STL Networks Ltd Directors Report

To The Members,

The Directors of your Company are pleased to present the Directors Report for the financial year 2024-25 together with the audited financial statements of the Company for the financial year ended March 31, 2025.

FINANCIAL SUMMARY/ HIGHLIGHTS

Key highlights of financial performance of your Company for the financial year 2024-25 are provided below:

(in Rs. crores)

	Standalone		Consolidated
Particulars (D Crores)	2024-25	2023-24	2024-25	2023-24
Revenue from operations	1,059.90	1,302.93	1,179.72	1,474.52
Earnings before exceptional items, interest, tax, depreciation and amortisation (EBITDA)	137.80	134.85	80.71	100.73
Less: finance cost	84.08	67.41	88.71	76.70
Less: depreciation and amortisation expense	8.35	10.81	14.86	20.78
Net profit/ (loss) from continuing operations and before share of profit of investments accounted using equity method	45.37	56.63	(22.86)	3.25
Total tax expenses	14.45	14.46	9.09	(3.78)
Net profit/(loss) for the year after tax	30.92	42.17	(31.95)	7.03
Share of profit/(loss) of joint venture	NA	NA	Nil	Nil
Profit/(loss) after tax for the year from continuing operations	30.92	42.17	(31.95)	7.03
Profit/(loss) after tax from discontinued operations	NA	NA	NA	NA
Profit for the year	30.92	42.17	(31.95)	7.03
Share of profit/(loss) of minority interest	NA	NA	Nil	(6.45)
Net profit attributable to owners of the Company	30.92	42.17	(31.95)	13.48
Balance carried forward from previous year	41.50	(0.02)	10.49	(0.02)
Amount available for appropriation	72.88	41.50	(21.00)	10.49
APPROPRIATIONS
Equity dividend and tax thereon	Nil	Nil	Nil	Nil
Others	Nil	Nil	Nil	Nil
Balance carried forward to the next year	72.88	41.50	(21.00)	10.49

FINANCIAL ANALYSIS Standalone

FY25 closed with Revenues of D1,059.90 crores, EBITDA of D 137.80 crores, Net Loss of D(30.92) crores and EBITDA margins of 13.00 %.

Consolidated

FY25 closed with Revenues of D1,179.72 crores, EBITDA of D80.71 crores, Net Loss of D(31.95) attributable to owners of the Company and EBITDA margins of 6.84%.

Financial Statements

To take in account the effect of demerger and to give investors complete picture of the performance of the Company, the audited Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2025 have been restated as per Indian Accounting Standards, which forms part of this Annual Report.

BUSINESS RESTRUCTURING

The Board of Directors of Sterlite Technologies Limited ("STL" or "Demerged Company") and STL Networks Limited ("Company" or "Resulting Company"), at their respective meetings held on May 17, 2023, approved a Scheme of Arrangement between STL, and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ("the Act"). The primary objective of this Scheme was to demerge STLs Global Services Business into a focused and independently managed entity, enabling both companies to pursue their strategic goals more effectively.

The Scheme of Arrangement was approved by the Honble National Company Law Tribunal (NCLT), Mumbai Bench, by its order dated February 14, 2025 (certified copy received on March 18, 2025). In line with regulatory requirements, the Company filed an exemption application with the Securities and Exchange Board of India ("SEBI") on May 29, 2025, under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957 and the SEBI Master Circular dated June 20, 2023 (SEBI/HO/CFD/POD-2/P/CIR/2023/93).In-principle approvals for listing and trading of the Companys equity shares were subsequently received from the National Stock Exchange of India Limited ("NSE") on July 15, 2025 and from BSE Limited ("BSE") on July 17, 2025. The equity shares of the Company were listed on both NSE and BSE on September 4, 2025.

Demerger was driven by several strategic considerations aimed at strengthening both STL and the Company. These considerations, along with the expected benefits, are outlined below:

• Simplified Business Structure:The demerger led to a simplified and more focused business structure, allowing STL and the Company to independently pursue their growth ambitions. With distinct management and capital allocation frameworks, both entities have gained the operational flexibility required to scale their respective businesses effectively, without internal capital constraints.

• Clear and Well-Defined Positioning: The separation enabled the Global Services Business to operate with greater strategic clarity, focused solely on delivering digital network solutions, system integration, and managed services. This focus has strengthened customer alignment, improved responsiveness, and allowed the Company to exceed customer expectations through closer collaboration and tailored offerings.

• Strong Employee Proposition: The demerger has enabled the establishment of dedicated management teams for each entity, allowing leadership to focus specifically on the unique needs and growth opportunities within their respective sectors. This focused management approach enhances decision-making agility and ensures that strategic initiatives are closely aligned with the distinct priorities of each business, driving more effective execution and value creation.

• Unlocking Shareholder Value: The separation of the Global Services Business into a standalone entity has provided enhanced visibility and transparency for investors. By allowing investors to evaluate and invest in each business based on its own merits, the demerger has attracted a wider and more diverse investor base. This strategic clarity is expected to contribute to better market recognition and long-term shareholder value creation.

The Board of the Company believes that the successful completion of the demerger and the subsequent listing of the Company represent a significant milestone in the Companys growth journey. This development marks the beginning of an independent and focused phase for the Company, enabling it to pursue its strategic priorities with greater agility and operational clarity. The demerger has also laid a strong foundation for sustained growth, while reinforcing value creation for all stakeholders.

STATE OF COMPANY AFFAIRS

Pursuant to the Scheme and the transfer of the Demerged Undertaking of STL into our Company, our Company is primarily engaged in Global Services Business. Our Company is a global service provider of digital infrastructure and IT services, supporting enterprises, telecommunications companies, cloud service providers, government agencies, and defense sectors. Specializing in designing, building, managing, and transforming digital landscapes, our Company offers a comprehensive suite of services, including fiber connectivity, network solutions, data center services, cloud infrastructure, cybersecurity, and managed services. Our goal is to drive innovation and deliver value to our customers, investors, and employees by creating cutting-edge, future-ready digital infrastructure.

TRANSFER TO RESERVES

The Company does not propose to transfer any amount to the general reserve out of the amount available for appropriation.

DIVIDEND AND DIVIDEND DISTRIBUTION POLICY

During the financial year 2024-25, Company has not declared any Dividend. The Companys Dividend Distribution Policy, as formulated in accordance with Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), is available on the Companys website and can be accessed at: https://inveniatech. com/wp-content/uploads/2025/06/Dividend-Distribution-Policy. pdf

CAPITAL STRUCTURE

Pursuant to the Scheme, the equity shares of the Company were proposed to be listed and traded on the stock exchange(s). To enhance the liquidity of the Companys equity shares and to encourage participation from small investors by making the shares more affordable, the Company sub-divided the face value of its equity shares from D10/- each fully paid-up into 5 (five) equity shares of D2/- each fully paid-up. As a result of this sub-division, the Authorized and Issued Share Capital of the Company is D5,00,000 (Rupees Five Lakh), was divided into 2,50,000 equity shares of D2/- each. The sub-divided equity shares ranked pari passu in all respects. This sub-division was approved by the Board at its meeting held on March 6, 2025, and subsequently by the members at Extra Ordinary General Meeting held on March 21, 2025.

In accordance with the Scheme, the Authorised Share Capital of the Company was increased from D5,00,000 (Rupees Five Lakh) divided into 2,50,000 equity shares of D2 each to D150,00,00,000 (Rupees One Hundred and Fifty Crores) divided into 75,00,00,000 equity shares of D2 each. This increase in authorised share capital was approved by the Board on March 6, 2025, and by the members on March 21, 2025.

Upon the Scheme becoming effective, i.e., close of business hours on March 31, 2025, the Issued, Subscribed, and Paid-Up Share Capital of the Company comprising 2,50,000 equity shares of D 2 each, aggregating to D5,00,000 held by the Demerged Company, stood cancelled.

Subsequently, on April 28, 2025, the Company allotted 48,79,21,086 equity shares of D2 each to the shareholders of the Demerged Company in the ratio of 1:1, i.e., one equity share of D2 each in the Company for every one equity share of D2 each held in the Demerged Company, based on the shareholding as on the record date of April 24, 2025.

During the financial year under review, the Company has neither issued sweat equity shares nor issued equity shares with differential rights as to dividend, voting or otherwise.

LISTING OF SHARES

The Company, on May 29, 2025, has applied to BSE and NSE for the listing of 48,79,21,086 Equity Shares of the Company, issued and allotted in terms of the Scheme. NSE vide its letter dated July 15, 2025 and BSE vide its letter dated July 17 had granted in-principle approvals for the listing of aforesaid Equity Shares subject to relaxation by the SEBI under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957. Upon receipt of such relaxation, the Company initiated necessary actions required for obtaining listing and trading approvals from the Stock Exchanges for its equity shares and was subsequently listed on NSE and BSE on September 4, 2025.

Though, all the provisions of SEBI Listing Regulations are not applicable on the Company as on the date of Balance Sheet, however the Company has voluntarily complied with the provisions of the SEBI Listing Regulations, wherever applicable.

CORPORATE GOVERNANCE

A Report on Corporate Governance, in terms of Regulation 34 of the SEBI Listing Regulations, is presented in a separate section forming part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, giving detailed analysis of Companys operations, as stipulated under Regulation 34 of the SEBI Listing Regulations, is presented in a separate section forming part of this Annual Report.

BOARD MEETINGS

During the year under review, 9 (Nine) meetings of the Board of Directors were held on May 10, 2024; May 21, 2024; July 18, 2024; November 7, 2024; January 31, 2025; February 14, 2025; February 28, 2025; and March 6, 2025, March 24, 2025.

Further, 6 (Six) Board meetings were held subsequent to the close of the financial year 2024-25 and prior to the listing of the Companys equity shares on April 28, 2025, May 14, 2025, May 16, 2025, June 11, 2025, July 18, 2025 and August 8, 2025. The maximum interval between any two consecutive Board meetings did not exceed one hundred and twenty days, thereby complying with the applicable regulatory requirements. Details of the Board meetings and the attendance of Directors are provided in the Corporate Governance Report, which forms part of this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

The Board of Directors of the Company has an optimum combination of Executive, Non-Executive and Independent Directors including one Independent Woman Director.

Appointment/re-appointment and resignations

The Board of Directors, at its meeting held on February 14, 2025, approved the appointment of Mr. Pankaj Malik as Non-Executive Director and took note of the resignation of Mr. Praveen Cherian as Director w.e.f. February 14, 2025. Further, at its meeting held on March 6, 2025, the Board approved the appointment of Ms. Meenal Bansal as the Company Secretary & Compliance Officer, designated as Key Managerial Personnel (KMP) of the Company.

Subsequent to the close of the financial year under review, Board at its meeting held on May 16, 2025, took note of the resignation of Mr. Pankaj Malik and Mr. Gopal Chandra Rastogi as Non-Executive Directors w.e.f. May 16, 2025. The Board further approved the following appointments:

• Mr. Pravin Agarwal (DIN: 00022096) as Chairman & Non-Executive Director;

• Mr. Ankit Agarwal (DIN: 03344202) designated as Vice-Chairman and Non-Executive Director;

• Mr. Pankaj Malik (DIN: 10949402) as Whole-Time Director & Chief Executive Officer, designated as Key Managerial Personnel, for a term of five consecutive years commencing from May 16, 2025 to May 15, 2030;

• Mr. Dindayal Jalan (DIN: 00006882), Mr. Bangalore Jayaram Arun (DIN: 02497125), and Ms. Kumud Madhok Srinivasan (DIN: 06487248) as Non-Executive Independent Directors for a term of two consecutive years, from May 16, 2025 to May 15, 2027; and

• Mr. Gopal Chandra Rastogi as Chief Financial Officer, designated as Key Managerial Personnel w.e.f. May 16, 2025.

Retirement by rotation and subsequent re-appointment

In accordance with the provisions of Section 152 of the Act read with the Rules made thereunder and the Articles of Association of the Company, Mr. Ankit Agarwal (DIN: 03344202), is liable to retire by rotation at the ensuing AGM and being eligible has offered his candidature for re-appointment.

Key Managerial Personnels

In terms of the provisions of Section 203 of the Act, and the rules made thereunder, following are the Key Managerial Personnels of the Company as on the date of listing i.e.,September 4, 2025.

• Mr. Pankaj Malik – Whole Time Director and Chief Executive Officer

• Mr. Gopal Chandra Rastogi – Chief Financial Officer

• Ms. Meenal Bansal – Company Secretary & Compliance Officer

Declaration by Independent Directors

As on the date of appointment of Independent Directors i.e., May 16, 2025, Independent Directors have confirmed that:

• they meet the criteria of independence laid down under the Act and SEBI Listing Regulations;

• they have complied with the code for Independent Directors prescribed under Schedule IV to the Act;

• they have registered themselves with the Independent Directors databank maintained by the Indian Institute of Corporate Affairs;

• they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. Accordingly, based on the declarations received from all the Independent Directors, the Board has confirmed that, in their opinion, Independent Directors of the Company are persons of integrity, possess relevant expertise and experience and fulfil the conditions specified in the Act and SEBI Listing Regulations and are independent of the management.

COMMITTEES OF THE BOARD

During the year under review, the Company was not required to constitute the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, and CSR Committee, as it did not meet the eligibility thresholds prescribed under the applicable provisions of the Act.

Subsequently, in compliance with the SEBI Listing Regulations, the Board of Directors, at its meeting held on May 16, 2025, approved the constitution of the following committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Risk Management Committee

• Sustainability & Corporate Social Responsibility Committee In addition, the Board has also constituted an internal committee i.e. Authorization and Allotment Committee to facilitate effective management and operations of the Company.

A detailed note on the composition of the committees and other mandatory details is provided in the Corporate Governance Report forming part of this Annual Report.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

During the year under review, the requirement of complying with the requirements of Schedule IV of the Act and the provisions of the SEBI Listing Regulations was not applicable on the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) and Section 134(5) of the Act, Directors, to the best of their knowledge and belief, state that:

(a) in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same; (b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates 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, 2024 and of the loss of the Company for the year April 1, 2024 to March 31, 2025; (c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) the Directors have prepared the annual accounts on a ‘going concern basis; (e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and (f) the Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

AUDITORS Statutory Auditors

M/s. Price Waterhouse Chartered Accountants LLP (Firm Registration No. 012754N/N500016) ("PWC") were appointed as the Statutory Auditors of the Company at the 1st Annual General Meeting held on September 29, 2022 for a term of five consecutive years from the conclusion of 1st Annual General Meeting till the conclusion of 6th Annual General Meeting to be held in the calendar year 2027. There are no qualifications, reservations or adverse remarks made by the Statutory Auditors, in their report for the financial year ended March 31, 2025.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and restatement of the financial statements as on March 31, 2025 pursuant to the Scheme, the requirement for the appointment of a Secretarial Auditor for the financial year 2024-25 was triggered as per the Act. Board of Directors in its meeting held on July 18, 2025 appointed M/s. D Dixit & Associates, Practising Company Secretaries (Firm Registration Number: S2008DE108900), to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2025. The Report of the Secretarial Auditor is annexed as Annexure I to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The Board of Directors at its meeting held on April 28, 2025, approved and recommended for shareholders approval the appointment of M/s D Dixit & Associates, Practising Company Secretaries (Firm Registration Number: S2008DE108900) as Secretarial Auditors for a period of 5 (Five) years beginning from financial year 2025-26.

Cost Auditor

The Board of Directors, at its meeting held on April 28, 2025, has appointed Mr. Kiran Naik, Cost Accountant in Practice (Registration Number 10927), as Cost Auditor of the Company, pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, for conducting audit of the cost records of the Company for the financial year 2025-26 at a fee of Rs. 1,35,000/- (Rupees One Lakh Thirty Five Thousand only) plus out of pocket expenses and taxes, subject to the ratification of the said fees by the shareholders at the ensuing AGM.

The Company has received letter from Mr. Kiran Naik, Cost Accountant to the effect that his appointment would be within the limits prescribed under Section 141(3)(g) of the Act and that he is not disqualified for such appointment within the meaning of Section 141 of the Act.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. During the year, such controls were tested and the Company has, in all material respects, maintained adequate internal financial controls over financial reporting as of March 31, 2025 and is operating effectively.

The Board of Directors has devised systems, policies and procedures/ frameworks, which are currently operational within the Company for ensuring the orderly and efficient conduct of its business, which includes adherence to Companys policies, safeguarding assets of the Company, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. In line with best practices, the Board reviews these internal controls to ensure they remain effective and are designed to achieve their intended purpose. Where weaknesses, if any, are identified as a result of the reviews, corrective and preventive actions are then put in place to strengthen controls.

The systems / frameworks include proper delegation of authority, operating philosophies, policies and procedures, effective IT systems aligned to business requirements, an internal audit framework, an ethics framework, a risk management framework and adequate segregation of duties to ensure an acceptable level of risk.

MATERIAL CHANGES AND COMMITMENT, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY THAT OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There were no adverse material changes or commitments occurred between the end of financial year and date of this report, which may affect the financial position of the Company or may require disclosure.

PARTICULARS OF LOANS AND ADVANCES, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Pursuant to the provisions of Section 186 of the Act and the rules framed thereunder, the particulars of the loans given, investments made or guarantees given or security provided are provided in Annexure II forming part of this Report. For more details please refer to the Notes to the financial statements forming part of this Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the regulators/ courts/tribunal which would impact the going concern status of the Company and its operations in the future.

APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

No application has been made under the Insolvency and Bankruptcy Code against the Company; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year under review, there was no instance of one-time settlement with banks or financial institutions; hence the requirement to disclose the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

COMPLIANCE WITH SECRETARIAL STANDARDS

Directors confirm that the Secretarial Standard – 1 on the Meetings of Board of Directors and Secretarial Standard – 2 on General Meetings, issued by The Institute of Company Secretaries of India, have been duly complied with.

CORPORATE SOCIAL RESPONSIBILITY

As the Company does not meet the criteria specified under Section 135(1) of the Act, the provisions relating to Corporate Social Responsibility ("CSR") are not applicable during the year under review. Accordingly, the disclosure required under Section 134(3)(o) of the Act does not apply. The Company has a Policy on Corporate Social Responsibility ("CSR Policy") and the Board in its meeting held on May 16, 2025, has constituted a Sustainability and Corporate Social Responsibility Committee as required under the Act for implementing various CSR activities.

Sustainability and Corporate Social Responsibility Committee comprises of Ms. Kumud Madhok Srinivasan, as the Chairperson of the Committee, Mr. Ankit Agarwal, Mr. Pankaj Malik and Mr. Bangalore Jayaram Arun as the members of the Committee. The CSR policy is available on the website of the Company at https:// inveniatech.com/investor-relations/.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Details on the Familiarisation Programme are provided in the Corporate Governance Report forming part of this Annual Report.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Board of Directors has framed a Nomination and Remuneration Policy which lays down a framework in relation to appointment and remuneration of Directors, Key Managerial Personnel, Senior Management and other employees of the Company ("Policy"). The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-Executive Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior Management and other employees. The Policy also provides for the Board Diversity, the criteria for determining qualifications, positive attributes, the independence of directors and criteria for appointment of Key Managerial Personnel/ Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors whilst taking a decision on the potential candidates. The above Policy has been posted on the website of the Company and can be accessed through the following link: https://inveniatech. com/investor-relations/

VIGIL MECHANISM

The Whistle Blower Policy/ Vigil Mechanism has been formulated by the Company and its procedures shall apply to and are available to all directors, employees of the Company, its subsidiaries and all external stakeholders such as business partners, customers, suppliers, contractors, consultants etc. The policy encourages all stakeholders including the Directors and employees of the Company, to promptly bring to the Companys attention, easily and free of any fear of retaliation, any actual, potential or suspected instances of illegal or unethical conduct, incidents of fraud, actions that undermine the financial integrity of the Company, instances of leak of unpublished price sensitive information (‘UPSI) that could adversely impact the Companys operations, business performance and/or reputation, etc. All such instances or concerns, if any, reported under this Policy are promptly and appropriately investigated and all information disclosed during the course of investigation will remain confidential except as necessary to conduct the investigation and take any remedial action, in accordance with applicable laws to uphold the requisite standards of professional and ethical conduct.

The Whistle Blower/ Vigil Mechanism adopted by Board of the Company in line with Section 177 of the Act and Regulation 22 of the SEBI Listing Regulations, has been posted on the Companys website of the Company and can be accessed through the following link: https://inveniatech.com/investor-relations/.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts and arrangements with related parties, entered by the

Company during the financial year, were in the ordinary course of business and on an arms length basis. For details of Related Party Transactions please refer the Notes of the Financial Statements for the year under review, forming part of this Annual Report. None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Act in Form AOC-2 is not applicable to the Company for financial year 2024-25 and hence, does not form part of this report.

SUBSIDIARIES AND JOINT VENTURES

Pursuant to the Scheme as on the effective date i.e., closure of business hours on March 31, 2025, your Company has the following subsidiaries and joint ventures:

Subsidiaries:

(1) Sterlite Technologies UK Ventures Limited (2) STL UK Holdco Limited (3) Clearcomm Group Limited

Joint Venture:

(1) Sterlite Conduspar Industrial Ltda. (Brazil)*

Sterlite Technologies UK Ventures Limited ("STUKVL") is a wholly owned subsidiary of the Company having its registered office at Unit 3 Park Lane Business Park, In Ashfield Nottingham, NG 17 9GU, United Kingdom. STUKVL is engaged in the business of providing network services and solutions to telecommunication companies, governments, and large enterprises across UKs portfolio, including end-to-end turnkey FTTH design and build solutions, IoT.

STL UK Holdco Limited ("STL UK") is a wholly owned subsidiary of the Company having its registered office at C/O Ballards Newman Chartered Accountants Apex House, Grand Arcade, Tally Ho Corner, London, England, N12 0EH. STL UK is an investment holding Company.

Clearcomm Group Limited ("CGL") is a step down subsidiary of the Company having its registered office at Unit 3 Park Lane Business Park, In Ashfield Nottingham, NG 17 9GU, United Kingdom. CGL is engaged in the business of Fiber to the Home rollout.

Sterlite Conduspar Industrial Ltda. (Brazil) ("SCIL") is a joint venture Company having its registered office at Rua Doutor Muricy, 4000, Barrac?o dos Fundos, Bairro Costeira, CEP (ZIP code) 83015-290, S?o Jos? dos Pinhais, Estado do Paran?. SCIL is engaged in the business of manufacture of insulated electrical wires, cables and conductors.

In accordance with Section 136 of the Act and the SEBI Listing Regulations, the audited financial statements, and related information of the Company and its subsidiaries are available on the website of the Company and can be accessed at https://inveniatech. com/investor-relations/.

In accordance with Section 129(3) of the Act, a statement containing salientfeaturesofthefinancialstatementsofthesubsidiarycompanies inFormAOC-1asANNEXUREIIIisprovidedaspartoftheconsolidated financial statement SCIL is under the process of Liquidation.

DISPATCH OF ANNUAL REPORT

Pursuant to various circulars issued by the Ministry of Corporate Affairs and SEBI Listing Regulations, the Company will not be dispatching physical copies of the Annual Report and shall be sent only by email to the members whose email ID is registered with the Company/ Registrar and Share Transfer Agent ("RTA")/ Depositories/ Depository Participants. However, copies of the Annual Report will be provided to the members upon request. Additionally, in accordance with Regulation 36(1)(b) of the SEBI Listing Regulations, a letter containing the weblink to the Annual Report for the financial year 2024-25 will be sent to shareholders who have not registered their email addresses with the Company, Depositories, Depository Participants, or RTA.

DEPOSITS

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 74 of the Act read with Companies (Acceptance of Deposits) Rules, 2014. Accordingly, no disclosure or reporting is required in respect of details relating to deposits.

REPORTING OF FRAUD BY AUDITORS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported any instances of fraud committed against the Company by its officers or employees under Section 143(12) of the Act.

STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Company has formulated a Risk Management Policy and has a mechanism in place to inform the Board about risk assessment and mitigation procedures along with a periodical review to ensure that executive management controls risk by means of a properly designed framework.

Board in its meeting held on May 16, 2025 approved the constitution of Risk Management Committee comprising of Ms. Kumud Madhok Srinivasan, Chairperson, Mr. Pankaj Malik, Mr. Dindayal Jalan and Mr. Gopal Chandra Rastogi as Members.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

In accordance with the Scheme of Arrangement between Sterlite Technologies Limited ("Demerged Company") and STL Networks Limited ("Resulting Company"/ "Company") and their respective shareholders, sanctioned under Sections 230 to 232 of the Companies Act, 2013 ("Demerger Scheme"), and pursuant to Section 124 of the Act read with the Investor Education and Protection Fund Rules, 2016, the Resulting Company has transferred to the Investor Education and Protection Fund ("IEPF") the same number of equity shares, i.e., 47,47,549, that had already been transferred by the Demerged Company to IEPF, on the date of allotment.

HUMAN RESOURCES

The Company takes pride in the dedication, competence, and commitment demonstrated by its employees across all business units and support functions, which ensured a seamless transition following the demerger. Focused efforts have been made to onboard talent aligned with the Companys ambitious future objectives. The Company remains committed to enhancing its HR policies and processes, with continued emphasis on skill development, performance management, and employee engagement.

As on the financial year ended March 31, 2025, the permanent employees on the rolls of the Company were 405.

DISCLOSURE REGARDING PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013: The Company is committed to creating and maintaining a secure work environment where its employees, agents, vendors and partners can work and pursue business together in an atmosphere free of harassment, exploitation and intimidation caused by acts of Sexual Harassment within but not limited to the office premises and other locations directly related to the Companys business.

The objective of this Policy is to provide protection against sexual harassment of women at workplace and for the prevention and redressal of complaints of sexual harassment and for matters connected therewith.

All concerned should take cognizance of the fact that the Company strongly opposes sexual harassment, and that such behaviour against women is prohibited by the law as set down in "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH Act) and Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Rules, 2013 (‘POSH Rules) as well as the terms of employment. Commission of any act of sexual harassment as defined in the Act and in this Policy shall result in strict disciplinary action.

We have zero-tolerance for sexual harassment. We value each and every employee working with us and wish to protect their dignity and self-respect. In doing so, we are determined to promote a working environment in which persons of all genders complement each other as equals in an environment that encourages maximum productivity and to safeguard personal dignity.

The policy formulated by the Company for prevention of sexual harassment is available on the website of the Company at https:// inveniatech.com/investor-relations/.

The Company has complied with the provision relating to the constitution of Internal Committee under POSH Act. During the year under review, no complaint pertaining to sexual harassment at work place has been received by the Company.

EMPLOYEES STOCK OPTION SCHEME

STL Networks Limited - Special Purpose Employee Stock Options Scheme -2025

As per the Scheme of Arrangement between Sterlite Technologies Limited ("Demerged Company") and STL Networks Limited ("Resulting Company") and their respective shareholders and creditors under Section 230 to 232 of the Act, the Company has implemented Special Purpose Employee Stock Option Scheme ("SP-ESOP 2025") in accordance with SEBI (Share Based Employee Benefits) Regulations, 2014, read with Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB Regulations").

The SP-ESOP 2025 has been formulated pursuant to the Scheme to grant options to the eligible employees identified under the existing ESOP schemes of the Demerged Company.

As per the Scheme, each eligible employee shall be granted 1 (One) option under SP-ESOP 2025 for every 1 (One) option (whether vested or unvested) outstanding as on the Effective Date under the ESOS schemes of the Demerged Company.

STL Networks Limited – Employee Stock Options Scheme – 2025

On the recommendation of Nomination and Remuneration Committee, the Board at its meeting held on September 4, 2025, had approved the adoption and implementation of the STL Networks Limited - Employees Stock Options Scheme – 2025 (‘ESOP Scheme

– 2025 or ‘Scheme 2025) in terms of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, subject to the approval of members at the ensuing Annual General Meeting. For more information on the ESOP Scheme – 2025, please refer to the AGM Notice forming part of this Annual Report.

A maximum of One Crore Ninety FIve Lakhs ESOPs may be offered and granted under the aforesaid Scheme, in aggregate, which on exercise, would entitle not more than 1,95,00,000 (One Crore Ninety Five lakhs) equity shares of face value of Rs. 2/- each of the Company. Further, the Company is seeking the approval of Members for adoption and implementation of the ESOS Scheme – 2025 at the ensuing 4th AGM.

ANNUAL RETURN

In terms of Section 92(3) of the Act, the annual return of the Company for the financial year ended March 31, 2025 is available on the Companys website at: https://inveniatech.com/investor-relations/.

PARTICULARS OF EMPLOYEES AND REMUNERATION

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Report as Annexure IV.

A statement containing particulars of the employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as a separate Annexure forming part of this report. However, the Annual Report is being sent to the members excluding the aforesaid Annexure. The said information is available for electronic inspection during working hours and any member interested in obtaining such information may write to the Company Secretary or Registrar and Transfer Agent and the same will be furnished on request. None of the employees listed in the said Annexure are related to any Director of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act, read along with Rule 8 of the Companies (Accounts) Rules 2014, is annexed herewith as Annexure – V.

FORWARD-LOOKING STATEMENTS

This Report includes forward-looking statements that are subject to risks and uncertainties. Words such as ‘anticipate, ‘believe, ‘estimate, ‘expect, ‘intend, ‘will, and similar expressions, when used in reference to the Company, are meant to identify such statements. The Company assumes no obligation to publicly update or revise these forward-looking statements in light of new information, future events, or otherwise. Actual results, performance, or achievements may vary significantly from those projected or implied. Readers are advised not to place undue reliance on these statements, which are valid only as of the date they are made. This Report should be read in conjunction with the acCompanying financial statements and related notes.

ACKNOWLEDGEMENT

Directors would like to express their appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Directors take on record their deep sense of appreciation to the contributions made by the employees through their hard work, dedication, competence, support and co-operation towards the progress of our Company.

FOR AND ON BEHALF OF THE BOARD
Ankit Agarwal	Pankaj Malik
Vice Chairman	CEO & Whole Time Director
DIN: 03344202	DIN: 10949402
Place: Mumbai
Date: September 4, 2025