DIRECTORS' REPORT

Your Directors have the pleasure in presenting the Forty Third (43^rd) Annual Report together with the Audited Financial Statements of your Company for the Financial Year ended March 31,2026.

SUMMARY OF FINANCIAL RESULTS (' in lakhs)

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 COMPANY’S AFFAIRS

The financial year 2025-26 represented a transitional year amid spread of generative artificial intelligence wherein data centres have become a critical part of infrastructure that supports a digital society and India’s push to become the world’s third largest economy by 2030, with a targeted GDP of over $ 7 trillion, underpinned by stepped up investment in infrastructure. These developments lead to vitalisation of economic activities including those in related industries such as optical fibre cables, railway, solar PV cables, etc. and EPC business as the infrastructure development offers a multi decade opportunity. While in near term, the government funded core infra capex after acceleration over FY 2022-24 is now consolidating, it still remains a key growth driver. In this backdrop, the Company continued to strengthen its long-term strategic positioning through expansion in specialty optical fibre cables, solar PV cables and other specialty cables, diversification of EPC capabilities and opportunities in digital infrastructure.

As the world is moving from efficiency driven globalisation to resilient driven globalisation, the Company is gearing up to adapt these changes, leveraging both local strength and global opportunities. The Company has diversified supply chains, trusted technology partnership, strong domestic capabilities and agility to serve customers across jurisdictions. At the same time, the Company continues to lay focus on improving operational resilience, prudent capital allocation, strengthening cash flows and building future-ready capabilities across high-growth infrastructure and technology-led sectors

There have been no material changes in the nature of business and commitments affecting the financial position of the Company between the end of the financial year under review and date of this Report.

GENERAL & CORPORATE MATTERS

During the year under review, your Company achieved standalone Revenue from Operations of ' 356628.58 lakhs as compared to ' 405383.41 lakhs in the previous year indicating marginal decline year-on-year basis.

The Cable segment registered a growth of 11.60%, predominantly driven by strong demand for Solar and Specialty Optical Fibre Cables. The EPC business segment registered a decline of 18.04% 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.

The standalone Profit before Depreciation and Tax for the year stood at ' 8921.35 lakhs (comprising of Cable business segment ' 7191.81 lakhs and that of EPC business segment ' 1729.54 lakhs) as compared to ' 17538.62 lakhs in the corresponding previous year (comprising of Cable business segment ' 5367.97 lakhs and that of EPC business segment ' 12170.65 lakhs) registering a decline of 49.13% year on year basis largely due to decline in Turnover and increase in Interest cost due to elevated working capital deployment in EPC Division. 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 ' 4270.16 lakhs during the year under review as compared to ' 4262.79 lakhs in the previous year.

Cable Business Segment:

After an extended period of subdued pricing and lower demand in several regions, the optical fibre cable prices have been steadily rising alongside sustained demand growth. After experiencing 2 years of successive decline, world Optical fibre cable demand staged a sharp recovery beginning in 2026, although overall demand conditions remained uneven across geographies. The pace of recent price increases marks a departure from the relative stability of the past few years. The conditions are adjusting quickly as demand strengthen across multiple applications at the same time.

Global demand for optical fibre cable is witnessing significant improvement driven by Growth in hyperscale data centers and AI infrastructure, Government-backed broadband connectivity programs, Increasing adoption of edge computing and digital services. At the same time, industry trends are evolving toward advanced network capabilities, including automation, AI-native architectures and performance-oriented fibre solutions.

The Company also continues to benefit from strong macro tailwinds in non-telecom cable segments. With the need for increased railway infrastructure and government’s push to modernize railways, the Union Budget has allocated a total capital expenditure of ' 2.93 lakh crore for financial year 2026-27, reflecting the government’s strong push toward modernization, safety, and infrastructure expansion. The key focus areas for capital expenditure include the construction of new lines, doubling the lines, traffic facilities and rolling stock amongst other expansion and modernization of railway networks. Substantial investments are planned for rolling stock, track renewal, electrification, and station upgrades. All this put together may continue to have steady demand for Railway signalling cables, Quad Cables and special conductors.

The rolling stock cable continued to demonstrate steady growth during the year in the wake of increased demand owing to higher safety standards and the adoption of fire-resistant, low-smoke, halogen-free technologies. The growth remains closely linked to investments in new rolling stock procurement, refurbishment of existing coaches, and indigenization initiatives, thereby providing sustained long-term growth visibility Company’s products catering to the railway ecosystem.

India today stands at a pivotal moment in its renewable energy journey and has become the second-largest solar energy market globally in terms of annual installations. This rapid growth nearly 50 GW added in just over a year is a clear signal that India is well on track to achieve its 280-300 GW solar target by 2030, forming a major part of the broader 500 GW renewable energy capacity goal. This new investment cycle led by solar green energy is driving strong demand for solar PV cables, particularly those produced using E-Beam Irradiation Technology, which enhances durability, thermal resistance, and current-carrying capacity. The Company already has two E-Beam Radiation facilities operational and is in the process of commissioning the third E-Beam facility, which is likely to be operational by end of first quarter of financial year 2026-27. The state-of-the-art facility of the Company is producing cables for wide variety of applications including Solar renewable energy, Rolling stock, Electrical Vehicles and Ship wiring, etc.

EPC Business Segment:

The financial year under review remained challenging for the infrastructure sector due to slower Government spending, particularly in the water infrastructure segment. Delays in disbursements under the Jal Jeevan Mission (JJM) impacted project execution, liquidity cycles, and profitability across the industry. Considering the allocation under JJM scheme stands increased to around ' 67,670 crore for FY 2026-27 it is expected that the execution shall be accelerated going forward.

Despite the prevailing challenges, the Company maintained its focus on effective project management and timely execution of ongoing works, while also enhancing its capabilities in operations and maintenance (O&M) services. The Company continues to strengthen its position across its core infrastructure segments and remains well-placed to participate in upcoming growth opportunities. During the year, the Company was awarded an important power (gas insulated) substation project in NDMC area of New Delhi, which further expanded its footprint in the power infrastructure domain.

In the prevailing environment of elevated raw material price volatility, supply chain uncertainties and continuing geopolitical disruptions, the Company has adopted a calibrated and disciplined approach towards EPC order acquisition, with increased focus on project viability, contractual risk allocation, margin sustainability and cash flow visibility.

The Company remains focused on quality of order book over volume-led growth and continues to evaluate EPC opportunities with emphasis on prudent capital deployment, execution visibility and sustainable profitability. Since a significant portion of EPC contracts, particularly in the Government sector, continue to operate without adequate price variation or escalation protection mechanisms, the Company remains selective in bidding and prioritises projects with balanced risk-reward profile and efficient working capital requirements.

The Company is also actively evaluating strategic opportunities arising from its extensive IP-1 passive telecom infrastructure network spread across 23 states in India.

The Company also continues to strengthen its project execution framework, risk management practices and collection mechanisms to improve operational resilience and enhance long-term value creation. Backed by years of experience and a proven execution record, the Company has established a credible presence across the Power, Water, Telecom, and Irrigation sectors. With continued emphasis on operational efficiency, service diversification, and customer satisfaction, the Company remains committed to strengthening its role in India’s evolving infrastructure landscape and pursuing sustainable long-term growth in India’s evolving infrastructure landscape and pursuing sustainable long-term growth.

SCHEME OF AMALGAMATION

The Board of Directors of the Company at its meeting held on March 21,2026, approved the Scheme of Amalgamation between Birla Cable Limited (“Transferor Company”) and the Company (“Transferee Company” or “Company”) and their respective shareholders and creditors (Scheme) pursuant to Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with the rules framed thereunder for the amalgamation of the Transferor Company into the Company w.e.f. the appointed date of April 1, 2026.

Upon the Scheme becoming effective, the Transferor Company shall stand dissolved and the Transferee Company will issue and allot to the equity shareholders of the Transferor Company (other than Transferee Company), 10 equity shares of the face value of ' 10/- each fully paid of the Transferee Company for every 115 equity shares of the face value of ' 10/- each fully paid held by them in the Transferor Company. Equity Shares held by the Transferee Company in the Transferor Company and vice - versa shall stand cancelled and extinguished.

The proposed amalgamation would be in the best interest of the Companies and their respective shareholders, employees, creditors and other stakeholders as the amalgamation is expected to inter-alia result in the following benefits:

(i) Since the Companies are well established in the line of business that they primarily operate in (i.e. manufacture and sale of telecommunication cables and accessories) and have complementary product portfolios, consolidating the manufacturing capabilities of both Companies through the amalgamation will create a larger unified entity with consolidation of capacities, enhanced market presence and improved competitive positioning. The combined entity will have an aggregated track record of manufacturing and multi-state project execution thereby being better positioned to leverage cross-selling opportunities and to bid for larger infrastructure projects, based on the combined technical credentials, financial strength and execution track record of the Companies. Further, the combined entity will offer a single window solution offering a wide range of services and products ranging from LAN cables to high-end specialty cables.

(ii) The unified and stronger balance sheet will enhance the Transferee Company’s pre-qualification credentials and financial net worth required to bid for and execute increasingly capital-intensive, multi-state infrastructure projects which require significant bank guarantees and liquidity.

(iii) By leveraging operational synergies and economies of scale, the amalgamation will create a stronger platform for future growth, improve cost efficiencies, and enable optimized allocation of financial, technical and managerial resources.

(iv) The amalgamation is expected to result in synergy benefits in back-end operations, including procurement, logistics, information technology systems and shared services and will also eliminate duplication of administrative and support functions and reduce multiplicity of legal, regulatory and compliance requirements.

(v) The amalgamation will rationalize and simplify the Group’s corporate structure by reducing the number of entities in the Group which operate in similar lines of business. This consolidation is expected to facilitate faster decision-making, smoother operations and improved coordination across various functions, which is expected to enhance transparency, corporate governance and investor perception.

(vi) A unified and stronger balance sheet will provide greater financial flexibility and improved access to capital, which is critical for undertaking larger and more capital-intensive businesses and supporting long-term growth strategies and thus, the amalgamation is expected to unlock growth opportunities and contribute to sustainable value creation for the shareholders of the Companies with improved financial performance.

(vii) The amalgamation will enable pooling of human resources, research & development capabilities and technical expertise across design, manufacturing, sourcing and project management functions, thereby eliminating redundancies in administration, research & development and operations for enhancing overall organizational capability, innovation, execution efficiency and product offering for more efficient operations and competitive positioning.

The Company has filed necessary applications for seeking no-objection/observation letters from BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) for the Scheme. The proposed Scheme is also subject to necessary statutory and regulatory approvals under applicable laws, including the approval of the jurisdictional Hon’ble National Company Law Tribunal (“NCLT”).

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 per SEBI (Listing Obligations and Disclosure Requirements), 2015, as amended from time to time (“Listing Regulations”), is presented in a separate section, 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 to focus on judicious capital allocation and incurred capital expenditure aggregating to ' 5124.22 lakhs, consisting of additions to (a) Plant & Equipment of ' 4959.16 lakhs; and (b) Other Fixed Assets of ' 165.06 lakhs for further capacity augmentation.

DIVIDEND

After considering the Company’s profitability, the Board of Directors of your Company is pleased to recommend a Dividend of ' 6.00 (previous year ' 16.00) per equity share of face value ' 10/- each i.e. 60% (previous year 160%) for the financial year ended March 31, 2026 in consonance with the Company’s 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, 2025 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 ' 711.05 Lakhs resulting in a payout of 13.47% of the standalone net profit of the Company for the financial year 2025-26 and 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 Company’s 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 31,2026, 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 31,2026 stood at ' 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 31,2026.

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 Company’s Code of Conduct and Auditors’ Certificate regarding compliance of conditions of Corporate Governance form 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 2025-26 read with the Company’s 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 Company’s 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, 2026, 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 31,2026 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 within the Company remained consistently cordial during the year, with the Board placing on record its appreciation for the dedication, loyalty, and exemplary service of employees at all levels. Their collective efforts ensured safe and reliable operations, even in challenging circumstances, and contributed meaningfully to the Company’s financial performance. Recognizing the dynamic nature of today’s workplace, human architecture of the Company is being reshaped with talent, culture and leadership continuity to determine resilience with sustained engagement of Board. To remain competitive in a rapidly evolving market, the Company has prioritized reskilling and upskilling programs, enabling employees to respond effectively to technological advancements and new business opportunities. The remuneration framework continues to remain relevant, proportionate and aligned with cognitive and time demand of governance standard needed in the era of real time disruption requiring deep preparation, continuous learning and sustained availability.

Safety and environmental protection remain integral to the Company’s operations. The Engineering, Procurement and Construction (EPC) segment has adopted the highest safety standards across all projects, with continuous monitoring by a dedicated safety committee. Regular reviews and follow-ups ensure that safety practices are constantly elevated, protecting employees, customers, and stakeholders. Environmental responsibility is equally prioritized, with initiatives aimed at waste reduction, compliance with regulations, and adoption of eco-friendly processes. The Company’s “good and green” philosophy drives efforts to reduce CO2 emissions, improve energy efficiency, and transition to renewable energy sources. Water conservation remains a key focus, supported by rainwater harvesting, recycling systems, and efficient usage practices.

Community development through CSR initiatives continues to be a cornerstone of the M.P. Birla Group’s values. Long before CSR regulations were formalized, the Group committed itself to improving the quality of life in communities surrounding its facilities. In line with this philosophy, the Company has undertaken need-based projects in education, healthcare, skill development, livelihood creation, sanitation, rural development, and environmental conservation. Employees are actively engaged in these programs, driving sustainable operations at manufacturing sites and project locations while contributing to community health, hygiene, sanitation, and waste management. This dual focus on operational excellence and social responsibility not only strengthens the Company’s reputation but also enhances employee motivation and job satisfaction.

Taken together, these initiatives reflect a holistic approach where employee empowerment, safety, sustainability, and community development are interwoven into the Company’s long-term growth strategy, ensuring resilience, competitiveness, and value creation for all stakeholders.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

In accordance with Regulation 34(2)(f) of the Listing Regulations read with the SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, the Business Responsibility and Sustainability Report for the year ended March 31,2026 forms part of the Annual Report.

RECOGNITION

Your Company’s 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 Company’s 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, solar cables and power cables and the said accreditation is valid upto January 12, 2030.

DIRECTORS

During the year under review, Smt. Srishti Lodha (DIN: 05320669), was appointed as an Additional Director designated as a NonExecutive Non-Independent Director of the Company, liable to retire by rotation, with effect from May 22, 2025, which has been duly approved by the Members of the Company by way of an Ordinary Resolution passed through Postal Ballot including Remote e-Voting on August 12, 2025.

Shri Y.S. Lodha (DIN: 0052861) has been re-appointed as the Managing Director & CEO of the Company, not liable to retire by rotation, for a further period of Five (5) consecutive years with effect from November 4, 2025 to November 3, 2030, with the approval of the Members of the Company by way of an Ordinary Resolution passed through Postal Ballot including Remote e-Voting on August 12, 2025.

Shri Dhan Raj Bansal (DIN: 00050612) ceased to be a Non-Executive Non-Independent Director of the Company upon retirement by rotation at the conclusion of the Annual General Meeting (AGM) held on September 12, 2025 as he did not seek re-appointment.

On the basis of the report of performance evaluation and on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company in its meeting held on May 23, 2026 unanimously recommended for re-appointment of Shri Priya Shankar Dasgupta (DIN: 00012552) as a Non-Executive Independent Director of the Company, not liable to retire by rotation, for a second term of five (5) consecutive years with effect from November 21,2026 to November 20, 2031, subject to the approval of the members at the ensuing Annual General Meeting of the Company.

Based upon the recommendations of the Nomination and Remuneration Committee, Shri Pandanda Kariappa Madappa (DIN: 00058822) has been appointed as an Additional Director designated as a Non-Executive Independent Director of the Company, not liable to retire by rotation, for a first term of Five (5) consecutive years with effect from May 23, 2026 to May 22, 2031, subject to the approval of members at the ensuing Annual General Meeting of the Company.

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with rules framed thereunder and the Company’s Articles of Association, Shri Harsh V. Lodha (DIN: 00394094), Non-Executive Chairman is liable to retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment as a Director of the Company. The Nomination and Remuneration Committee as well as Board of Directors of the Company has recommended his re-appointment for the consideration of the members at the ensuing Annual General Meeting of the Company.

As required under the Regulation 36(3) of the Listing Regulations and relevant provisions of the Secretarial Standard on the General Meeting (SS-2), the brief resume and other details of Shri Priya Shankar Dasgupta, Shri Pandanda Kariappa Madappa and Shri Harsh V. Lodha are given in Annexure - ‘A’ to the Notice of the ensuing Annual General Meeting.

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 Personnel’s (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 five (5) times viz. on May 22, 2025, August 8, 2025, November 12, 2025, February 6, 2026 and March 21,2026. 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 21,2026 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 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 Board’s 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

In terms of the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 as amended vide the Companies (Amendment) Act, 2017 and the Companies (Audit and Auditors) Amendment Rules, 2018 respectively, Messrs V. Sankar Aiyar & Co., Chartered Accountants (Firm Registration No.109208W) were appointed as Statutory Auditors of the Company to hold office for a term of five (5) years until the conclusion of the 47^th Annual General Meeting (AGM) of the Company to be held in the year 2030. The Auditors have confirmed to the Company that they continue to remain eligible to hold office as the Auditors and are not disqualified for being so appointed as Statutory Auditors under the Companies Act, 2013, the Chartered Accountants Act, 1949 and the rules and regulations framed thereunder.

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 2026-27 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 31,2025, in respect of the specified products, was filed with the Ministry of Corporate Affairs on August 26, 2025.

AUDITORS’ REPORT

The Auditors’ Report on the financial statements of the Company for the year ended March 31, 2026 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

Messrs R.K. Mishra & Associates, Practicing Company Secretaries (Unique Identification No. P1991MP039900 and Peer Review Certificate No. 4333/2023) were appointed as the Secretarial Auditor of the Company pursuant to Regulation 24A of the Listing Regulations 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. Messrs R.K. Mishra & Associates has confirmed that they are not disqualified from continuing as Secretarial Auditor of the Company in terms of provisions of the Companies Act, 2013 & Rules framed thereunder and Listing Regulations.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules thereunder, the Secretarial Audit Report for the financial year ended March 31,2026 issued by Secretarial Auditor, Messrs R.K. Mishra & Associates, Practicing Company Secretaries 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.

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 Company’s 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 of the Notes to standalone financial statements for the financial year 2025-26.

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 Company’s ‘Policy on materiality and dealing with Related Party Transactions’ (‘RPT Policy’) as approved by the Board of Directors is uploaded on the Company’s website and can be accessed at weblink: https://www.vtlrewa.com/Policies/RPT.pdf.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE

Your Company has four wholly owned unlisted subsidiaries namely August Agents Limited, Insilco Agents Limited, Laneseda Agents Limited and 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 Company’s 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 have reported strong 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 Company’s audited financial statements including the consolidated financial statements and all other documents required to be attached thereto are placed on Company’s 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 (Unquoted Non-Banking Financial Companies viz. August Agents Ltd., Insilco Agents Ltd. and Laneseda Agents Ltd.) 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 2025-26 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 Auditor’s Report thereon form part of the Annual Report.

The consolidated financial statements for the year ended March 31,2026 and also of previous financial year ended on March 31, 2025 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 Act”) 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. The annual return for compliance with POSH for the calendar year ended December 31,2025, has been duly filed with the concerned authority.

The details as required under Rule 8(5)(x) of the Companies (Accounts) Rules, 2014 for the calendar year 2025 are given as under:

(a) Number of complaints of sexual harassment received in the year - NIL

(b) number of complaints disposed off during the year - N.A.

(c) number of cases pending for more than ninety days - NIL

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.

(h) The company is in compliance with respect to the provisions relating to the Maternity Benefit Act, 1961.

CAUTIONARY STATEMENT

Statements in the Annual Report, including those which relate to Management Discussion and Analysis describing the Company’s 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 Company’s 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.