5é8a Vindhya Telelinks Limited

Regd. Office : Udyog Vihar. P.O. Chorhata. 464g Rewa - 486 006 (M.P.) India. ¢ Ci MP BIRLA Tel. : (07662) 400400 - Fax : (07662) 400591 GROUP E-Mail : [email protected] + Website : www.vtlrewa.com PAN No. AAACV7757J - CIN No. L31300MP1983PLC002134 GSTIN : 23AAACV7757I1Z0

VTL/CS/21-22 15 SEP 2021

BSE Ltd. The Manager, Corporate Relationship Department Listing Department, Rotunda Building Exchange Plaza, C-1, Block G, P.J. Towers, Dalal Street, Bandra Kurla Complex, Fort, Bandra (E), MUMBAI-400 001 MUMBAI-400 051

1st Floor, New Trading Ring, The National Stock Exchange of India Ltd,

Company's Scrip Code: 5177015 Company's Scrip Code: VINDHYATEL

Dear Sirs,

Sub: Addendum to the Notice of 38t* Annual General Meeting to be held on 23*¢ September, 2021

This is further to our intimation dated 27 August, 2021 whereby the Notice of the 38th Annual General Meeting (AGM) was submitted in compliance with the Regulation 30(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Subsequently, the Company received two Notice(s) under Section 160 of the Companies Act, 2013 ("the Act") from a member, The Punjab Produce & Trading Co. Pvt. Ltd. signifying candidature(s) of Dr. Dhanpat Ram Agarwal (DIN: 00322861) for the office of Director of the Company and Justice Shyamal Kanti Chakrabarti (Retd.) (DIN: 08953661) for the office of Director of the Company in place of Justice Dilip Ganesh Karnik (Retired) (DIN: 06419513), Director retiring by rotation at the forthcoming 38% AGM of the Company and being eligible, offered himself for re- appointment as per Item No. 3 of Ordinary Business of the Notice of 38t AGM.

Accordingly, the proposals for the appointment of Dr. Dhanpat Ram Agarwal and Justice Shyamal Kanti Chakrabarti (Retired) shall be additional special business as Item Nos. 5 & 6, to be transacted alongwith other business items as mentioned in the Notice of AGM dated 29t June, 2021 at the 38th AGM of the Company.

Upon perusal of the said Notices and after careful evaluation of the candidature(s) of Dr. Dhanpat Ram Agarwal and Justice Shyamal Kanti Chakrabarti (Retired), the Nomination and Remuneration Committee as well as Board of Directors of the Company in their respective meeting(s) held on 9th September, 2021 have strongly recommended "against" the appointment of Dr. Dhanpat Ram Agarwal for the office of a Director of the Company and Justice Shyamal Kanti Chakrabarti (Retired) for the office of a Director of the Company in place of Justice Dilip Ganesh Karnik (Retired), Director retiring by rotation at the forthcoming AGM of the Company, as proposed by The Punjab Produce & Trading Co. Pvt. Ltd. vide its Notices dated 13% August, 2021 and 6 September, 2021, pursuant to Section 160 of the Act.

Works: i) Plot No. 1, Udyog Vihar, P.O. Chorhata, Rewa - 486 006 (M.P.) ii) Plot No. 1-C & 1-D, Udyog Vihar, P.O. Chorhata, Rewa - 486 006 (M.P.)

We are enclosing herewith Addendum to the Notice of the 38th AGM of the Members of the Company to be held on Thursday, the 23'4 September, 2021 at 11.30 A.M. at the Registered Office of the Company at Udyog Vihar, P.O. Chorhata, Rewa - 486 006 (M.P.). The Addendum to the Notice of 38th AGM is also available on the website of the Company at www.vtlrewa.com under 'Investor Relation' Section.

This is for your information and record.

Yours faithfully, For Vindhya Telelinks Limited

(Dinesh Kapoor) Company Secretary

Encl: As above

[2]

ead VINDHYA TELELINKS LIMITED eal eecuUR CIN: L31300MP1983PLC002134

Registered Office: Udyog Vihar, P.O. Chorhata, Rewa-486 006 (M.P.), India Telephone No. (07662) 400400 « Fax No. (07662) 400591 Email: [email protected] * Website: www.vtlrewa.com

ADDENDUM TO THE NOTICE OF THIRTY EIGHTH ANNUAL GENERAL MEETING

ADDENDUM to the Notice dated 29" June, 2021 convening the Thirty Eighth Annual General Meeting (AGM) of the Members of Vindhya Telelinks Limited scheduled to be held on Thursday, 23" September, 2021 at 11:30 A.M. at the Registered Office of the Company at Udyog Vihar, P.O. Chorhata, Rewa - 486006 (M.P.)

Notice is hereby given pursuant to Section 160(2) of the Companies Act, 2013 ('the Act') read with the Rule 13 of the Companies (Appointment and Qualification of Directors) Rules, 2014, of the intention of a member signifying candidature of certain persons for the office of Director of the Company. Accordingly, the following items of business are added in the aforesaid Notice as Item Nos. 5 and 6 as a Special Business and this addendum shall be deemed to be an integral part of the original Notice dated 29" June, 2021 and the notes provided therein. Attention of the shareholders is specifically drawn to the attached explanatory statement to explain the background of these proposals and the stand of Nomination and Remuneration Committee as well as Board of Directors of the Company thereon.

5. To consider the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 149, 152, 160 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 read with the governing provisions of the Articles of Association of the Company, Dr. Dhanpat Ram Agarwal (DIN: 00322861), in respect of whom the Company has received a notice dated 13" August, 2021 in writing from a member viz. The Punjab Produce & Trading Co. Pvt. Ltd. under Section 160 of the Act along with requisite deposit of Rs. 1,00,000/- (Rupees One Lakh only), proposing his candidature for the office of a Director, be and is hereby appointed as a Non-Executive Non-Independent Director of the Company, liable to retire by rotation.

FURTHER RESOLVED that the Company Secretary of the Company be and is hereby authorised to do all such acts, deeds, matters and things and take all such steps as considered necessary, proper, expedient or desirable in this regard or matters incidental or connected thereto."

To consider the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 149, 152, 160 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 read with the governing provisions of the Articles of Association of the Company, Justice Shyamal Kanti Chakrabarti (Retired) (DIN: 08953661), in respect of whom the Company has received a notice dated 6" September, 2021 in writing from a member viz. The Punjab Produce & Trading Co. Pvt. Ltd. under Section 160 of the Act along with requisite deposit of Rs. 1,00,000/- (Rupees One Lakh only), proposing his candidature for the office of a Director in place of Justice Dilip Ganesh Karnik (Retired) (DIN: 06419513), Director retiring by rotation at this Annual General Meeting, be and is hereby appointed as a Non-Executive Non-Independent Director of the Company, liable to retire by rotation.

P.O. Chorhata, September 9, 2021 Managing Director & CEO

Registered Office: By Order of the Board of Directors Udyog Vihar, For Vindhya Telelinks Limited

Rewa - 486 006 (M.P.) Y.S. Lodha

NOTES

1. The Explanatory Statement pursuant to the provisions of Section 102 of the Act in respect of the above mentioned additional Special Business proposed to be transacted at the ensuing 38" AGM is annexed hereto.
1. All relevant documents referred to in this Addendum to Notice of 38"AGM shall be open for inspection by the Members at the Registered Office of the Company during normal business hours on all working days except Saturdays, upto and including the date of the AGM.
1. This addendum to the Notice of 38" AGM is available on the website of the Company at www. vtlrewa.com.
The revised Proxy Form including the resolutions proposed hereinabove is annexed hereto.
1. Allthe processes, notes and instructions relating to Remote e-voting set out for and applicable to the ensuing AGM shall mutatis-mutandis apply to the Remote e-voting for the Resolutions proposed in this Addendum to the Notice of AGM. Furthermore, the Scrutinisers appointed for the ensuing AGM will act as Scrutinisers for the Resolutions proposed in this Addendum to the Notice of AGM.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 (1) OF THE COMPANIES ACT, 2013

Item No. 5

The Board of Directors of the Company has, at its meeting held on 29"June, 2021, approved the Notice convening the 38" Annual General Meeting (AGM) of the Company scheduled to be held on Thursday, 23° September, 2021 at 11:30 A.M at the Registered Office of the Company at Udyog Vihar, P.O. Chorhata, Rewa - 486006 (M.P.) and the same has already been circulated to the members.

Subsequently, the Company received a Notice u/s 160 of the Companies Act, 2013 ("the Act") dated 13" August, 2021 from a member, The Punjab Produce & Trading Co. Pvt. Ltd. (CIN: U74999WB1937PTC025402) ("Punjab Produce") proposing candidature of Dr. Dnhanpat Ram Agarwal (DIN: 00322861) for appointment as a Director on the Board of the Company at the forthcoming 38" Annual General Meeting (AGM) of the Company. Punjab Produce has also submitted the requisite deposit of Rs. 1,00,000/- (Rupees One Lakh only) by way of cheque.

Upon perusal of the said Notice and after careful evaluation of the candidature of Dr. Dhanpat Ram Agarwal, the Nomination and Remuneration Committee as well as the Board of Directors of the Company in their respective meeting(s) held on 9th September, 2021 have strongly recommended against the appointment of Dr. Dhanpat Ram Agarwal as a director of the Company and discussed, noted and observed the followings:

(a) The Company has received from Dr. Dnanpat Ram Agarwal, consent to act as a Director, if appointed, in Form DIR -2. He has also submitted intimation in Form DIR-8 confirming that he is not disqualified from being appointed as Director. However, he has not submitted either himself or through the member proposing his candidature for the office of a director, his profile, details of experience and a declaration confirming that he has not been debarred or disqualified from being appointed or continuing or from holding office or restrained from acting as Director of any Company pursuant to any order of the Securities and Exchange Board of India (SEBI) / Ministry of Corporate Affairs, or any such statutory authority.
(b) Itwas further observed that Punjab Produce, which has proposed candidature of Dr. Dhanpat Ram Agarwal for the office of a Director of the Company, has ongoing litigations with the companies/entities belonging to M.P. Birla Group including the Company. Therefore, the induction of Dr. Dhanpat Ram Agarwal on the Board of Directors of the Company could be detrimental to the interest of the Company and other stakeholders as there is a possibility of conflict of interest. One of the criteria for identification of the Board member is that the proposed member should be able to balance the legitimate interest and concerns of all the stakeholders of the Company in arriving at appropriate decision in the best interest of the Company and not advance the views of or take directions from or advance the interests of a particular constituency. In view of multiple litigations initiated by Punjab Produce, the appointment of Dr. Dhanpat Ram Agarwal as a Director may be in an apparent conflict of interest with the Company and other stakeholders. As per the policy of the Company, a director should act in good faith in order to promote the objects of the Company for the benefit of its members as a whole and in the best interests of the Company, its employees, the shareholders and exercise independent judgment and should not involve in a situation in which he may have a direct or indirect interest that conflicts, or possibly may conflict, with the interest of the Company or actat the behest of any person or entity.

(c) Even though the Notice under Section 160 of the Act is issued by the Punjab Produce, it is at the dictates of Justice Mohit S. Shah (Retired) and Mr. A. C. Chakrabortti, two of the three joint APLs to the Estate of Late Priyamvada Devi Birla, the other joint APL being Mr. Mahendra Kumar Sharma being totally opposed to them, the relevant chronicles of which is summarised herein:
- (I) Mr. A. C. Chakrabortti has on multiple occasions approached Justice Dilip G. Karnik (Retired), a director on the Board of the Company for various confidential / insider information with regard to the affairs of the Company which in the normal course is not available to shareholders and has then proceeded to accuse Justice Dilip Ganesh Karnik (Retired) of not sharing such confidential information and threatened to oppose his re-election for not doing so.
- (ii) | Thesaid Justice Mohit S. Shah (Retired) and Mr. A. C. Chakrabortti had in the past issued letters to all the directors of the Company alleging disregard of orders of the Hon'ble Courts and followed it up by a contempt petition filed at their instigation before the Division Bench of the Hon'ble Calcutta High Court. This contempt petition was dismissed on 22nd April, 2021 by the Hon'ble Division Bench of the Calcutta High Court. Special Leave Petition from the said judgment and order dated 22nd April, 2021 has not been entertained by the Hon'ble Supreme Court by an order passed on 12th July, 2021. Mr. Mahendra Kumar Sharma, one of the joint Administrator pendente lite did not support the action of the other two joint Administrators pendente lite.
- (iii) © The said Justice Mohit S. Shah (Retired) and Mr. A. C. Chakrabortti have been repeatedly writing letters to the Company (even though, along with the said Mr. Mahendra Kumar Sharma, they hold only 500 equity shares in the Company) alleging that the Company has to divulge various internal information to the said persons and have to act as per their dictates. Therefore, the induction of any director who has behind him Justice Mohit S. Shah (Retired) and Mr. A. C. Chakrabortti is likely to result in unauthorised sharing of confidential / insider information and disruption in the Company's management.
- (iv) The Board felt that the process adopted by the two joint Administrators pendente lite proposing appointment of directors through a promoter shareholder is an attempt to override the sanctity and authority of the Nomination & Remuneration Committee and the Board of Directors and the integrity of the Board would be compromised if they are so appointed.
(d) Besides the above, the Nomination and Remuneration Committee has to also ensure that the Board of the Company consist of members with diverse background and experience in business, government, academics, technology, human resources, finance, law, etc. The Committee after examining the structure, composition and functioning of the present Board, reached to an unanimous conclusion that there would be no value addition to the Board of Directors or the Company by appointing Dr. Dnhanpat Ram Agarwal as a Non-Executive Non-Independent Director.
(e) It was further observed that after the sad demise of Shri J. Veeraraghavan, a Non-Executive Independent Director of the Company, the present composition of the Board of Directors of the Company comprises of total nine (9) Directors out of which four (4) are Non-Executive Independent Directors. In terms of the proviso to Regulation 17(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), at least half of the Board of Directors of the Company shall consist of Independent Directors. The Company is, therefore, required to appoint Non-Executive Independent Director to fill the casual vacancy caused by demise of Shri J. Veeraraghavan. Accordingly, it would not be proper to induct Dr. Dnanpat Ram Agarwal for the office of Non-Executive Non-Independent Director on the Board of the Company as it would further lead to non-compliance with the aforesaid regulation of the SEBI Listing Regulations.
(f) The Board of Directors felt that Dr. Dnanpat Ram Agarwal is not suitable for appointment as director in the Company.

For the reasons stated above, the Nomination and Remuneration Committee as well as Board of Directors of the Company in their respective meeting(s) held on 9" September, 2021 have recommended "against" the appointment of Dr. Dhanpat Ram Agarwal for the office of a Director of the Company as proposed by The Punjab Produce & Trading Co. Pvt. Ltd. vide its Notice dated 13" August, 2021, pursuant to Section 160 of the Act.

Pursuant to Section 160(2) of the Act read with Rule 13 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the members are being informed about the above referred candidature by way of this Addendum to the Notice of 38" AGM and has placed notice of such candidature on its website — www.vtlrewa.com.

The information/details of Dr. Dhanpat Ram Agarwal pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings (SS-2) are provided hereinafter in this Addendum to Notice of 38" Annual General Meeting.

None of the Directors, Key Managerial Personnel of the Company and their relatives is, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 5 of the accompanying Notice.

The Nomination and Remuneration Committee and Board of Directors of the Company do not recommend the Ordinary Resolution set out in Item No. 5 of the accompanying Notice for approval of the Members keeping in view the best interest of the Company and its relevant stakeholders.

Item No. 6

The Board of Directors of the Company has, at its meeting held on 29"June, 2021, approved the Notice convening the 38"Annual General Meeting (AGM) of the Company scheduled to be held on Thursday, 23" September, 2021 at 11:30 A.M. at the Registered Office of the Company at Udyog Vihar, P.O. Chorhata, Rewa - 486006 (M.P.) and the same has already been circulated to the members.

Subsequently, the Company received an another Notice u/s 160 of the Companies Act, 2013 ("the Act") dated 6" September, 2021 from a member, The Punjab Produce & Trading Co. Pvt. Ltd. (CIN: U74999WB1937PTC025402) ("Punjab Produce") proposing candidature of Justice Shyamal Kanti Chakrabarti (Retired) (DIN: 08953661) for appointment as a Director on the Board of the Company in place of Justice Dilip Ganesh Karnik (Retired) (DIN: 06419513), Director retiring by rotation at the forthcoming 38" Annual General Meeting (AGM) of the Company and being eligible, has offered himself for re-appointment as per Item No. 3 of Ordinary Business of the Notice of 38" AGM. Punjab Produce has also submitted the requisite deposit of Rs. 1,00,000/- (Rupees One Lakh only) by way of cheque.

Upon perusal of the said Notice and after careful evaluation of the candidature of Justice Shyamal Kanti Chakrabarti (Retired), the Nomination and Remuneration Committee as well as the Board of Directors of the Company in their respective meeting(s) held on 9th September, 2021 have strongly recommended against the appointment of Justice Shyamal Kanti Chakrabarti (Retired) as a director of the Company and discussed, noted and observed the followings:

(a) The Company has received from Justice Shyamal Kanti Chakrabarti (Retired), consent to act as a Director, if appointed, in Form DIR -2. He has also submitted intimation in Form DIR-8 confirming that he is not disqualified from being appointed as Director. However, he has not submitted either himself or through the member proposing his candidature for the office of a director, a declaration confirming that he has not been debarred or disqualified from being appointed or continuing or from holding office or restrained from acting as Director of any Company pursuant to any order of the Securities and Exchange Board of India (SEBI) / Ministry of Corporate Affairs, or any such statutory authority.
(b) Even though the notice under Section 160 of the Act is issued by the Punjab Produce, it is at the dictates of Justice Mohit S. Shah (Retired) and Mr. A. C. Chakrabortti, two of the three joint APLs to the Estate of Late Priyamvada Devi Birla, the other joint APL being Mr. Mahendra Kumar Sharma being totally opposed to them. Mr. A. C. Chakrabortti on multiple occasions approached Justice Dilip Ganesh Karnik (Retired), director for various confidential / insider information with regard to the affairs of the Company which in the normal course is not available to shareholders and has then proceeded to accuse Justice Dilip Ganesh Karnik (Retired) of not sharing such confidential information and threatened to oppose his re-election for not doing so.
(c) Justice Mohit S. Shah (Retired) in writing has chastised Justice Dilip Ganesh Karnik (Retired), a director for not objecting the decision taken by the Board of Directors of the Company rejecting the declaration of significant beneficial ownership made by the said two persons, which was not in compliance with the provisions of Section 90 of the Act.
(d) The said Justice Mohit S. Shah (Retired) and Mr. A. C. Chakrabortti had in the past issued letters to all the directors of the Company alleging disregard of orders of the Hon'ble Courts and followed it up by a contempt petition filed at their instigation before the Division Bench of the Hon'ble Calcutta High Court. This contempt petition was dismissed on 22™ April, 2021 by the Hon'ble Division Bench of the Calcutta High Court. Special Leave Petition from the said judgment and order dated 22nd April, 2021 has not been entertained by the Hon'ble Supreme Court by an order passed on 12" July, 2021. Mr. Mahendra Kumar Sharma, one of the joint Administrator pendente lite did not support the action of the other two jointAdministrators pendente lite.
(e) Justice Mohit S. Shah (Retired) and Mr. A. C. Chakrabortti had repeatedly tried to intervene in the affairs of three wholly owned subsidiaries of the Company viz. August Agents Limited, Laneseda Agents Limited and Insilco Agents Limited, firstly, by way of letters to Registrar of Companies resulting in marking of "management dispute" by the Registrar of Companies, Kolkata which was undone only after higher authorities giving direction to undo the same. Justice Mohit S. Shah (Retired) and Mr. A. C. Chakrabortti has also filed litigation before the Hon'ble National Company Law Tribunal against these companies and even though so far unsuccessful in getting any order have been causing much harassmento the companies.

(f) The said Justice Mohit S. Shah (Retired) and Mr. A. C. Chakrabortti have been repeatedly writing letters to the Company (even though along with the said Mr. Mahendra Kumar Sharma, they hold only 500 shares in the Company) alleging that the Company has to divulge various internal information to the said persons and have to actas per their directions.
(g) Therefore, the induction of any director who has behind him Justice Mohit S.Shah (Retired) and Mr. A. C. Chakrabortti is likely to result in unauthorised sharing of confidential insider information and disruption in the Company's management.
(h) The Board felt that the process adopted by the two joint Administrators pendente lite proposing appointment of directors through a promoter shareholder is an attempt to override the sanctity and authority of the Nomination & Remuneration Committee and the Board of Directors and the integrity of the Board would be compromised if they are so appointed.
(I) Justice Dilip Ganesh Karnik (Retired) was inducted as a Director of the Company without reference to any statutory or contractual obligations and played an active role alongwith other members of the Board in institutionalising the governance standards based on rich expertise and experience. In addition, he is neithera nominee of the Joint APLs and the Estate of Priyamvada Devi Birla nor any of the promoters have a right to nominate directors on the Board of Directors of the Company. The Nomination & Remuneration Committee and the Board of Directors strongly recommended reappointment of Justice Karnik as director of the Company considering his experience and contribution to the Company and to protect the integrity of the Board.
(j) The Board of Directors felt that Justice Shyamal Kanti Chakrabarti is not suitable for appointment as director in the Company.

For the reasons stated above, the Nomination and Remuneration Committee as well as Board of Directors of the Company in their respective meeting(s) held on 9" September, 2021 have recommended "against" the appointment of Justice Shyamal Kanti Chakrabarti (Retired) for the office of a Director of the Company in place of Justice Dilip Ganesh Karnik (Retired), Director retiring by rotation at the forthcoming Annual General Meeting of the Company, as proposed by The Punjab Produce & Trading Co. Pvt. Ltd. vide its Notice dated 6" September 2021, pursuant to Section 160 of the Act.

The information/details of Justice Shyamal Kanti Chakrabarti (Retired) pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings (SS-2) are provided hereinafter in this Addendum to Notice of 38" Annual General Meeting.

The Nomination and Remuneration Committee and Board of Directors of the Company do not recommend the Ordinary Resolution set out in Item No. 6 of the accompanying Notice for approval of the Members keeping in view the best interest of the Company and its relevant stakeholders.

	VTL

Directors seeking appointment, to the extent provided by them along with Notice under Section 160 of the
Dr. Dnanpat Ram Agarwal	Justice Shyamal KantiChakrabarti (Retired)
00322861	08953661
(62 years)	28.09.1949(71 years)
Indian	Indian
	Not Applicable
Chartered Accountant	M.A, LLB, LLM
Not provided	He has worked at various posts in JudicialDepartment, West Bengal and appointed aspermanent Judge at Hon'ble High Court, Calcuttafrom the year 2009 to 2011. He has retired asChairman-in-chargeWestBengalStateAdministrative Tribunal (SAT) in the year 2014.Presently, he is appointed as Arbitrator in severalcases by the Hon'ble High Court, Calcutta andalso presiding over Lok Adalat organised by WakfBoard, West Bengal apart from rendering legaladvice to Individuals and Trusts etc.
Not provided	Not provided
Listed CompaniesBarak Valley Cements Ltd.1.	Listed CompaniesNone
Unlisted Companies	Unlisted Companies1. The Punjab Produce & Trading Co. Pvt. Ltd.
3.Lucas Financial Services Pvt. Ltd.4.Style Investment & Properties Pvt.Ltd.5.ITAG Business Solutions Ltd.6.	2. Punjab Produce Holdings Ltd.3. East India Investment Co. Pvt. Ltd.4. Gwalior Webbing Co. Pvt. Ltd.5. Baroda Agents and Trading Co. Pvt. Ltd.
Not provided	Not provided
None	None
Not Applicable	Not Applicable

Appointment as Non-Executive Non-IndependentDirector, liable to retire by rotation	Appointment as Non-Executive Non-IndependentDirector, liable to retire by rotation
	informationunderSEBIrequired(ListingasRequirements) Regulations, 2015 and Secretarial Standard on General Meetings ('SS-2') with respect to13.01.1959Not Applicable2. TCl Finance Ltd.Kumpepar Construction Pvt. Ltd.

Registered Office: Udyog Vihar, P.O. Chorhata, Rewa - 486 006 (M.P.) By Order of the Board of Directors For Vindhya Telelinks Limited

Y.S. Lodha Managing Director & CEO

September 9, 2021

VINDHYA TELELINKS LIMITED

PROXY FORM

	VINDHYA TELELINKS LIMITED
	CIN: L31300MP1983PLC002134Registered Office:
	Udyog Vihar, P.O. Chorhata, Rewa-486 006 (M.P.), IndiaTelephone No. (07662) 400400 * Fax No. (07662) 400591
	Email: [email protected] * Website: www.vtlrewa.com
	PROXY FORM
	[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3)of the Companies (Management and Administration) Rules, 2014]

Name of the member(s)Registered address
E-mail Id
Folio No/DP Id/Client Id

I/We, being the member(s)		of equity shares of the above named Company, hereby appoint:
Name:1.	Address:
E-mail Id:	Signature:	, or failing him;
Name:2.	Address:
E-mail Id:	Signature:	, or failing him; and
Name:3.	Address:
E-mailId:as my/ourto attend and vote (on a poll) for me/usproxy	Signature:and on my/our	behalf at the Thirty Eighth Annual General Meeting of the Company,
	to be held on Thursday, the September 23, 2021 at 11.30 A.M. at the Registered Office of the Company at Udyog Vihar, P.O. Chorhata,Rewa-— 486 006 (M.P.), India and at any adjournment thereof in respect of the following resolutions:
Ordinary Business			*For	*Against
	1. (a) Adoption of audited Financial Statements of the Company for the financial year ended March 31, 2021
	and the Reports of the Board of Directors and Auditors thereon.(b) Adoption of the audited Consolidated Financial Statements of the Company for the financial year ended
March 31, 2021 and Report of Auditors thereon.	2. Declaration of Dividend on Equity Shares for the financial year ended March 31, 2021.
rotation.	3. Re-appointment of Justice Dilip Ganesh Karnik (Retired) (DIN: 06419513), as a Director, who retires by
Special Business	4. Ratification of remuneration to be paid to Cost Auditors of the Company for the financial year ending on March
31,2022.

5. Appointment of Dr.Dhanpat Ram Agarwal (DIN: 00322861) as a Non-Executive Non-Independent Director of	the Company pursuant to Notice received from a member under Section 160 of the Companies Act, 2013.6. Appointment of Justice Shyamal Kanti Chakrabarti (Retired) (DIN: 08953661) as a Non-Executive Non

Ordinary Business		*For	*Against
	1. (a) Adoption of audited Financial Statements of the Company for the financial year ended March 31, 2021and the Reports of the Board of Directors and Auditors thereon.
	(b) Adoption of the audited Consolidated Financial Statements of the Company for the financial year endedMarch 31, 2021 and Report of Auditors thereon.
	2. Declaration of Dividend on Equity Shares for the financial year ended March 31, 2021.
	3. Re-appointment of Justice Dilip Ganesh Karnik (Retired) (DIN: 06419513), as a Director, who retires byrotation.
Special Business
	4. Ratification of remuneration to be paid to Cost Auditors of the Company for the financial year ending on March31,2022.
	5. Appointment of Dr.Dhanpat Ram Agarwal (DIN: 00322861) as a Non-Executive Non-Independent Director ofthe Company pursuant to Notice received from a member under Section 160 of the Companies Act, 2013.
	6. Appointment of Justice Shyamal Kanti Chakrabarti (Retired) (DIN: 08953661) as a Non-Executive NonIndependent Director of the Company in place of Justice Dilip Ganesh Karnik (Retired), Director pursuant toNotice received from a member under Section 160 of the Companies Act, 2013.

Signed thisday of2021
Signature of shareholder;	AffixRevenue Stamp
Signature of Proxy holder(s)

NOTES:

1. This form of proxy, in order to be effective, should be duly completed and deposited at the Registered Office of the Company at Udyog Vihar, P.O. Chorhata, Rewa —486 006 (M.P.), India, notless than FORTY EIGHT (48) hours before the commencement of the Meeting.
1. For the Resolutions, Explanatory Statement and Notes, please refer to the Notice dated 29" June, 2021 and Addendum to the Notice dated 9" September, 2021 of the Thirty Eighth Annual General Meeting.
*3. It is optional to put a 'v' in the appropriate column against the resolutions indicated above. If you leave 'For' or 'Against' column blank against any or all resolutions, your Proxy will be entitled to vote in the manner as he/she thinks appropriate.

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Vindhya Telelinks Ltd. AGM Information 2021

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Sub: Addendum to the Notice of 38t* Annual General Meeting to be held on 23*¢ September, 2021

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