Vindhya Telelinks Ltd. — Capital/Financing Update 2025

Mar 27, 2025

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Vindhya Telelinks Limited

Regd. Office: Udyog Vihar, P.O. Chorhata, Rewa - 486 006 (M.P.), India Telephone No: (07662) 400400 * Fax No: (07662) 400591 Email: headoffice@vtlrewa.com; Website: www.vtlrewa.com PAN NO.AAACV7757J * CIN: L31300MP1983PLC002134

GSTIN: 23AAACV7757J1Z00

VTL/CS/24-25/Reg-30 27 MAR 2025

BSE Ltd. Corporate Relationship Department, 1[st] Floor, New Trading Ring, Rotunda Building, P.J. Towers, Dalal Street, Fort, MUMBAI-400 001

Company’s Scrip Code: 517015

The Manager, Listing Department, The National Stock Exchange of India Ltd, Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E), MUMBAI-400 051

Company’s Scrip Code: VINDHYATEL

Dear Sir/Madam,

Sub: Intimation for Acquisition of Shares

In continuation to our intimation dated 25[th] October, 2024 and in accordance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, ("Listing Regulations"), we would like to inform you that the Company has acquired 44,10,000 fully paid-up Equity Shares of face value of Rs. 10/- each held by Visabeira Global, SGPS, SA 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 in pursuance to Share Purchase Agreement(s) executed with Visabeira Global, SGPS, SA and Birla Cable Limited on 27[th] March, 2025 at 10.00 A.M.

Birla Visabeira Private Limited has now become a Wholly-Owned Subsidiary of the Company and the Joint Venture Agreement dated 3[rd] June 2015 between Vindhya Telelinks Ltd. and Visabeira Global SGPS, SA, ceased to exist or be in force with effect from 27[th] March, 2025.

The details as required under Regulation 30 read with Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 and SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated 11[th] November, 2024 are enclosed herewith and marked as Annexure – ‘A’ .

The aforesaid information is also being uploaded on the Website of the Company at https://www.vtlrewa.com.

Thanking you,

Yours faithfully,

For Vindhya Telelinks Limited

DINESH Digitally signed by DINESH KAPOOR KAPOOR Date: 2025.03.27 18:08:11 +05'30'

(Dinesh Kapoor) Company Secretary & Compliance Officer

Encl: As Above

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Works: i) Plot No.1, Udyog Vihar, P.O. Chorhata, Rewa-486006(M.P.) ii) Plot No.1-C & 1-D, Udyog Vihar, P.O. Chorhata, Rewa-486006(M.P.)

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VINDHYA TELELINKS LIMITED

Annexure – ‘A’

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Sl. Particulars Details
No.
a) Name of the target entity, details Birla Visabeira Private Limited (BVPL)
in brief such as size, turnover
etc.; Vindhya Telelinks Limited (VTL) and Visabeira
Global, SGPS, SA, a corporation registered
under the laws of the Portuguese Republic
entered into a Joint Venture Agreement on 3 [rd]
June, 2015 to form a JV Company namely Birla
Visabeira Private Limited with the goal of
pursuing telecommunication turnkey projects
in India. The focus was on building and
maintaining optical fibre networks essential for
high-speed data transmission.
Birla Visabeira Private Limited was
incorporated on 15 [th] September, 2015 as a
Private Limited Company under the provisions
of the Companies Act, 2013. Presently, the
Registered office of BVPL is situated at Noida in
the State of Uttar Pradesh.
Turnover of BVPL was Rs. 1845.31 Lakhs for
the financial year ended on 31 [st] March, 2024.
b) Whether the acquisition would Acquisition of 9,90,000 equity shares of BVPL
fall within related party from Birla Cable Limited falls within the related
transaction(s) and whether the party transactions as Birla Cable Limited is an
promoter/ promoter group/ entity forming part of the Promoter Group of
group companies have any the Company.
interest in the entity being
acquired? Except to the extent of shares held by the
If yes, nature of interest and Company and Birla Cable Limited in BVPL,
details thereof and whether the none of the promoter/promoter group/group
same is done at “arm’s length”; companies have any interest in the acquisition
of shares of BVPL.
The Company has acquired shares of BVPL at
fair market value based on the internationally
accepted pricing methodology on an arm’s
length basis duly certified by an Independent
Practicing Chartered Accountant as well as by
an Independent SEBI Registered Category I
Merchant Banker.
c) Industry to which the entity BVPL secured an IP-1 license, allowing it to
being acquired belongs; establish and maintain passive infrastructure,
including dark fibre, duct space, and towers,
which could be leased to telecom service
providers.
DINESH Digitally signed by DINESH KAPOOR KAPOOR
KAPOOR Date: 2025.03.27 18:08:30
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Digitally signed by DINESH KAPOOR KAPOOR Date: 2025.03.27 18:08:30 +05'30'

d)	Objects and impact of acquisition (including but not limited to, disclosure of reasons for acquisition of target entity, if its business is outside the main line of business of the listed entity);	The Company aims to consolidate its position in the telecom passive infrastructure sector, enhance its operational efficiency, and leverage market opportunities. Furthermore, consolidating IP-1 assets possessed by BVPL with that of existing IP-1 assets held by the Company shall provide synergy, scalability, and agility in responding to market challenges and opportunities of value unlocking of IP-1 assets. The Company’s extensive network, combined with BVPL’s assets may provide flexibility for expansion of the network and larger coverage of IP-1 network in India.
e)	Brief details of any governmental or regulatory approvals required for the acquisition;	Not Applicable
f)	Indicative time period for completion of the acquisition;	The acquisition of shares is completed on 27th March, 2025.
g)	Consideration - whether cash consideration or share swap or any other form and details of the same;	The consideration has been paid in cash i.e. electronic transfer.
h)	Cost of acquisition and/or the price at which the shares are acquired;	The Company has acquired 54,00,000 fully paid-up Equity Shares of face value of Rs. 10/- each of BVPL at a price of Rs. 3.10/- per equity share aggregating to Rs. 1,67,40,000/-.
i)	Percentage of shareholding / control acquired and / or number of shares acquired;	The Company was holding 36,00,000 fully paid-up equity shares of face value of Rs. 10/- each representing 40.00% of the paid-up equity share capital of BVPL. The Company has acquired 44,10,000 fully paid-up Equity Shares of face value of Rs. 10/- each held by Visabeira Global, SGPS, SA 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 BVPL. The Company’s 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 3rd June 2015 between Vindhya Telelinks Ltd. and Visabeira Global SGPS, SA, ceased to exist or be in force with effect from 27thMarch, 2025.

DINESH Digitally signed by DINESH KAPOOR KAPOOR Date: 2025.03.27 18:08:44 +05'30'

• j) Brief background about the entity acquired in terms of products/line of business acquired, date of incorporation, history of last 3 years turnover, country in which the acquired entity has presence and any other significant information (in brief);

BVPL is engaged in the business of Engineering, Procurement and Construction. BVPL is involved in creating IP-1 OFC network (Infrastructure Provider I license from Department Telecommunications, Government of India) and thereby leasing out the fibre network capacity on Indefeasible Rights to Use basis to the telecom operators along with Operation & Maintenance services over the tenure of the lease period.

Date of Incorporation: 15[th] September, 2015

Turnover of BVPL for last 3 years:

Year	(Rs. In Lakhs)
FY2023-24	1845.31
FY2022-23	946.47
FY2021-22	1797.46

Presence in countries: India

DINESH Digitally signed by DINESH KAPOOR KAPOOR Date: 2025.03.27 18:08:59 +05'30'