Vindhya Telelinks Limited has announced the opening of a special window for transfer and dematerialisation of physical securities, providing shareholders with a valuable opportunity to regularise their holdings. The initiative follows regulatory guidelines and aims to facilitate investors who faced challenges with physical share transfers in the past.

Regulatory Compliance and Implementation

The special window has been established pursuant to SEBI Circular No. HO/38/13/11(2)2026-MIRSD-POD/I/3750/2026 dated 30th January 2026. The company published newspaper advertisements on 18th April 2026 in Financial Express (English) and Dainik Jagran (Hindi) to ensure widespread awareness among shareholders.

Eligibility Criteria and Application Matrix

The special window is designed for investors who sold or purchased physical securities of the company prior to 1st April 2019 and either had not lodged the physical securities for transfer or had lodged them but faced rejection due to document deficiencies.

Transfer Process and Lock-in Requirements

Securities transferred under this window will be mandatorily credited to the transferee only in demat mode. These securities will remain under lock-in for one year from the date of registration of transfer, during which they cannot be transferred, lien-marked, or pledged.

The process excludes cases involving disputes between transferor and transferee, as well as securities that have been transferred to the Investor Education and Protection Fund (IEPF).

Documentation and Contact Information

Shareholders are required to submit original security certificates, share transfer deed, Client Master List (CML), and all other documents specified in the SEBI circular to the company's Registrar and Share Transfer Agents.

The announcement was signed by Dinesh Kapoor, Company Secretary & Compliance Officer, and is also available on the company's website at https://www.vtlrewa.com . This initiative represents a significant opportunity for eligible shareholders to regularise their physical holdings and benefit from the convenience of dematerialised securities.

Vindhya Telelinks Limited has received a credit rating downgrade from CARE Ratings Limited, with both long-term and short-term bank facilities being placed on Rating Watch with Developing Implications. The telecommunications infrastructure company informed stock exchanges about this development through a regulatory filing dated April 1, 2026.

Rating Downgrade Details

CARE Ratings has implemented significant changes to Vindhya Telelinks' credit profile:

The Rating Watch with Developing Implications (RWD) status indicates uncertainty about the future direction of the ratings pending resolution of specific developments affecting the company's credit profile.

Operational Performance Challenges

The downgrade reflects several operational headwinds faced by the company during 9MFY26. CARE Ratings cited continued moderate operations with lower-than-envisaged operating profitability, primarily driven by slow execution of engineering, procurement, and construction (EPC) orders.

Key performance metrics for the period show:

The EPC segment, which contributes approximately 80% of the company's topline, faced execution-related delays resulting in lower revenue recognition. These delays were primarily attributed to funding-linked disbursement issues under key government infrastructure programs, particularly the Uttar Pradesh Jal Jeevan Mission.

Financial Profile Deterioration

The company's financial risk profile has moderated significantly, with several key indicators showing stress:

• Overall debtors increased from ₹1,527.71 crores at FY25-end to ₹2,191.85 crores as of December 31, 2025
• Total debt, including advances from customers, rose from ₹1,061.66 crores at March 31, 2025, to ₹1,066.91 crores at December 31, 2025
• Debt to PBILDT ratio is expected to remain above 3.5x by the end of FY26
• Overall gearing increased to 0.26x as of March 31, 2025, from 0.15x in the previous year

Planned Merger Impact

A significant factor contributing to the Rating Watch status is the announced amalgamation with group entity Birla Cable Limited. The merger, approved by the Board on March 21, 2026, is expected to take 10-12 months for completion, subject to regulatory and other requisite approvals.

Under the merger terms:

• Shareholders of Birla Cable Limited will receive 10 equity shares of Vindhya Telelinks for every 115 shares held
• No cash consideration is involved in the transaction
• The scheme aims to streamline operations, simplify corporate structure, and enhance operational efficiency

Order Book and Business Strengths

Despite the operational challenges, Vindhya Telelinks maintains several positive aspects:

The company benefits from its association with the well-established MP Birla Group, which has demonstrated financial support through infusion of ₹250 crores in the form of inter-corporate deposits and unsecured loans as of March 31, 2025.

Rating Outlook and Monitoring Factors

CARE Ratings will continue monitoring developments regarding the merger and will reassess ratings after the scheme's completion. Key factors that could influence future rating actions include:

Positive factors:

• Significant improvement in operating performance with PBILDT margin over 10% on a sustained basis
• Improvement in operating cycle to less than 120 days

Negative factors:

• Significant decline in PBILDT margins leading to total debt/PBILDT above 4.5x
• Delays in securing new orders affecting revenue visibility
• Inability to improve PBILDT margins above 6% sustainably

The rating agency emphasized that timely execution of the existing order book, especially in the high-value EPC segment, remains critical and will be a key monitoring factor going forward.