The Directors o( your company are pleased to present the Director s Report lor the linancial year 2024-25 together with the audited financial
statements oi the Company for the linancial year ended March 51.2025.

FINANCIAL SUMMARY/ HIGHLIGHTS

Key highlights of financial performance of your Company for the financial year 2024-25 are provided below: (in ? crores)

FINANCIAL ANALYSIS
Standalone

FY25 closed with Revenues of Ti.059.90 crores. EBITDA of TI37.80
crores. Net Loss of T(30.92) crores and EBITDA margins ol 13.00 %.

Consolidated

FY25 closed with Revenues of TL179.72 crores. EBITDA of T80.71
crores. Net Loss of *(3195) 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
lor 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 Steriite Technologies Limited
CSTL" 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 ol the Companies
Act 2013 ("the Act") rhe primary objective of this scheme was
to demerge STL’s Global Services Business into a focused and
independently managed entity, enabling both companies to pursue
their strategic goals more effectively.

The Scheme ol Arrangement was approved by the Hon’bie National
Company Law Tribunal (NCLT), Mumbai Bench, by its order dated
February 14. 2025 (certified copy received on March 18. 202S). in
line with regulatory requirements, the Company filed an exemption
application with the Secunties and Exchange Board of India ("SEBi")
on May 29. 2025. under Rule I9(2)(b) of the Securities Contracts
(Regulation) Rules. 1957 and the SEBi Master circular dated June
20. 2023 (SEBI/HO/CFD/POD-2/P/C!R/2023/93).ln-pnnclple

approvals for listing and trading of the Company’s 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 StructurerThe 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
mtegratioR 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 Company’s growth

journey. This development marks the beginning ol 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 ail stakeholders.

STATE OF COMPANY AFFAIRS

Pursuant to the Scheme and the transfer of the Demerged
undertaking ol STL into our company, our company is pnmarily
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 drtve 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

Dunng the financial year 2024-25. Company has not declared any
Dividend. The Company's 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
Company's website and can be accessed at: https://inventatech
com/wpcontent/uploads/2025/06/Divldpnd-DistnbutlonPoilcv.
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 Company's 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 710/- each fully paid-up into 5 (five) equity
shares of 72/- each fully paid-up. As a result of this sub-division, the
Authorized and issued Share Capital of the Company is ?5.00.000
(Rupees Five Lakh), was divided into 2.50.000 equity shares of 72/-
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 75.00.000 (Rupees Five Lakh)
divided into 2.50.000 equity shares of 72 each to 7150.00.00.000
(Rupees One Hundred and Fifty Crores) divided into 75,00.00.000
equity shares of 72 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. Subscnbed. and Paid-up Share
Capital of the Company comprising 2.50.000 equity shares of 72
each, aggregating to 75.00.000 held by the Demerged Company,
stood cancelled.

Subsequently, on April 28.2025. the Company allotted 43.79.21.086
equity shares of 72 each to the shareholders of the Demerged
Company in the ratio of l.L Le, one equity share of 72 each in the
Company for every one equity share of 72 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 ComjDany. on May 29. 2025. has applied to BSE and N5E for

the fisting 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 tor the listing of aforesaid Equity Shares subject
to relaxation by the SEBi under Rule I9(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 Company’s 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

Dunng 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 Company’s
equity shares on Apni 28. 2025. May 14. 2025. May 16. 2025. June
11. 2025. July 18. 2025 and August a 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.

Appolntment/re-appolntment and resignations

The Board of Directors, at its meeting held on February 14. 2025.
approved the appointment ol Mr. Pankaj Malik as Non-Executive
Director and took note of the resignation of Mr. Praveen chenan
as Director w.e.f. February 14. 2025. Further, at its meeting held on
March 6. 2025. the Board approved the appointment of Ms. Meenai
Bansai 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 ol the resignation of
Mr. Pankaj Malik and Mr. Gopal Chandra Rastogi as Non-Executive
Directors w.ef. May 16.2025.

The Board further approved the following appointments
. Mr. Pravin Agarwal (DIN: 00022096) as Chairman s 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. Dindayai Jaian (DIN: 00006882). Mr. Bangalore Jayaram
Arun (din: 02497125). and ms Kumud Madhok Srlnivasan (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-appolntment

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 Agarv/al (Din: 03544202). 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 Le..September 4.2025.

. Mr. Pankaj Malik - whole Time Director and Chief Executive
Officer

• Mr. Gopai Chandra Rastogi - Chief Financial Officer

• ms. Meenal Bansai - Company Secretary & Compliance Officer
Declaration by independent Directors

As on the date of appointment ol 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 continued that, in their
opinion, independent Directors of the Company are persons of
mtegnty. 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 Ac L

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
Le. Authorization and Allotment committee to facilitate effective
management and operations ol 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 usting Regulations was not applicable on the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section I34(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 312025. the applicable accounting standards read with
requirements set out under schedule ill 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
irregulanties.

(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 ol all applicable laws and
that such systems are adequate and operating effectively.

AUDITORS
Statutory Auditors

m/5. Price waterhousechartered Accountants LLP (Firm Registration
No. 012754N/N500016) CPWC") were appointed as the Statutory
Auditors of the Company at the r Annual General Meeting held on
September 29. 2022 for a term of five consecutive years from the
conclusion of P* Annual General Meeting till the conclusion of 6"’
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 3L 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. 135.000/- (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 I4i(3)(g) of the Act and that he is
not disqualified for such appointment within the meaning of Section
141 of tbe 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 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 Board reviews these internal controls
to ensure they remain eftective 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, eftective rr systems
aligned to business requirements, an internal audit Iramework. 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
8ETWEEN 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 H 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 signil leant and material orders passed by the regulators/
courts/tnbunal 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
ALONGWFTH 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) dunng the year
along with their status as at the end of the linanciai 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 ol 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 ol 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 l34(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 snnivasan. as the Chairperson
of the Committee. Mr. Ankit Agarwai. Mr. Panka| Malik and
Mr. Bangalore Jayaram Arun as the members of the Committee. The
CSR policy is available on the website ol the Company at httpsj^
inveniatech.com/Lnvestor-relatiQns/.

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 ot 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 tees 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~7/lnveniatech
com/lnvestor-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 Company's
attention, easily and free of any fear of retaliation, any actual,
potential or suspected instances ot illegal or unethical conduct,
incidents of fraud, actions that undermine the financial integrity
of the Company, instances of leak of unpublished price sensitive
information CUPSl ) that could adversely impact the Company's
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 dunng 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 Company's
website of the Company and can be accessed through the following
link: https~7/lnventatech.com/investor-retations/.

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 arm's 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 ReporL
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

S'JBSIDIARIES AND JOINT VENTURES

Pursuant to the Scheme as on the effective date le^ closure of
business hours on March 3i 2025. your company has the following
subsidiaries and joint ventures:
subsidiaries:

0) Sterlite Technologies UK ventures Limited

(2) STL UK Holdco Limited

(3) Clearcomm Group Limited
Joint Venture:

(1) Stemte 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 Ashfieid Nottingham, ng T7 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. loT.

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. NJ2 OEH 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 Ashfieid Nottingham, ng 17 9GU. united Kingdom. CGL is
engaged in the business of Fiber to the Home rollouL

Sterlite Conduspar industrial Ltda. (Brazil) (“SCIL") is a joint venture
Company having its registered office at Rua Doutor Muncy. 4000.
Barracao dos Fundos. Bairro Costeira. CEP (ZIP code) 83015-290.
sao Jose dos Pinhais. Estado do Parana SC1L 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 imanciai statements, and related
information of the Company and its subsidianes are available on the
website of the company and can be accessed at https^inveniatecfi.
com/lnvestor relations/.

in accordance with section 129(3) of the Act a statement containing
salient features of the financial statementsof the subsidiary companies
inFormAOC-lasANNEXURE ill is provided as partof theconsoiidated
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 requesL
Additionally, in accordance with Regulation 36(i)(b) of the SEBi
Listing Regulations, a letter containing the webitnk to the Annual
Report for the financial year 2024-2S 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

Dunng 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) ol the AcL

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 property
designed framework.

Board in its meeting held on May 16. 2025 approved the
constitution of Risk Management Committee comprising ol
Ms. Kumud Madhok snnivasan. chairperson. Mr. Pankaj Malik.
Mr. Dindayal Jaian 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 ol 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 CIEPF") 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 ol allotment.

HUMAN RESOURCES

The Company takes pride in the dedication, competence, and
commitment demonstrated by its employees across all business
units and support Junctions, which ensured a seamless transition
following the demerger. Focused efforts have been made to onboard
talent aligned with the Company's ambitious future objectives.
The Company remains committed to enhancing its HR policies
and processes, with continued emphasis on skill development,
performance management, and employee engagemenL
As on the financial year ended March 31. 2025. the permanent
employees on the roils 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 it's employees, agents, vendors and
partners can work and pursue business together in an atmosphere
free of harassmenL exploitation and intimidation caused by acts ol
Sexual Harassment within but not limited to the office premises and
other locations directly related to the Company's business.

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

Ail concerned should take cognizance of the fact that the Company
strongly opposes sexual harassmenL 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
Redressai) AcL 2013 ( POSH Act’) and Sexual Harassment of women
at workplace (Prevention. Prohibition and Redressai) Rules. 2013
('POSH Rules') as well as the terms of employmenL Commission of
any act of sexual harassment as delined in the Act and in this Policy
shall result in strict disciplinary actioa

we have zero-tolerance for sexual harassmenL we value each and
every employee working with us and wish to protect their dignity
and sell respecL 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;/'
invenl3tech.com/lnvestor-relatloas/-

The Company has complied with the provision relating to the
constitution of internal Committee under POSH acL Dunng 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 ol Arrangement between stemte Technologies
Limited ("Demerged Company") and STL Networks Limited
("Resulting Company") and their respective shareholders and
creditors under section 230 to 232 ol 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 Secunties 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 l (One)
option under SP-ESOP 202S 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 4.202S. 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 - 202S. 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 or Members
for adoption and implementation ol the ESOS Scheme - 2025 at the
ensuing 4^m 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
Company's website at httDS.//lnveniatech com/lrrvestor 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 fv

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 requesL None of the employees listed in the said
Annexure are related to any Director of the Company.

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

The information on conservation of energy, technology absorption
and foreign exchange earnings and outgo stipulated under section
I34(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 dunng
the year under review. Directors take on record their deep sense of
appreciation to the contnbutions 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

Anktt Agarwal Pankaj Malik

vice chairman A CEO . whole Time Director

whole Time Director

DIN: 03344202 DIN: 10949402

Place: Mumbai

Date: September 4.2025