Vindhya Telelinks Limited shareholders approved a dividend of ₹6 per equity share and adopted the FY26 financial statements at the company’s 43rd Annual General Meeting (AGM) held on August 3, 2026. While ordinary resolutions passed with overwhelming support, special resolutions for the reappointment of Priya Shankar Dasgupta and the appointment of Pandanda Kariappa Madappa as independent directors failed to secure the requisite 75% majority but were deemed approved under Regulation 25(2A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as votes in favour exceeded those against.

The meeting, convened in compliance with Regulation 44(3) of the SEBI Listing Regulations, saw a high participation rate with 8,402,583 votes polled out of 11,850,863 shares on record, representing 70.90% of outstanding shares. The dividend declaration, marking a 60% payout on the ₹10 face value, received near-unanimous support with 99.99% of votes cast in favour. This outcome reflects strong shareholder alignment on capital return policies despite governance friction on board composition.

Voting Results by Resolution

The scrutiniser’s report, issued by R.K. Mishra & Associates on August 4, 2026, detailed the voting patterns across all seven resolutions. Ordinary resolutions regarding financial statements, dividend, and cost auditor remuneration passed with more than 99% support. However, the board composition changes faced significant opposition from public institutional investors.

Board Composition and Governance Implications

Harsh Vardhan Lodha was reappointed as a director retiring by rotation under Section 152(6) of the Companies Act, 2013, securing 79.56% support. The special resolutions for the independent directors attracted substantial dissent from public institutions, which voted against both proposals by margins of 92.29% and 92.71%, respectively. Despite this, promoter and non-institutional public shareholders provided sufficient support to ensure votes in favour exceeded votes against, triggering the deemed approval mechanism under SEBI regulations.

Priya Shankar Dasgupta’s second term as Non-Executive Independent Director is effective from November 21, 2026, to November 20, 2031. Pandanda Kariappa Madappa’s first term begins May 23, 2026, ending May 22, 2031. Madappa currently serves as Chairman of the Audit Committee, strengthening oversight capabilities. The divergence in voting behaviour highlights a disconnect between institutional and retail/promoter shareholder preferences regarding independent director tenure.

Procedural Compliance and Auditors

The remote e-voting period ran from July 31, 2026, to August 2, 2026, facilitated by Central Depository Services (India) Limited (CDSL). The physical poll conducted at the registered office in Rewa, Madhya Pradesh, contributed 1,223,084 votes, all cast in favour of the resolutions. Messrs D. Sabyasachi & Co. were ratified as Cost Auditors for FY27 with remuneration fixed at ₹1,00,000. The statutory auditors, Messrs V. Sankar Aiyar & Co., were exempted from attending the AGM via representative, as authorized by the Board. The consolidated scrutiniser’s report confirms compliance with Sections 108 and 109 of the Companies Act, 2013, and relevant SEBI regulations.

Vindhya Telelinks Limited has fixed Friday, July 27, 2026, as the record date to determine member eligibility for its 43rd Annual General Meeting (AGM) and the payment of the final dividend for the financial year 2025-26. The AGM is scheduled to be held on August 3, 2026, at 3.15 P.M. at the Registered Office of the Company at Udyog Vihar, P.O. Chorhata, Rewa - 486 006 (M.P.). This announcement was made pursuant to Regulation 42 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Additionally, the company informed that a letter providing the web-link to the Annual Report 2025-26 is being sent to members who have not registered their email addresses, in compliance with Regulation 36(1)(b) of the SEBI Listing Regulations.

Financial Performance

The company's standalone financial results for FY 2025-26 reflect a challenging year, with revenue and profitability declining across key metrics. The following table summarises the standalone and consolidated performance:

The standalone net profit declined sharply to ₹5,278.71 lakhs from ₹11,547.60 lakhs in the previous year. Revenue from operations fell from ₹405,383.41 lakhs to ₹356,628.58 lakhs. The decline was primarily attributed to an 18.04% drop in EPC segment revenue, driven by a slowdown in government capital expenditure under the Uttar Pradesh Jal Jeevan Mission (JJM) project, and a significant increase in finance costs to ₹14,819.15 lakhs from ₹10,178.08 lakhs due to elevated working capital deployment. The Cable segment, however, registered revenue growth of 11.60%, led by strong demand for Solar and Specialty Optical Fibre Cables.

Segment-Wise Performance

The Cable business segment reported revenue from sale of products of ₹88,410.05 lakhs, up from ₹79,221.67 lakhs in the previous year. The EPC business segment saw revenue from operations decline to ₹270,851.23 lakhs from ₹330,486.50 lakhs, reflecting the impact of delayed fund releases under the JJM programme. The company also reported export revenue of ₹4,270.16 lakhs during the year, compared to ₹4,262.79 lakhs in the previous year.

Dividend and AGM Details

The Board of Directors has recommended a final dividend of ₹6.00 per equity share of face value ₹10 each, representing a payout of 60%, compared to ₹16.00 per share (160%) in the previous year. Subject to shareholder approval at the AGM, the total cash outflow on account of dividend will amount to ₹711.05 lakhs, representing 13.47% of the standalone net profit for FY 2025-26. Payment will be made on or before August 31, 2026.