Amalgamation/Merger

BCL/CS/26-27/Reg-30 14 AUG 2026 BSE Limited, National Stock Exchange India Ltd. BSE’s Corporate Relationship Department, Listing Department, 1st Floor, New Trading Ring, “Exchange Plaza’, C-1, Block G, Rotunda Building, Bandra Kurla Complex, P.J. Towers, Dalal Street, Fort, Bandra (E), MUMBAI-400 001 MUMBAI -400 051 Company’s Scrip Code: 500060 Company’s Scrip Code: BIRLACABLE Dear Sir/Madam, Sub: Receipt of Observation Letters with ‘no objection’ from the National Stock Exchange of India Limited (NSE) and ‘no adverse observations’ from BSE Limited (BSE) in relation to the Scheme of Amalgamation between Birla Cable Limited (Transferor Company) and Vindhya Telelinks Limited (Transferee Company) and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 Ref.: Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 Dear Sir/Madam, In continuation to our earlier intimation dated March 21, 2026, wherein it was informed that the Board of Directors of the Company had approved the proposed Scheme of Amalgamation between Birla Cable Limited (Transferor Company) and Vindhya Telelinks Limited (Transferee Company) and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (“Scheme”) subject to necessary statutory and regulatory approvals under applicable laws, including the approval of the jurisdictional bench of the National Company Law Tribunal (“Tribunal”). In this regard, we would like to inform that the Company has received Observation Letters with ‘no objection’ from NSE and ‘no adverse observations’ from BSE on August 14, 2026, respectively, as required under Regulation 37(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in relation to the Scheme. The proposed Scheme remains subject to necessary statutory and regulatory approvals under applicable laws, including the approval of the Tribunal. The Observation Letters received from NSE and BSE are enclosed herewith and the same are also available on the website of the Company at https://www.birlacable.com. We request you to kindly take the above intimation on record. Thanking you, Yours faithfully, For Birla Cable Limited (Suman) Company Secretary & Compliance Officer Encl: As above Ref: NSE/LIST/54490/54486 August 14, 2026 The Company Secretary The Company Secretary Vindhya Telelinks Limited Birla Cable Limited Dear Sir /Madam, Sub: Observation Letter for draft Scheme of Amalgamation between Birla Cable Limited (“Transferor Company/BCL”) and Vindhya Telelinks Limited (“Transferee Company/VTL”) and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013. We are in receipt of the captioned draft scheme filed by Vindhya Telelinks Limited and Birla Cable Limited. Based on our letter reference no. NSE/LIST/54490/54486 dated June 29, 2026, submitted to SEBI pursuant to SEBI Master Circular No - SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023, and Regulation 94(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 SEBI vide its letter dated August 14, 2026, has inter alia given the following comment(s) on the draft scheme of arrangement: a) The Companies shall ensure that it discloses all details of ongoing adjudication & recovery proceedings, prosecution initiated and all other enforcement action taken, if any, against the Company, its promoters and directors, before Hon’ble NCLT and shareholders, while seeking approval of the scheme. b) The Companies shall ensure that additional information, if any, submitted by the Company after filing the scheme with the stock exchange, from the date of receipt of this letter, is displayed on the websites of the listed company. c) The Companies shall ensure compliance with the SEBI circulars issued from time to time. d) The Companies involved in the Scheme shall duly comply with various provisions of the Circular and ensure that all the liabilities of Transferor Company are transferred to the Transferee Company. e) The Companies shall ensure that the information pertaining to all the Unlisted Companies involved, if any, in the scheme shall be included in the format specified for abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seeking approval. f) The Companies shall ensure that the financials in the scheme including financials considered for valuation report are not for period more than 6 months old. This Document is Digitally Signed Signer: SAILI MOHAN KAMBLE Date: Fri, Aug 14, 2026 16:11:01 IST Location: NSE Continuation Sheet Ref: NSE/LIST/54490/54486 August 14, 2026 g) The Companies shall ensure that the details of the proposed scheme under consideration as provided by the Company to the Stock Exchange shall be prominently disclosed in the notice sent to the Shareholders. h) The Companies shall ensure to disclose the following as a part of explanatory statement or notice or proposal accompanying resolution to be passed to be forwarded by the company to the shareholders while seeking approval u/s 230 to 232 of the Companies Act 2013 – i. Impact of scheme on revenue generating capacity of Transferee Company. ii. Need and Rationale of the scheme, Synergies of business of the companies involved in the scheme, Impact of the scheme on the shareholders and cost benefit analysis of the scheme. iii. Value of assets and liabilities of Transferor Company that are being transferred to Transferee Company iv. Valuation Report and Addendum/clarification to the Valuation Report (if any) issued by Registered Valuer. v. Details of Revenue, PAT and EBIDTA of all the companies involved in the Scheme for last 3 years along with Audited financials for the last three years of all the entities involved in the scheme vi. The scheme shall be acted upon only if the votes cast by the public shareholders in favor of the proposal are more than the number of votes cast by the public shareholders against it. vii. No Objection Certificates (NOCs) from the lending scheduled commercial banks/financial institutions/debenture trustees, from not less than 75% of the secured creditors. viii. Undertaking with respect to the association of the promoter and promoter group of the entities involved in the scheme with the public shareholders. ix. Conditions imposed by lenders, if any, may be disclosed to the public shareholders along with the impact of same on the scheme. x. Latest financials of entities involved in the scheme not older than 6 months from the date of NOC of Stock Exchange should be updated on the Website and same also to be disclosed in the explanatory statement. xi. Details of shareholders of Transferor/ demerged companies and their classification as Promoters and Public shareholders in Transferee Company, post scheme: Name of the Shares Share Shares being Classification in Detailed shareholder held in Exchange allotted in VTL. VTL post scheme Justification for BCL Ratio (If not, reasons (Promoter/Public) classification for the same) Promoter and Promoter group Public Shareholders xii. Pre and Post scheme shareholding of transferor and transferee companies as on the date of notice of Shareholders meeting along with rationale for changes, if any, occurred between filing of Draft Scheme to Notice to shareholders. This Document is Digitally Signed Signer: SAILI MOHAN KAMBLE Date: Fri, Aug 14, 2026 16:11:01 IST Location: NSE Non-Confidential Continuation Sheet Ref: NSE/LIST/54490/54486 August 14, 2026 xiii. Disclose all pending actions against the entities involved in the scheme its promoters/directors/KMPs and possible impact of the same on the Transferee Company to t [Showing first 8,000 characters — download PDF for full document]