The Directors are pleased to present the Annual Report for the Financial Year 2025-26 (FY2026) together
with the audited financial statements of the Company for the financial year (“FY”) ended March 31, 2026.

FINANCIAL SUMMARY/ HIGHLIGHTS

The financial results of the Company are elaborated in the report on Management Discussion and Analysis.
Given below are the financial highlights.

The Consolidated and Standalone Financial Results are uploaded on the websites of the stock exchanges,
where equity shares of the Company are listed and on the website of the Company which can be accessed
at the weblinks:

https://stl.tech/download/ https://www.nseindia.com/ https://www.bseindia.com/

PERFORMANCE

Standalone

FY2026 closed with Revenues of ? 2,446 crores, EBITDA of ? 332 crores, Net Profit of ? 2 crores and
EBITDA margins of 14%.

Consolidated

FY2026 closed with Revenues of ? 4,745 crores, EBITDA of ? 628 crores, Net Profit attributable to owners
of the Company ? 56 crores and EBITDA margins of 13%.

OPERATIONS

STL is a trusted name in the industry with a strong
global presence spanning three continents and
serving customers across 100 countries. Our expert
offerings in Optical cable, Optical Connectivity, Data
Centres, and Digital and Technology solutions have
won us the trust of leading names in telecom, cloud,
and large enterprises.

In the US, STL's fibre optic and connectivity
solutions are helping the country build ubiquitous
broadband networks. STL has strengthened its
presence with an advanced manufacturing facility in
South Carolina. In the UK, STL has been front and
centre of the UK's digital transformation journey for
over 10 years. We are serving the optical and
network build needs of our UK-based customers
with design innovation and co-creation and shorter
lead times.

In Europe, STL is driving design innovation in the
optical network space to support national
connectivity programs and help build ubiquitous
broadband, FTTx, and 5G networks. Through its
advanced Optical Fibre cable (OFC) and Optical
Connectivity facilities in Italy, STL has helped in
meeting the fibre demand and expedited fibre
rollouts across the European region. The company's
optical solutions are helping accelerate 5G
connectivity and smart living in the Middle East, and
are driving digital inclusion in Africa. STL integrates
R&D and product development for the region. STL
started its journey in Australia in 2020 when it
became the trusted optical partner for the second
largest telecom operator in Australia. Since then, it
has been an integral part of the region's digital
transformation journey.

STL has also completed 15 years of operations in
Haimen, China. To date, our China plant has filed 84
patents and been granted 69 certificates, including
19 invention patents.

Highlights of the Company's operations and state of
affairs for the FY2026 are included in the
Management Discussion and Analysis Report, which
forms part of this Annual Report.

DIVIDEND AND DIVIDEND
DISTRIBUTION POLICY

The Board of Directors of your Company (“Board”),
considering the inadequacy of profits in FY 2626
and keeping in view the Company's Dividend
Distribution Policy, has decided that it would be
prudent not to recommend any dividend for the
year under review.

The Dividend Distribution Policy of the Company, in
terms of Regulation 43A of the Securities and
Exchange Control Board of India (SEBI) (Listing
Obligations and Disclosure Requirements),
Regulations, 2015 ('Listing Regulations'), is
available on the website of the Company at
https://www.stl.tech/Code-of-Conduct-and-Policie
s.html The dividend recommended is in accordance
with the principles and criteria as set out in the
dividend distribution policy.

SHARE CAPITAL

The paid-up equity share capital as on March 31,
2026 was ? 97.6 crores. The Company had raised
funds by way of issue of fully convertible
4,53,00,000 warrants each at a price of ? 110
(Rupees Hundred and Ten only) (including the
warrant subscription price and exercise price)
payable in cash aggregating up to ? 498,30,00,000
(Rupees Four Hundred and Ninety Eight Crores and
Thirty Lakhs only) by way of preferential issue to
Twin Star Overseas Limited pursuant to the
shareholders' approval vide special resolution at
the Extra-ordinary General Meeting held on March
4, 2026. The Company has allotted 4,53,00,000
warrants on March 30, 2026 and received the
warrant Subscription amount of ? 1,24,57,50,000

i.e. 25% of the Warrants Issue Price.

The subscription amount has been fully utilized as
per the objects specified in the offer document.

Further, Twin Star Overseas Limited will be
required to make payment of ? 373,72,50,000 i.e.
75% of the Warrants Issue Price at the time of
exercise of the right attached to Warrant(s) to
subscribe to equity share(s).

Aforesaid Warrants may be exercised in one or
more tranches during the period commencing from
the date of allotment of the Warrants until expiry of
18 (Eighteen) months.

During the year under review, the Company has not
issued any equity shares with differential rights as
to dividend, voting or otherwise.

CORPORATE GOVERNANCE

A Report on Corporate Governance, in terms of
Regulation 34 of the Listing Regulations, along with
a Certificate from Practicing Company Secretary,
certifying compliance of conditions of Corporate
Governance enumerated in the Listing Regulations,
is presented in a separate section forming part of
this Annual Report.

MA NAGEMENNDISCUSSIONAN D
anaoysIS RENORT

Management Di scussion and Analysis Report for
the year under review, giving detailed analysis of
Company's operahons, as stipatated under
Reguiation 34 of the Listing Regulations, ⁱs
presented in a se parate section forming p>a rt of this
AnnualReport.

BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT (BRSR)

In compliance with Regulation 34(2)(f) of the
Listing Regulations, the Company has included a
separate section on Business Responsibility and
Sustainability as a part of this Annual Report.

MATERIAL CHANGES AND COMMITMENTS,IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY

There were no material changes or commitments,
except for the demerger of the global services
business of the Company 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.

BOARD MEETINGS

A calendar of Meetings is prepared and circulated
in advance to the Directors. During FY 2026, five
meetings of the Board of Directors were held on
May 16, 2025; July 25, 2025; November 6, 2025;
January 23, 2026 and February 7, 2026. The
maximum time-gap between any two consecutive
meetings did not exceed one hundred and twenty
days.

COMPOSITION OF AUDIT COMMITTEE

The Audit Committee of the Board comprises of
Mr. S Krishnan- Chairman (effective January 14,
2026), Mr. Bangalore Jayaram Arun- Member, Ms.
Amrita Gangotra- Member and Mr. Rajiv Agarwal-
Member as on March 31, 2026. All recommendations
given by the Audit Committee during FY 2026 were
accepted by the Board.

Further, as on March 31, 2026, the Board had Audit
Committee, Nomination and Remuneration
Committee, Stakeholders' Relationship Committee,
Risk Management Committee, Sustainability and
Corporate Social Responsibility Committee, and
Authorization and Allotment Committee.

A detailed note on the Composition of Board and
its committee is given in the corporate governance
report, which forms a part of this Annual Report.

DIRECTORS, KEY MANANGERIAL
PERSONNEL (KMP) & SENIOR
MANAGEMENT

The Board has an optimum combination of
Executive, Non-Executive and Independent
Directors including woman Independent Director.

Appointments/re-appointments

The Board at its Meeting held on May 16, 2025
re-appointed Mr. Pravin Agarwal (DIN 00022096)
as a Whole-time Director of the Company for a
period of 5 (five) consecutive years with effect
from October 30, 2025 to October 29, 2030 on the
recommendation of the Nomination and
Remuneration Committee and his reappointment
was approved by the Members at the Annual
General Meeting ( 'AG M”) held on August 20, 2025.

Pursuant to the recommendation of the Nomination
and Remuneration Committee (“N RC”), the Board
approved appointment of Mr. Rajiv Agarwal (DIN:
00518199) as an Additional Director
(Non-Executive - Independent) of the Company for
a term of 2 (two) consecutive years with effect
from May 22, 2025 to May 21, 2027 and his
appointment was approved by the members at the
AGM held on August 20, 2025.

Pursuant to the recommendations of the NRC and
the Audit Committee, the Board at its meeting held
on July 25, 2025, appointed Mr. Ajay Jhanjhari as
Chief Financial Officer designated as Key
Managerial Personnel of the Company with effect
from July 25, 2025.

Pursuant to the recommendations of the NRC, the
Board at its meeting held on July 25, 2025,
approved below appointments of Senior
Management Personnel

1. Mr. Saumya Mondal- Interim Chief Human
Resource Officer

2. Mr. Naveen Bolalingappa in permanent position
of Chief Executive Officer (CEO) for Digital
Business Unit.

Pursuant to the recommendations of the NRC, the
Board at its meeting held on January 14, 2026
approved the re-appointment of Mr. Bangalore
Jayaram Arun (DIN 02497125), as Independent
Director of the Company for a second term of 5
(five) consecutive years with effect from January
20, 2026 to January 19, 2031, and appointment of
Mr. Sathia Jeeva Krishnan Chidambara (DIN
02179550) as an additional Non-executive
Independent Director of the Company for a period
of 2 (two) consecutive years with effect from
January 14, 2026 to January 13, 2028. These
appointments were approved by the members
through postal ballot concluded on February 28,
2026.

Retirements, resignations and cessation

Ms. Kumud £5 rinivasan (DIN 06487248),
Non-Executive, Independent Director ceased to be
a Director of the Company with effect from close of
business hours on May 21, 2025 pursuan t to
completion of¹ tenure of her appointment.

Mr. Subramanian Madhavan (DIN 06451889),
Non-Executive, Independent Director ceased to be
a Director of the Company with effect from close of
business hours of January 19, 2026 on completion
of his tenure as an Independent Director.

The Company regrets the unfortunate demise of
Mr. Saumya Mondal, Interim Chief Human Resource
Officer considered as Senior Management
Personnel of the Company on April 12, 2026.

The respective appointments & cessations were
intimated to the stock exchanges within the
statutory timelines.

Retirement by rotation

Pursuant to Section 152 of the Companies Act, 2013
('the Act'), Mr. Venkatesh Murthy (DIN: 08567907),
Whole-time Director will retire by rotation at the
ensuing AGM and being eligible, offers himself for
re-appointment. The Board recommends his
appointment to the shareholders.

Declaration by independent directors

The Company has received necessary declarations
from all the Independent Directors confirming that
they meet the criteria of independence as
prescribed under section 149(7) of the Act and
Regulation 16 and 25 of the Listing Regulations. The
Independent Directors of the Company have also
registered themselves in the databank with the
Indian Institute of Corporate Affairs and confirmed
compliance of relevant provisions of Rule 6 of the
Companies (Appointments and Qualifications of
Directors) Rules, 2014. The Board is of the opinion
that the Independent Directors of the Company
including the Independent Director proposed to be
appointed possess requisite qualifications,
experience and expertise and they hold highest
standards of integrity.

KMP

In terms of provisions of Section 203 of the Act,
and the Rules made thereunder, following are the
Key Managerial Personnel (KMP) of the Company
as on March 31, 2026:

1. Mr. Ankit Agarwal - Managing Director

2. Mr. Ajay Jhanjhari¹ - Chief Financial Officer

3. Ms. Mrunal Asawadekar - Company Secretary

* Appointed as Chief Financial Officer with effect from
July 25, 2025

SENIOR MANAGEMENT

In terms of provisions of the Listing Regulations
and Companies Act, 2013, the details of the senior
management and changes thereof are provided in
the Corporate Governance Report.

PERFORMANCE EVALUATION OF THE BOARD,
ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board is committed to assessing its own
performance as a Board in order to identify its
strengths and areas in which it may improve its
functioning. To that end, the NRC has established
processes for performance evaluation of Independent
Directors, the Board and Committees of the Board.
Pursuant to the provisions of the Act and the Listing
Regulations, the Board has carried out an annual
evaluation of its own performance, performance of its
Committees as well as the Directors individually.

Details of the evaluation mechanism are provided in
the Corporate Governance Report.

The Board has, on the recommendation of the NRC
framed a policy for selection and appointment and
remuneration of Directors, Senior Management and
their remuneration ('NRC Policy'). The NRC Policy of
the Company includes criteria for determining
qualifications, positive attributes and independence of
a director and policy relating to the remuneration of
Directors, Key Managerial Personnel and other
employees. The NRC Policy is framed with the object
of attracting, retaining and motivating talent which is
required to run the Company successfully. The Policy
can be accessed on Company's website at the link:
https://www.stl.tech/hode-of-Condoct-and-Policies.html

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, 2026, 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,
2026 and of the loss of the Company for the year
April 1, 2025 to March 31, 2026;

c) the Directors have taken proper and sufficient care
for the maintenance of adequate accounting
records in accordance with the provisions of this
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 systems to
ensure compliance with the provisions of all
applicable laws and that such systems are
adequate and operating effectively.

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.

CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES

All contracts and arrangements with related
parties, entered by the Company during the
financial year 2025-26, were in the ordinary course
of business and on an arm's length basis, except for
those which were specifically approved by the
Board (for transactions not in ordinary course).
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 FY26 and hence, does not form part
of this report.

There were no material contracts or arrangements
or transactions entered into during the year ended
March 31, 2026.

Details regarding the policy, approval and review of
Related Party Transactions are provided in the
Corporate Governance Report.

SUBSIDIARIES AND JOINT VENTURES

In accordance with Section 129(3) of the Act, a
statement containing salient features of the
financial statements of the subsidiary companies in
Form AOC-1 is provided as part of the consolidated
financial statements. Hence, a separate report on
the performance and financial position of each of
the subsidiaries is not repeated here for the sake of
brevity. This also includes highlights of
performance of Sterlite Global Ventures (Mauritius)
Limited, Metallurgica Bresciana S.p.A. Sterlite
Technologies Inc., USA, Sterlite Tech Cables
Solutions Limited which are material subsidiaries of
the Company.

During FY 2026, the following entities have ceased
to be subsidiaries (direct/ step down) of the
Company: ¹

• STL Optical Interconnect S.p.A ceased to be
subsidiary of the Company pursuant to its
merger with Metallurgica Bresciana S.p.A. with
effect from March 31, 2026.

• Optotech SPA, Italy and Optotec International
S.A. Switzerland- Step down subsidiaries of the
Company, i.e. subsidiaries of STL Optical
Interconnect S.p.A were transferred to
Metallurgica Bresciana S.p.A pursuant to the
abovementioned merger with effect from March
31, 2026.

The Company has complied with Foreign Exchange
Management (Non-debt Instruments) Rules, 2019, as
amended, for the downstream investments made
during the year.

Policy on material subsidiaries, as approved by the
Board can be accessed on the Company's website at

https://www.stl.tech/Code-of-Conduct-and-Policies.html

The Audited Financial Statements of the Subsidiary
Companies have not been included in the Annual
Report. The financial statements of the Subsidiary
Companies and the related information will be made
available, upon request, to the members seeking
such information at any point of time. These
financ ial statement s will also be available on the
Website ofthe Company at
^I https://www.stl.tech/downloads.html

FINANCIAL STATEMENTS

Pursuant to var^on circuiars issued by the Ministry of
Corporate Affairs and SEBI, the Company shall not be
dispatching physical copies of the Annual Report and
shall be sent only by email to the members. Howeve r,
copies of the Annual Report will be provided to the
members upon request.

The consolidated financial statements of the Company
prepared in accordance with the Indian Accounting
Standards Ond AU) notified under the Companie s
alndian AccoanSirg Standards! Rules, o015, nuly
audited by Statntory Au dito rs, also norms pa rt of this
An nua lReport.

STATUTORYAUDITORS

M/s. once Wnteraouse Cha rter ed Accoun tants LLP
(Firm Reg istration No. 012754N/ Ne00u16) (‘PWC')
were appointed as tae Statutory A uditors of the
Company at the AGM he ld on Auguut 26, 2022 for a
yecond term of five consecu tive years fr om the
condusion of 23^rd AGM ti. Ithe conclusion of 28^th
AGM to be SioIP in thy cal endar year 2037.

STATUTORY AUDITOR’SREPORT

There are no qualfications, r^snr^i^tions or nclve rse
remarks made ^py the Sta^ory Auditors, in their
report for the financial year ended March 31, 2026.

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Act, Mr. Jayavant B
Bhave, Practising Company Secretary, was
appointed to conduct the Secretarial Audit of the
Company, for the financial year ended
March 31, 2026. 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.

COST AUDITOR

The Company is required to make and maintain
cost records for certain products as specified by
the Central Government under sub-section (1) of
section 148 of the Act. Accordingly, the Company
has been making and maintaining the records as
required.

Pursuant to Section 148 of the Act, read with The
Companies (Cost Records and Audit) Rules, 2014,
the cost audit records maintained by the Company
are required to be audited. Mr. Kiran Naik, Cost
Accountant, was appointed as the Cost Auditor to
audit the cost accounts of the Company for the
said products for FY 2026. Cost Audit Report for
FY2027 will be filed with the Registrar of
Companies within the prescribed timelines.

The Board has approved appointment of Mr. Kiran
Naik as Cost auditor for FY 2027 at a remuneration
of Rs.1,50,000 (excluding applicable taxes, and
reimbursement of actual travel and out-of-pocket
expenses). Mr. Kiran Naik, being eligible, has
consented to act as a Cost auditor. As required by
the provisions of the Act, a resolution seeking
Members' approval for the remuneration payable to
Mr. Kiran Naik, Cost Auditor for FY 2027 is included
in the Notice convening the ensuing AGM.

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, 2026 and is operating effectively.

The Board 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 Company's 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 Audit Committee and 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.

The Company has documented Standard Operating
Procedures ('SOP') for key functions such as for
procurement, project/ expansion management,
capital expenditure, human resources, sales and
marketing, finance, treasury, compliance
management, safety, health, and environment
('SHE'), and manufacturing. The Company's internal
audit activity is managed through the Management
Assurance Services ('MAS') function. It is an
important element of the overall process by which
the Audit Committee and the Board obtains
assurance on the effectiveness of internal controls
over financial reporting.

The scope of work including annual internal audit
plan, authority, and resources of MAS are regularly
reviewed and approved by the Audit Committee.
Annual internal audit plan is aligned with ERM to
ensure that all critical risks are covered in the audit
plan. Besides, its work is supported by the services
of leading international audit firms. The annual
internal audit includes: monthly physical
verification of inventory and review of accounts/
MIS and a quarterly review of critical business
processes. To enhance internal controls, the
internal audit follows a stringent grading
mechanism, monitoring and reporting of the
implementation of internal auditors'
recommendations of internal audit. The internal
auditors make periodic presentations on audit
observations, including the status of follow-up to
the Audit Committee.

DETAILS REGARDING FRAUDS REPORTED
BY AUDITORS UNDER SECTION 143(12)

During the year under review, neither the Statutory
Auditors nor the Secretarial Auditor has reported
to the Audit Committee, under Section 143(12) of
the Companies Act, 2013, any instances of fraud
committed against the Company by its officers or
employees, the details of which would need to be
mentioned in the Boards' report.

STATUTORY COMPLIANCE MANAGEMENT

The Company has in place a robust automated
Compliance Framework based on the global
inventory of all applicable laws and compliance
obligations, which are regularly monitored and
updated basis the changing requirements of law. It
is a well-defined system for storing, monitoring and
ensuring compliances under various legislations.
Non-compliances, if any, are reported and
corrective actions are taken within a reasonable
time. A certificate of compliance of all applicable
laws and regulations along with exceptions report
and mitigation plan, if any, is placed before the
Audit Committee and the Board on a quarterly
basis.

BUSINESS RISK MANAGEMENT

The Company has formally implemented Enterprise
Risk Management framework and has a policy to
identify and assess the risk events, monitor and
report on action taken to mitigate identified risks. A
detailed exercise is carried out periodically to
identify, evaluate, manage and monitor both
business and non-business risk. The Audit
Committee and the Board periodically review the
risk and suggest steps to be taken to control and
mitigate the same through a properly defined
framework. Details of Risk Management are
presented in a separate section forming part of this
Annual Report.

This framework, inter alia, includes identification of
internal and external risks faced by the Company,
including financial, operational, sectoral,
sustainability, information, cyber security, strategic
or any other risk as may be determined by the Risk
Management Committee and the measures for risk
mitigation, reporting of critical risks within the
Company and Business Continuity Plan.

The Risk Management Committee of the Board
comprises of Ms. Amrita Gangotra as the
Chairperson and Mr. Ankit Agarwal, Mr. B. J. Arun
and Mr. Ajay Jhanjhari* as Members as on March 31,
2026.

* Mr. Ajay Jhanjhari, Chief Financial Officer of the Company,
appointed as a Member of the Risk Management Committee
w.e.f. May 22, 2025.

Mr. S. Madhavan ceased to be the member of the
Risk Management Committee with effect from
close of business hours on January 19, 2026
pursuant to completion of his tenure.

WHISTLE BLOWER/ VIGIL MECHANISM

The Company has established a vigil mechanism for
employees, Directors and stakeholders in
conformation with the provisions of Section 177(9)
of the Act and Regulation 22 of SEBI Listing
Regulations, to report concerns about unethical

behaviour and formulated the Whistle Blower
Policy ('WB') to deal with instances of fraud and
mismanagement, if any. The details of the WB
Policy are explained in the Corporate Governance
Report and also posted on the website of the
Company.

DISCLOSURE REGARDING PREVENTION
OF SEXUAL HARASSMENT

The Company is committed to maintaining a
productive environment for all its employees at
various levels in the organisation, free of sexual
harassment and discrimination on the basis of
gender. The Company has framed a policy on
Prevention of Sexual Harassment in line with the
requirements of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition & Redressal)
Act, 2013 (“POSH Act”). The Company has also set
up “Prevention of Sexual Harassment Committee,
which is in compliance with the requirement of the
POSH Act, to redress the Complaints received
regarding sexual harassment which has formalised
a free and fair enquiry process with clear timeline.
During the financial year, Company did not receive
any complaint under the POSH Act.

The Company is already in compliance with the
directions issued by the Honorable Supreme Court
of India in May 2023 for the proper implementation
of POSH Act.

COMPLIANCE WITH THE MATERNITY
BENEFIT ACT

During the financial year 2025-26, the Company
complied with the provisions of the Maternity
Benefit Act, 1961 (as amended from time to time)
and the applicable maternity related provisions
under the Code on Social Security, 2020.

EMPLOYEES STOCK OPTION SCHEME

The Company's Employee Stock Option Schemes
are in line with Company's philosophy of sharing
benefits of growth with the growth drivers and are
in compliance with the applicable SEBI Regulations.
The Company allotted 211,452 shares during the
year to various employees who exercised their
options. The Certificate from the Secretarial
Auditor confirming that the Scheme has been
implemented in accordance with the SEBI
Regulations and the resolution passed by the
shareholders would be placed at the AGM for
inspection by member.

Disclosures with respect to Stock Options, as
required under Regulation 14 of the Regulations,
are available under Notes to the Financial
Statements and can also be accessed on the
Company's website at
https://www.stl.tech/downloads.html

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures 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 are
provided as Annexure II to this Report.

A statement containing particulars of employees as required under Section 197(12) of the Act read with
Rules 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.

ANNUAL RETURN

In terms of Section 92(3) read with Section 134(3)(a) of the Act, the annual return of the Company for the
financial year ended March 31, 2026 shall be available on the Company's website
https://www.stl.tech/investors.html

NON-CONVERTIBLE DEBENTURES

The Company has outstanding Secured, Rated, Redeemable, Listed Non-Convertible Debentures (NCDs) of
? 290 crores. The Company has maintained asset cover sufficient to discharge the principal amount along
with outstanding Interest at all times for its NCDs. NCDs are listed on the debt segment of BSE Limited, as
per the SEBI Guidelines and Listing Regulations.

The details of debenture trustee are as below-

Axis Trustee Services Limited

The Ruby, 2nd Floor,

SW 29 Senapati Bapat Marg, Dadar West

Mumbai- 400 028

Contact No.: 91- 022-6230 0438

CREDIT RATING

The Company's financial discipline is reflected in the strong credit rating ascribed by ICRA/ CRISIL:

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of Loans, Guarantees and Investments covered under the provisions of Section 186 of the
Act have been disclosed in the notes to the Financial Statements.

TRANSFER TO RESERVES

We do not propose to transfer any amount to the general reserve.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo
as prescribed under Section 134(3)(m) of the Act read with Rule 8 of The Companies (Accounts) Rules,

2014, are given as Annexure III to this Report.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 124 of the Act, relevant amounts which remained unpaid or unclaimed for
a period of seven years have been transferred by the Company to the Investor Education and Protection Fund

established by Central Government. Details of unpaid
and unclaimed amounts lying with the Company as on
March 31, 2026 have been uploaded on the Company's
website at https://stl.tech/iepf/

Ms. Mrunal Asawadekar, Company Secretary, is the
Nodal Officer of the Company, pursuant to Rule 7(2A)
of the IEPF Rules. During the financial year under
review, there was no change in the Nodal Officer.

Contact details of the Nodal Officer and Deputy Nodal
Officer is available on the website of the Company at
the weblink: ^htt^ps:^//st^l.tec^h/investor^/

TRANSFER OF ‘UNDERLYING SHARES’TO IEPF

In terms of Section 124(6) of the Act, read with
IEPF Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016, the Company has transferred
the equity shares in respect of which dividends
have remained unclaimed for a period of seven
consecutive years to the IEPF Account established
by the Central Government. Details of shares
transferred have been uploaded on the website of
the Company.

CORPORATE SOCIAL RESPONSIBILITY

The Board has constituted Sustainability and
Corporate Social Responsibility Committee ('CSR
Committee') which comprises Mr. Rajiv Agarwal,
Chairman, Ms. Amrita Gangotra, Mr. Pravin Agarwal
and Mr. Ankit Agarwal, Members. The Board has
also approved a CSR policy on recommendations
of CSR Committee, which is available on the
website of the Company at

https://www.stl.tech/Code-of-Conduct-and-Policies.html

As part of its initiatives under Corporate Social
Responsibility, the Company has undertaken
projects in the areas of Education, Health, Women
Empowerment and Community Development
during FY 2026.

During the year, the Company has spent
? 0.87 crores on CSR activities. The Annual Report
on CSR activities, in accordance with Section 135 of
the Act, read with Companies (Corporate Social
Responsibility Policy) Rules, 2014 is annexed as
Annexure IV to this Report.

GENERAL

Directors state that no disclosure or reporting is

were no transactions on these items during the year
under review:

a) The Company has not accepted any deposits
from the public or otherwise in terms of
Section 73 of the Act read with Companies
(Acceptance of Deposit) Rules, 2014 and as
such, no amount on account of principal or
interest on deposits from public was
outstanding as on the date of the Balance
Sheet.

b) Mr. Pravin Agarwal and Mr. Venkatesh Murthy,
Whole-time Directors of the Company received
a remuneration from Sterlite Tech Cables
Solutions Limited, a material subsidiary of the
Company.

c) No significant or material orders were passed
by the Regulators, Courts or Tribunals which
impact the going concern status and
Company's operations in future.

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

e) The requirement to disclose the details of
difference between amount of the valuation
done at the time of onetime settlement and the
valuation done while taking loan from the
Banks or Financial Institutions along with the
reasons thereof, is not applicable.

f) There has been no change in the nature of
business of the Company during FY2026.

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 of Directors

Pravin Agarwal Ankit Agarwal

Vice Chairman & Managing Director

Whole-time Director DIN: 03344202

DIN: 00022096

Place: Mumbai
Date: April 29, 2026

1

PT Sterlite Technologies, Indonesia (direct
subsidiary of Company) has been removed
from Company Register with effect from
February 12, 2026.