12170.65 lakhs) as compared to Rs 23033.42 lakhs in the corresponding previous year (comprising of Cable business segment Rs 4172.80 lakhs and that of EPC business segment Rs 18860.62 lakhs) registering a decline of 23.86% year on year basis largely due to under-absorption of fixed costs of EPC business segment viz; Salary & Overheads and interest cost on increased working capital deployment predominantly due to slowdown in government expenditure in JJM and some Power projects. The detailed operational working of your Company for the year is provided in the Management Discussion and Analysis forming a part of this Report.

The Company achieved an export revenue of Rs 4262.79 lakhs during the year under review as compared to Rs 6209.49 lakhs in the previous year registering a fall of about 31.35% due to weak global demand of Optical Fibre Cable.

Cable Business Segment:

The overall demand for optical fibre cables during the year under review has been subdued and was divergent across different geographies. As per available reports, the global optical fibre cable consumption recorded decline in eight consecutive quarters during the calendar year(s) 2023 and 2024 and registered a modest increase of 0.80% Y/Y growth during the first quarter of calendar year 2025. China, which accounts for over 41% of global optical fibre cable demand, continued to experience contraction in optical fibre cable consumption that began in early 2023 as it approaches saturation and overbuilding for FTTH. This trend in the worlds biggest market continues to exert downward pressure on overall global demand growth. However, the demand for optical fibre cables in USA continues to remain strong with BEAD project and hyperscale data centres. The optical fibre cable demand in

India, a key regional market in APAC excluding China, posted slower than expected demand growth during calendar year 2024 which considerably tempered the regions overall demand growth. The slow progress of the BharatNet Phase III project and sluggish procurement activity by private telecom carriers are the key factors behind tepid demand growth in the country. The Indian private telecom operators continued with slower procurement of optical fibre cables in both i.e. backhaul network expansion and FTTH coverage during the year under review. As of December, 2024, Indias telecommunication infrastructure comprised over 0.80 million towers and nearly 2.95 million base stations (BTS) across all carriers. However, the pace of 5G infrastructure rollout in recent past has moderated following rapid initial deployment during calendar year(s) 2022 and 2023. Further, various government driven tenders from BSNL, Indian Railways, and state utilities are currently in various stages of bidding or in the process of issuance of orders during the current calendar year of 2025 and early 2026. Additionally, the exports of optical fibre cables from India to Europe also got disrupted during the year under review due to imposition of anti-dumping duty and anti-subsidy duty by the European Commission on Indian origin optical fibre cables resulting in lower volume of business as compared to previous year. Looking ahead, the much delayed, Government of India driven BharatNet Phase III project at last has seen the light with the placement of orders for some of the packages and it is expected to start in the current financial year. Additionally, the building of vast optical fibre networks across several major cities by the big tech companies just for themselves to ensure seamless connectivity to their digital services is expected to support demand for quality and technology driven optical fibre cables which bodes well for the Company. However, the price pressures in optical fibre cables business continue to persist owing to intense competition coupled with very low price levels of key raw materials like bare optical fibre and excess capacity of optical fibre cables amid very low demand. Overall, the optical fibre cable requirements are expected to gradually pick up from early 2026 onwards and may witness growth curve owing to envisaged growth in 5G network expansion, fibre densification, AI and edge capabilities, government sponsored broadband connectivity projects and data center expansion across the globe. The global trend for spending is also shifting from raw coverage to performance, automation and revenue enablement, AI native networks, service orchestration, open RAN deployment and vertical specific fibre solution which are likely to dominate the next phase of growth in demand for optical fibre cables.

As per the Union Budget 2025, the allocation for Railways in the financial year of 2025-26 stands at Rs 3.02 lakh Crores as compared to Rs 2.52 lakh Crores in 2024-25, with a focus on meeting the needs of the expanding population including huge network expansion. The substantial allocation of budgetary resources for Railways may continue the growth momentum in demand for Railway Signaling Cables, Quad Cables, Rolling Stock Cables along with some of the specialty overhead conductors, indicating sustained growth in Companys revenue in the years to come.

India aims to achieve a Solar Energy capacity of 280 GW by the year 2030 and it is fully gearing up for the installation of large-scale Solar Energy generation projects with the estimated annual addition of around 45 GW. Being a founder country of International Solar Alliance (ISA), India is spearheading the efforts in the development of Solar Energy from the overall renewable energy basket target of 500 GW by 2030. The recent report by Deloitte India titled "The Climate Response" highlights that India will need an investment of around $ 200-250 billion to add 300 GW of renewable energy capacity by 2030 to bridge the gap between its current capacity and announced target of 500 GW renewable energy capacity. In tandem with the global shift towards sustainable energy, the demand for wires and cables in the renewable sector has also experienced noteworthy growth. The demand for high quality solar PV cable manufactured through E-Beam Irradiation Technology in India is propelled by factors including growing embrace of renewable energy, government initiatives and subsidies for solar projects and an escalating awareness regarding the advantage of clean energy. The E-Beam irradiation technology leads to the enhancement of thermal, mechanical and chemical resistant properties in cables resulting in reduced thickness, higher temperature resistance and increased current carrying capacity thereby increasing the cables life span. After the addition of second Electron Beam Irradiation line during the financial year 2023-24, the Company is further expanding its production capacity with upcoming third E-Beam Irradiation line which is likely to be operational by first quarter of fiscal year 2026-27. The state-of-the-art facility of the Company is equipped to produce cables for variety of applications eg. Solar renewable energy, Railways, Storage Battery, automotive cables & harnesses and ship-wiring and other specialty applications, etc. Alongside gradual capacity expansion, the Company is also taking calibrated action of diversifying into specialty cable segments like ESP (Electrical Submersible Cables) and Co-axial Cables and also investing in improving operational efficiencies to remain cost competitive.

EPC Business Segment:

The financial year under review posed a dynamic operating environment, marked by fluctuating capital expenditure trends and macroeconomic uncertainties. Despite a temporary deceleration in government spending under the Jal Jeevan Mission (JJM), which impacted working capital availability and near-term profitability, your Companys EPC segment maintained a satisfactory performance. Strategic execution and robust order inflows, particularly in the power distribution vertical, helped offset challenges and reinforced the Companys resilience.

Indias infrastructure sector is on a path of transformational growth, catalyzed by substantial public investments and a clear focus on connectivity, digital transformation, and sustainability. The Union Budget 2025–26 reaffirms this trajectory, with increased outlays directed at water supply, railways, power transmission & distribution, urban infrastructure, and renewable energy. Your Company is well-positioned to capitalize on these tailwinds.

Encouragingly, with a higher budgetary allocation for the Jal Jeevan Mission in FY 2025–26, your Company remains confident in its ability to meet project delivery schedules. In addition to expansion of Infrastructure, government is also focusing on improving the quality of infrastructure and ensuring sustainable operation and maintenance (O&M) of rural piped water schemes. In alignment with this national vision, the Company secured significant contracts for the revamp and O&M of rural water supply schemes in Uttar Pradesh, further strengthening its presence in this core infrastructure segment.

The power distribution sector also presents considerable opportunity under the Revamped Distribution Sector Scheme (RDSS), which aims to enhance supply reliability, reduce aggregate technical & commercial losses, and modernize infrastructure. The Companys growing order book under RDSS, including marquee projects in Tamil Nadu and Kerala, is a testament to its execution capabilities. Additionally, the award of a 40 MW solar EPC project by South Eastern Coalfields Limited marks a strategic foray into renewable energy, opening new avenues of growth with public sector clients.

The Company is also making a holistic review for transformation of its large IP-1 passive infrastructure network spread across 23 states in India by reinventing the business model to sell solutions beyond providing connectivity which may generate sustained revenue from the network in future.

Over nearly two decades, your Company has demonstrated robust project execution, customer-centricity, and operational excellence across Power, Water, Telecom, and Irrigation verticals. As the government continues its infrastructure push, particularly in rural connectivity, sanitation, and smart cities, your Company remains focused on strengthening its presence in these high-impact areas. The Company is also constantly engaged in expanding its range of services to ensure a holistic variety of solutions in relevant infrastructure sectors.

MANAGEMENT DISCUSSION AND ANALYSIS

The management discussion and analysis of financial condition and results of operations of the Company for the year under review, as stipulated under the SEBI (Listing Obligations and Disclosure Requirements), 2015, as amended from time to time ("Listing Regulations"), is provided in the Management Discussion and Analysis Report, which forms a part of the Annual Report.

FOREIGN TECHNICAL COLLABORATION

The Radox? Technology Cooperation Agreement between the Company and HUBER+SUHNER AG, Switzerland ("H+S") for manufacturing license/knowhow of Rolling Stock Cables for Railway and allied sector has been renewed for a further period of three (3) years effective from May 23, 2025.

CAPITAL EXPENDITURE

During the year under review, the Company continued its focus on judicious capital allocation and incurred capital expenditure aggregating to Rs 1368.32 lakhs, consisting of additions to (a) Buildings of Rs 54.53 lakhs; (b) Plant & Equipment of Rs 995.23 lakhs; and (c) Other Fixed Assets of Rs 318.56 lakhs for further capacity augmentation.

DIVIDEND

After considering the Companys profitability, the Board of Directors of your Company is pleased to recommend a Dividend of Rs 16.00 (previous year Rs 15.00) per equity share of face value Rs 10/- each i.e. 160% (previous year 150%) for the financial year ended March 31, 2025 in consonance with the Companys Dividend Distribution Policy. The payment of Dividend shall be subject to deduction of applicable Tax at source, as per prescribed rates under Income Tax Act, 1961 and relevant rules framed thereunder. The said Dividend, if approved by the Members at the ensuing Annual General Meeting, would involve a cash outflow of Rs 1896.14 Lakhs resulting in a payout of 16.42% of the standalone net profit of the Company for the financial year 2024-25. The dividend as recommended by the Board of Directors, if approved by the members, would be paid to those members whose name appear in the register of members/register of beneficial owners as per the data made available by the depositories as on the Record Date mentioned in the Notice convening the ensuing Annual General Meeting of the Company.

The Dividend Distribution Policy of the Company as formulated in compliance with Regulation 43A and other applicable provisions of the Listing Regulations is uploaded on the Companys website and can be accessed at weblink: https://www.vtlrewa.com/Policies/DDP.pdf.

TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amounts to the General Reserve. For complete details on movement in Reserves and Surplus during the financial year ended March 31, 2025, please refer to the ‘Statement of Changes in Equity included in the standalone and consolidated financial statements of the Annual report.

UNPAID DIVIDEND

The disclosure relating to year wise amount of unpaid/unclaimed dividend lying in the Unpaid Dividend account and the corresponding shares which are liable to be transferred to the Investor Education and Protection Fund (IEPF) and the due date of such transfer is provided in the Corporate Governance Report which forms a part of the Annual Report.

SHARE CAPITAL

The paid-up Equity Share Capital of the Company as at March 31, 2025 stood at Rs 1185.09 Lakhs. During the year under review, the Company has neither issued shares with differential rights as to dividend voting or otherwise nor has granted stock options or sweat equity under any scheme. Further, none of the Directors of the Company holds investments convertible into equity shares of the Company as on March 31, 2025.

DEPOSITS/FINANCE

During the year under review, your Company has not accepted any public deposits within the meaning of Section(s) 73 to 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and as such no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

Given the nature of EPC operation and its reliance on government spending, the business periodically requires working capital infusion, which in turn leads to increased interest costs. Despite these challenges, your Company has maintained its focus on cash flow optimisation and effective working capital management, resulting in prudent borrowing practices. This financial discipline is reflected in the favourable credit rating assigned by an external credit rating agency.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of Loans, Guarantees and Investments in pursuance to Section 186 of the Companies Act, 2013 have been disclosed in the standalone financial statements read together with Notes annexed to and forming an integral part of the standalone financial statements.

CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) read with Para C of Schedule V of the Listing Regulations, the Report on Corporate Governance and a Certificate by the Managing Director & CEO confirming compliance by all the Board Members and Senior Management Personnel with Companys Code of Conduct and Auditors Certificate regarding compliance of conditions of Corporate Governance forms a part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

As a part of its initiative under Corporate Social Responsibility (CSR), your Company has undertaken CSR activities, projects and programmes broadly in accordance with Schedule VII of the Companies Act, 2013, applicable provisions of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and CSR Annual Action Plan 2024-25 read with the Companys CSR Policy. The CSR activities as detailed in Note No. 45 of the financial statements have been carried out primarily in and around the local areas where the Company operates and nearby localities. The Company has complied with the provisions of Section 135 of the Companies Act, 2013 and all its subsequent amendments and applicable rules.

The Annual Report on CSR activities giving brief outline of the Companys CSR Policy and CSR initiatives undertaken during the year under review in the prescribed format as per the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 is set-out in Annexure-I which is attached hereto and forms a part of the Directors Report. The Corporate Social Responsibility Policy of the Company is available on the website of the Company and can be accessed at weblink: https://www.vtlrewa.com/Policies/CSR.pdf.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013: (a) that in the preparation of the annual financial statements for the year ended March 31, 2025, the applicable accounting standards ("Ind AS") read with requirements set out under Schedule III to the Companies Act, 2013 have been followed and there are no material departures from the same;

(b) that such accounting policies as mentioned in Notes to the financial statements have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for the year ended on that date;

(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that the annual financial statements have been prepared on a going concern basis;

(e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and (f) that proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

RISK MANAGEMENT AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Companys system of financial and compliance controls with reference to the financial statements and risk management is embedded in the business process by which the Company pursues its objectives.

In compliance with the Regulation 21 and other applicable provisions of the Listing Regulations, the Board of Directors of the Company has constituted a Risk Management Committee which acts in accordance with its terms of reference and has also formulated a Risk Management Policy which lays down the procedures about the risk assessment and mitigation thereof. The Risk Management Committee, Audit Committee and the Board of Directors assess and monitor regularly the framework for identification, evaluation and prioritization of risks mechanism to mitigate risks process that methodically track governance objectives risk ownership/accountability compliance with policies and decisions that are set through the governance process risks to those objectives and services and effectiveness of risk mitigation and controls besides inherent risks associated with the products/goods and services dealt with by the Company as well as execution of turnkey projects of EPC business segment. The Company has established procedure to periodically place before the Audit Committee, the risk assessment and minimisation initiatives and steps taken by the Company to mitigate the risks. The important elements of risks are provided in the Management Discussion and Analysis Report forming part of the Annual Report. Your Companys approach to address business risks and compliance functions is comprehensive across both the business segments and includes periodic review of such risks and a framework for mitigating and reporting mechanism of such risks. In the opinion of the Board of Directors there are no material risks which may threaten the existence of the Company.

The Company has laid down the policies and procedures for internal financial controls for ensuring the orderly and efficient conduct of its business in order to achieve the strategic operational and other objectives over a long period and that its exposure to risks are within acceptable limits. In addition, the policies and procedures have been designed with an intent to ensure safeguarding of Companys assets, prevention and detection of frauds and errors, accuracy in completeness of the accounting records and timely preparation of reliable financial information.

The management is committed to ensure effective internal financial controls environment which provides assurance on the efficiency of Companys business operations coupled with adherence to its established policies safety/security of its assets besides orderly and legitimate conduct of business in the circumstances which may reasonably be foreseen. The Company has defined organisation structure, authority levels delegated powers, internal procedures, rules and guidelines for conducting business transactions. The Companys system and process relating to internal controls and procedures for financial reporting have been designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the Companies Act, 2013, Companies (Indian Accounting Standards) Rules, 2015 and all other applicable regulatory/statutory guidelines etc. for disclosures with reference to financial statements. The controls have been assessed during the year under review, basis guidance note issued by the Institute of Chartered Accountants of India on Audit of Internal Financial Controls over Financial Reporting. Based on the results of such assessment carried out by the management, no reportable or significant deficiencies, no material weakness in the design or operation of any control was observed. Nevertheless, the Company recognises that any internal financial control framework, no matter how well designed, has inherent limitations and in a dynamic environment needs continuous review and upgrade from time to time.

Your Companys internal control systems are supplemented by an extensive program of internal audit by an independent firm of Chartered Accountants. Internal audits are conducted at regular intervals and a summary of the observations and recommendations of such audits are placed before the Audit Committee. The Internal Auditors as well as the Audit Committee conduct an evaluation of the adequacy and effectiveness of the system of internal financial controls system on an ongoing basis.

The Board has also implemented systems to ensure compliance of all applicable laws to the Company which were effective and operative. At quarterly intervals the Company Secretary & Compliance Officer places before the Board as well as Audit Committee a certificate alongwith a detailed statement certifying compliance of various laws and regulations as applicable to the business and operations of the Company after obtaining confirmation from all functional heads responsible for compliance of such applicable laws and regulations. The Company Secretary is responsible for compliance of corporate laws including the Companies Act, 2013, SEBI Act, 1992, Listing Regulations and relevant rules/guidelines as well as other corporate laws/rules and regulations including any statutory amendment(s), modification(s) or enactment(s) thereto to the extent apply and extend to the Company.

INDUSTRIAL RELATIONS, SAFETY AND SUSTAINABILITY

Industrial relations remained cordial throughout the year. Your Directors recognize and appreciate the sincere and hard work, loyalty, dedicated efforts and contribution of all the employees in the uninterrupted journey of satisfactory financial performance of the Company. The Board would also like to place on record its appreciation for dedicated and exemplary services rendered by employees at all levels in the prevailing challenging times in ensuring safe and reliable operations/project(s) execution throughout the year. In the dynamic landscape of work, ongoing changes necessitate a re-evaluation of the value proposition. Your Directors, therefore, believe that implementing creative structures for employees across all levels is essential, fostering innovation, growth, and ultimately enhancing the Companys competitive edge. Further, the Company is proactively reskilling and upskilling its employees at all levels to remain competitive, adapt to changes in market and to respond to new business opportunities resulting from rapid pace of technological changes. The Company has also created an environment where employees are encouraged to anticipate industry shifts, adapt quickly and lead the teams through change with confidence supported by continuous development, open dialogue and shared commitment to drive success. The remuneration strategy is driven primarily by goals of aligning compensation with productivity and performance, and competing for retaining talent and skills. The Company is also strategizing ways to retain high performing and high potential employees with more alacrity then before.

Your Company continues to accord a very high priority to both industrial safety and environmental protection and these are ongoing process at the Companys plant and facilities and also at respective project sites to maintain high awareness levels. The Company has stressed the need to adopt the highest safety standards on projects undertaken by the Engineering, Procurement and Construction (EPC) business segment with the emphasis on ensuring safety on all projects under execution. Your Company is conscious of the importance of environmentally clean and safe operations so as to ensure safety of all concerned and compliance of applicable environmental regulations and to this end working continuously towards reduction in waste for disposal. The Company as a policy re-evaluates safety standards and practices from time to time including through its safety committee with representation from all areas of manufacturing and follow up through regular meetings to take progress and action item in order to raise the bar of safety standards for its people as well as users and customers.

The good and green philosophy is a cornerstone of the Companys business strategy for protecting people, preserving the planet and generating value for the shareholders. As the world faces significant environmental challenges, the Company has prioritised sustainability to ensure long term resource availability, reduce environmental impact and enhance operational efficiency. As sustainable practices are becoming part of the industrial development, the Company is committed to innovating its products in order to better meet the demand of its customers, with a consistent focus on the environment and society. This, interalia, includes emissions and improving energy efficiency in its plant and production processes. Alongside ^{using ecofriendly materials, reducing CO}2

transitioning to renewable energy, water conservation is another primary focus area of the Company wherein it has rainwater harvesting, recycling systems and other efficient water usage practices in place.

Community development through effective CSR projects is a core value of M.P. Birla Group driven by the belief that the long-term viability and ability to produce value are tied to measured contribution in the life of communities in which the Groups facilities operate. Long before the CSR regulations came into existence, the Group made it a priority and commitment to serve the society and improve the quality of life for communities at large. In line with the Groups philosophy, the Company has set unwavering commitment to enhance the lives of marginalised communities near its plant and working locations through need based CSR projects in the key areas of education, healthcare, skill development, livelihood intervention, water and sanitation, rural development and environmental conservation.

The employees at all levels are deeply involved in driving sustainable operations in manufacturing facilities and also in and around project sites through innovations and enabling community initiatives in health, hygiene, sanitation and waste management thereby simultaneously fostering increased job satisfaction and motivation amongst employees.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

In accordance with Regulation 34(2)(f) of the Listing Regulations read with the SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/ P/0155 dated November 11, 2024, the Business Responsibility and Sustainability Report in the updated BRSR format for the year ended March 31, 2025 which forms a part of the Annual Report.

RECOGNITION

Your Companys manufacturing facilities continue to remain certified by independent and reputed external agencies as being compliant as well as aligned with the external standards for Quality Management System as per ISO 9001:2015 & TL 9000 R6.3/ R5.7 H, Environmental Management System as per ISO 14001:2015, Occupational Health and Safety Management System as per ISO 45001:2018, Business Continuity Management System as per ISO 22301:2019, Railway Quality Management System as per ISO 22163:2023 and Information Security Management System as per ISO 27001:2022. During the year, the audits for these Certifications established continuous improvement in performance against these standards.

Your directors are pleased to report that as an unwavering commitment to quality assurance, the Testing Laboratory of Companys OFC Unit has obtained a Certificate of Accreditation during the year under review in accordance with the standard ISO/IEC 17025:2017 from National Accreditation Board for Testing and Calibration Laboratories (NABL) for its facilities at Rewa (M.P.) in the field of testing of optical fibre, optical fibre cables and optical fibre ribbon and the said accreditation is valid upto January 12, 2026.

DIRECTORS

During the year under review, Shri Dilip Ganesh Karnik (DIN: 00049895) ceased to be a Non-Executive Non-Independent Director of the Company due to his resignation citing personal reasons with effect from May 9, 2024. Shri Pracheta Majumdar (DIN: 00179118) ceased to be a Non-Executive Non-Independent Director upon retirement by rotation at the conclusion of the Annual General Meeting (AGM) held on August 2, 2024 as he did not seek re-appointment. Smt. Kiran Aggarwal (DIN: 06991807) ceased to be a Non-Executive Independent Director of the Company upon completion of her tenure viz. second term of five (5) consecutive years as such at the close of business hours on November 9, 2024. The Board of Directors places on record its deep sense of appreciation for the valuable contributions and guidance provided by Shri Dilip Ganesh Karnik, Shri Pracheta Majumdar and Smt. Kiran Aggarwal during their association as Directors of the Company.

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with rules framed thereunder and the Companys Articles of Association, Shri Dhan Raj Bansal (DIN: 00050612), Non-Executive Non-Independent Director is liable to retire by rotation at the ensuing AGM of the Company. Although being eligible for re-appointment, he has expressed his unwillingness to be re-appointed and has not offered himself for re-appointment. Accordingly, Shri Dhan Raj Bansal would cease to hold office as a Director of the Company at the conclusion of the ensuing AGM of the Company. Considering the composition of Board being adequate with diverse mix of experience, skills, expertise and acumen even after retirement of Dhan Raj Bansal, the Nomination and Remuneration Committee as well as Board of Directors of the Company have decided that the vacancy so caused due to retirement by rotation of Shri Dhan Raj Bansal be not filled up for the time being. The Board of Directors places on record its earnest appreciation to the invaluable contributions and guidance extended by Shri Dhan Raj Bansal to the Board and the Management of the Company during his long association with the Company and MP Birla Group.

Having regard to the qualifications, expertise, wide range of professional experience and long-term association of Shri Y.S. Lodha (DIN: 00052861), Managing Director & CEO with the Company and considering the overall performance of the Company and its growth during his tenure, the Nomination and Remuneration Committee as well as Board of Directors of the Company have recommended to the members for the re-appointment and terms of remuneration of Shri Y.S. Lodha as the Managing Director and CEO of the Company for further term of Five (5) consecutive years with effect from November 4, 2025 to November 3, 2030. Based on the recommendations of the Nomination and Remuneration Committee, Smt. Srishti Lodha (DIN: 05320669) has been appointed as an Additional Director designated as a Non-Executive Non-Independent Director on the Board of the Company, liable to retire by rotation, with effect from May 22, 2025.

KEY MANAGERIAL PERSONNEL

As on the date of this Report, Shri Y.S. Lodha, Managing Director & CEO, Shri Saurabh Chhajer, Chief Financial Officer (CFO) and Shri Dinesh Kapoor, Company Secretary continue to be the Key Managerial Personnels (KMPs) of the Company as per Section(s) 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DECLARATION BY INDEPENDENT DIRECTORS

In accordance with Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the Listing Regulations, all Independent Directors have submitted declarations confirming that they meet the criteria of independence as mentioned in Regulation 16(1)(b) of the Listing Regulations and Section 149(6) of the Companies Act, 2013. The Independent Directors have also individually and severally confirmed that they are not aware of any circumstance or situation which exist or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. Further, the Board after taking these declarations/disclosures on record and acknowledging the veracity of the same, opined that the Independent Directors of the Company are persons of integrity and possess the relevant expertise and experience (including the proficiency), fulfils the conditions specified in the Listing Regulations and the Companies Act, 2013 for appointment of Independent Directors and are independent of the Management.

MEETINGS OF BOARD OF DIRECTORS

During the year under review, the Board met four (4) times viz. on May 17, 2024, August 12, 2024, October 25, 2024 and February 10, 2025. The intervening gap between two meetings did not exceed 120 days as prescribed under the Companies Act, 2013 and Listing Regulations. The details of meeting of the Board of Directors and its committees and the attendance of the Directors are provided in the Report on Corporate Governance, which forms a part of the Annual Report. The Independent Directors of the Company also held a separate meeting on March 25, 2025 without attendance of the Chairman, Managing Director, other Non-Independent Directors and members of the management, in compliance with the applicable provisions of the Listing Regulations.

AUDIT AND OTHER COMMITTEES OF BOARD

As required under Section 177(8) read with Section 134(3) of the Companies Act, 2013 and the rules framed thereunder, the composition and meetings of the Audit Committee were in line with the provisions of the Companies Act, 2013 and the Listing Regulations. During the year under review, all the recommendations made by the Audit Committee were duly accepted by the Board of Directors.

As required under the Companies Act, 2013 and Listing Regulations, the Company has also constituted various other statutory committees of the Board viz. Nomination and Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee and Corporate Social Responsibility Committee.

The requisite details of all the committees including their terms of reference, composition, number of meetings held during the year under review and attendance at the meetings, etc. are provided in the Report on Corporate Governance forming a part of the Annual Report.

PERFORMANCE EVALUATION OF BOARD, COMMITTEES & DIRECTORS

Pursuant to the Provisions of the Companies Act, 2013 and Listing Regulations and the Guidance Note on Board Evaluation issued by SEBI, the Board of Directors of the Company carried out the annual evaluation of its own performance and that of its Committees and individual Directors as per mechanism for such evaluation evolved by the Board, inter-alia, to assess the skill set and contribution that are desired recognising that competencies and experiences evolves over time. The manner in which annual evaluation has been carried out by the Board of Directors is provided in the Report on Corporate Governance which forms a part of the Annual Report.

As part of the evaluation process, the Board of Directors also considered the criteria for performance evaluation of Independent Directors and the Board of Directors as formulated by the Nomination and Remuneration Committee.

The Independent Directors, after taking into account the views of the Non-Executive Directors, Non-Independent Directors, and the Managing Director, carried out the annual evaluation of the Chairman. They have also undertaken the evaluation of the Board as a whole, its Committees, and individual Directors. The outcome of this evaluation was reviewed and deliberated by the Board of Directors.

The performance evaluation of Independent Directors was carried out by the entire Board of Directors, excluding the Directors being evaluated. The results of the evaluations reflected a high level of commitment, engagement, and effective functioning of the Board and its various Committees. In conclusion, the Board of Directors expressed satisfaction with the overall performance of the Board, its Committees, and individual members.

SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION

The Board of Directors, in consonance with the recommendations of the Nomination and Remuneration Committee ("NRC"), has adopted the Terms of Reference, which, inter alia, sets out with the criteria for identification of members of the Board of Directors and the selection/appointment of Key Managerial Personnel (KMP) and Senior Management Personnel of the Company. The NRC recommends the appointment of Directors and the appointment or re-appointment of the Managing Director based on his/her qualifications, expertise, positive attributes, independence and professional expertise, in accordance with the applicable provisions of the Companies Act, 2013, governing rules framed thereunder, and the Listing Regulations.

In addition to ensuring diversity of race and gender, the NRC also considers the impact the appointee would have on the Boards overall balance of professional experience, background, viewpoints, skills, and areas of expertise.

The Board of Directors in consonance with the recommendations of the NRC, has also adopted the Remuneration Policy for the members of the Board and the Executive Management. The Remuneration Policy is aligned with prevailing industry practices. The guiding principles of the Remuneration Policy are detailed in the Report on Corporate Governance, which forms a part of the Annual Report. The Remuneration Policy is uploaded on the website of the Company and can be accessed at weblink: https://www.vtlrewa.com/Policies/Remuneration.pdf.

MAINTENANCE OF COST RECORDS

The requirement of maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 and the audit of such cost records by a Cost Accountant, is applicable in respect of certain specified products of the Company. Accordingly, such accounts and records are made and maintained by the Company.

AUDITORS

Messrs BGJC & Associates LLP, (Registration No. 003304N/N500056) were appointed as the Statutory Auditors of the Company for a term of five (5) consecutive years, commencing from the conclusion of 37^th AGM till the conclusion of the 42^nd AGM of the Company in terms of the provisions of Section 139 of the Companies Act, 2013 (‘the Act) read with the Companies (Audit and Auditors) Rules, 2014, as amended. Accordingly, Messrs BGJC & Associates LLP, Statutory Auditors of the Company shall retire upon completion of their term of five years at the conclusion of ensuing AGM of the Company.

Pursuant to Section 139 of the Companies Act, 2013 and the Rules framed thereunder, the Board of Directors on the recommendations of the Audit Committee has recommended to the members for appointment of Messrs V. Sankar Aiyar & Co., Chartered Accountants (Firm Registration No. 109208W and Peer Review No. 019304) as the Statutory Auditors of the Company for a term of Five (5) consecutive years commencing from the conclusion of 42^nd AGM till the conclusion of the 47^th AGM of the Company. Messrs V. Sankar Aiyar & Co., Chartered Accountants have consented to the said appointment, and confirmed that their appointment, if made, would be within the limits specified under Section 141(3)(g) of the Act. They have further confirmed that they are not disqualified to be appointed as Statutory Auditors in terms of the provisions of the proviso to Section 139(1), Section 141(2) and Section 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014.

The Board of Directors, on the recommendation of the Audit Committee, has re-appointed Messrs D. Sabyasachi & Co., Cost Accountants (Firm Registration No. 000369), as the Cost Auditors for the financial year 2025-26 for conducting the audit of the cost records maintained in respect of certain specified products covered under the Companies (Cost Records and Audit) Rules, 2014 and fixed their remuneration. In terms of the provisions of Section 148 of the Companies Act, 2013 read with Companies (Audit and

Auditors) Rules, 2014, the remuneration payable to the Cost Auditors, together with reimbursement of applicable Goods and Services Tax thereon and actual out of pocket and travelling expenses incurred in connection with the audit of cost accounting records of the Company, is subject to ratification by the members at the ensuing Annual General Meeting of the Company. The Cost Audit Report for the financial year ended March 31, 2024, in respect of the specified products, was filed with the Ministry of Corporate Affairs on August 30, 2024.

AUDITORS REPORT

The Auditors Report on the financial statements of the Company for the year ended March 31, 2025 forms a part of the Annual Report. There is no qualification, reservation, adverse remark, disclaimer or modified opinion in the Auditors Report that calls for any further comments or explanations.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Messrs R.K. Mishra & Associates, Practicing Company Secretaries were appointed to undertake the Secretarial Audit of the Company for the financial year ended March 31, 2025. The Report of the Secretarial Auditor is given in the prescribed form in Annexure-II which is attached hereto and forms a part of the Directors Report.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. The observation of Secretarial Auditor is self-explanatory in nature and does not require any comment or explanation from the Board of Directors. Further, pursuant to amended Regulation 24A of the Listing Regulations, Messrs R.K. Mishra & Associates, Practicing Company Secretaries (Unique Identification No. P1991MP039900 and Peer Review Certificate No. 4333/2023) have been appointed as the Secretarial Auditor to undertake the Secretarial Audit of your Company for the first term of Five (5) consecutive years from financial year 2025-26 till financial year 2029-30, subject to approval by the members at the ensuing Annual General Meeting. Messrs R.K. Mishra & Associates has confirmed that it is not disqualified to be appointed as Secretarial Auditor and is eligible to hold office as Secretarial Auditor of the Company.

COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARDS

The Company has proper system in place to ensure compliance with the provisions of applicable Secretarial Standards. During the year under review, your Company has complied with applicable Secretarial Standards i.e. SS-1 and SS-2 relating to "Meetings of Board of Directors" and "General Meetings" respectively issued by the Institute of Company Secretaries of India. For more details, the members are advised to refer to the Secretarial Audit Report which is attached hereto and forms a part of the Annual Report.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into by the Company during the financial year under review were generally on arms length basis and in the ordinary course of business and in accordance with the applicable provisions of the Companies Act, 2013 read with rules framed thereunder, the applicable provisions of the Listing Regulations and your Companys Policy on Related Party Transactions. During the year under review, your Company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable. There are no material significant related party transactions entered into by the Company with its Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large or which could be prejudicial to the interest of minority shareholders. Details of the related party transactions entered into by the Company are provided in Note No. 41(a) of the Notes to standalone financial statements for the financial year 2024-25.

Prior omnibus approval of the Audit Committee is obtained on an annual basis for a financial year for the related party transactions which are of a foreseen and repetitive in nature. The statement giving details of all related party transactions entered into pursuant to the omnibus approval together with relevant documents/information, as required, are placed before the Audit Committee for review and updation on quarterly basis. Pursuant to the provisions of Regulation 23 of the Listing Regulations, your Company has submitted to the stock exchanges, disclosure of related party transactions in the prescribed format every six months on the date of publication of its standalone and consolidated financial results. The Companys ‘Policy on materiality and dealing with Related Party Transactions (‘RPT Policy) as approved by the Board of Directors is uploaded on the Companys website and can be accessed at weblink: https://www.vtlrewa.com/Policies/RPT.pdf.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE

During the year under review, your Company has acquired 44,10,000 fully paid-up Equity Shares of face value of Rs 10/- each held by Visabeira Global, SGPS, SA (Portugal) representing 49.00% shareholding and 9,90,000 fully paid-up Equity Shares of face value of Rs 10/- each held by Birla Cable Limited representing 11.00% shareholding in Birla Visabeira Private Limited (BVPL) in pursuance to Share Purchase Agreement(s) executed with Visabeira Global, SGPS, SA and Birla Cable Limited on March 27, 2025. Post-acquisition as aforesaid, the Companys shareholding stand increased to 90,00,000 fully paid-up equity shares of face value of Rs 10/- each representing 100.00% of subscribed and paid-up equity share capital of BVPL thereby making it a wholly-owned subsidiary of the Company. Accordingly, the Joint Venture Agreement dated June 3, 2015 between Vindhya Telelinks Ltd. and Visabeira Global SGPS, SA, ceased to exist or be in force with effect from March 27, 2025.

Your Company has now four wholly owned unlisted subsidiaries namely August Agents Limited, Insilco Agents Limited, Laneseda Agents Limited and Birla Visabeira Private Limited (now renamed as "VTL Digital Infrastructure Private Limited"). The Company has formulated a policy on identification of material subsidiaries in accordance with Regulation 16(1)(c) of the Listing Regulations and the same is placed on Companys website at the given weblink: https://www.vtlrewa.com/Policies/Material-Subsidiaries.pdf. None of the subsidiary companies is a material unlisted subsidiary company as defined under the Listing Regulations.

Universal Cables Limited (UCL), Birla Corporation Limited (BCL) and Punjab Produce Holdings Limited (PPHL) are Associate companies within the meaning of Section 2(6) of the Companies Act, 2013 read with definition of the term ‘Associate as per Indian Accounting Standard (Ind AS)-28. During the financial year, UCL, BCL & PPHL has reported satisfactory operating and financial performance.

A Statement containing the salient features of the financial statement, to the extent available, subsidiaries or associate companies and a joint venture as prescribed under the first proviso to sub-section (3) of section 129 of the Companies Act, 2013 read with rule 5 of The Companies (Accounts) Rules, 2014 is provided as an Annexure to the consolidated financial statements and therefore not repeated for the sake of brevity. In accordance with the provisions of Section 136 of the Companies Act, 2013 read with Listing Regulations, the Companys audited financial statements including the consolidated financial statements and all other documents required to be attached thereto are placed on Companys website, https://www.vtlrewa.com.

A report on the performance of financial position of three associate companies and a wholly owned subsidiary company as per the provisions of the Companies Act, 2013 is provided as part of the consolidated financial statements and hence not repeated herein for the sake of brevity. However, the information regarding Audited/Unaudited Financial Statements including Special Purpose Ind AS Standalone Financial Statements of the three wholly owned unlisted subsidiary companies are not being furnished as the same have not been made available to the Company since April 1, 2021. The delinquent ex-directors of the subsidiary companies are having unauthorised and illegal possession of the books of account and other records of the subsidiary companies and they are not allowing access to other directors of the subsidiary companies. The Company being the holding company and the other Board Members of the respective subsidiaries are taking necessary actions in this regard in accordance with law as legally advised.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company for the financial year 2024-25 have been prepared in the same form and manner as that of standalone financial statements of the Company and are in compliance with the applicable provisions of the Companies Act, 2013 and as stipulated under Regulation 33 of Listing Regulations as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rule, 2015. The audited consolidated financial statements together with the Independent Auditors Report thereon form part of the Annual Report.

The consolidated financial statements for the year ended March 31, 2025 and also of previous financial year ended on March 31, 2024 have been prepared without considering the financial results of three wholly owned subsidiaries (Unquoted Non-Banking Financial Companies) viz. August Agents Ltd., Insilco Agents Ltd. and Laneseda Agents Ltd. ("the Subsidiaries") due to reasons stated hereinabove.

DISCLOSURE OF RATIO OF REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL, ETC.

As required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement of disclosure of remuneration and such other details as prescribed therein are given in Annexure-III which is attached hereto and forms a part of the Directors Report.

ANNUAL RETURN

A copy of the Annual Return of the Company prepared in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014 is placed on website of the Company in pursuance to Section 92(3) of the Companies Act, 2013 and the same can be accessed at the weblink: https://www.vtlrewa.com/Annual-Return.pdf.

PARTICULARS OF EMPLOYEES

The disclosure required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, in respect of employees of the Company are given in Annexure-IV which is attached hereto and forms a part of the Directors Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

As required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, the information pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo are given in Annexure-V which is attached hereto and forms a part of the Directors Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In terms of the provisions of Section 177(9) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations, the Company has implemented a Vigil Mechanism/ Whistle Blower Policy to deal with instances of fraud and mis-management, if any, and conducting business with integrity including in accordance with all applicable laws and regulations. No employee has been denied access to the Vigilance Officer as well as direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. The details of the Vigil Mechanism and Whistle-Blower Policy are explained in the Report on Corporate Governance. The said Policy is uploaded on the website of the Company and can be accessed at weblink: https://www.vtlrewa.com/Policies/Whistle-Blower.pdf.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee(s) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH") and rules framed thereunder. The Company has zero tolerance towards sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace. All employee (permanent, contractual, temporary, trainees) as well as consultants are covered under the Policy. The framework ensures complete anonymity and confidentiality.

During the year under review, no case was filed or reported in pursuance to the provisions of the said Act. The annual return for compliance with POSH for the calendar year ended December 31, 2024, has been duly filed with the concerned authority.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions or events concerning the same during the year under review: (a) The Managing Director of the Company does not receive any remuneration or commission from any of the subsidiaries of the Company.

(b) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status of the Company and its operations in future.

(c) There have been no material changes and commitments which affect the financial position of the Company that have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

There has been no material change in the nature of business of the Company.

(d) The Statutory Auditors, Internal Auditors, Cost Auditors and the Secretarial Auditors have not reported any instance of fraud committed in the Company by its officers and employees in terms of Section 143(12) of the Companies Act, 2013. Accordingly, no detail is required to be disclosed in pursuance to Section 134(3)(ca) of the Companies Act, 2013.

(e) The Company has neither filed any application under the Insolvency and Bankruptcy Code, 2016 (31 of 2016), as amended from time to time, nor has availed one time settlement with respect to any loans from banks or financial institutions.

(f) There were no revisions made in the financial statements and Directors Report of the Company. (g) All the material events have been duly disclosed to the stock exchanges during the year under review.

CAUTIONARY STATEMENT

Statements in the Annual Report, including those which relate to Management Discussion and Analysis describing the Companys objectives, projections, estimates and expectations, may constitute ‘forward looking statements within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.

ACKNOWLEDGEMENT

The Board desires to place on record its grateful appreciations for the excellent assistance and constant support/co-operation received from the State Government, bankers, investors, vendors etc. and expresses sincere gratitude to valued customers, overseas technical collaborator and other business associates/institutions for their persistent faith in the Companys capabilities. Your Directors also wish to place on record their sincere thanks and infinite appreciations to all the employees of the Company for their timeless efforts, passion and perseverance and valuable contribution for sustainable growth and satisfactory financial performance of the Company and look forward to their support in future as well.

For and on behalf of the Board of Directors

	Harsh V. Lodha	Y. S. Lodha
Place : New Delhi	Chairman	Managing Director & CEO
Date : May 22, 2025	(DIN: 00394094)	(DIN: 00052861)