STL Networks Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Your Directors are pleased to present the Fifth Annual Report
on the business and operations of the Company and the Audited
Financial Statements for the financial year ended March 31, 2026.

FINANCIAL SUMMARY/ HIGHLIGHTS

The Director''s Report is prepared based on the standalone
financial statements of the Company.

During the financial year under review, on a standalone basis, the
Company recorded revenue from operations of ''851.17 Crores
as against ''1,059.90 Crores in the previous financial year. The
Company reported an EBITDA of ''92.97 Crores compared to
''137.80 Crores in the previous year. Owing primarily to higher
finance costs and the challenging business environment, the
Company reported a net loss after tax of ''25.64 Crores, as against
a net profit after tax of ''30.92 Crores in the previous financial
year.

The Standalone and Consolidated Financial Statements for
the financial year ended March 31, 2026 have been prepared
in accordance with Indian Accounting Standards (Ind AS) as
prescribed under Section 133 of the Companies Act, 2013 ("Act”),
read with Companies (Indian Accounting Standards) Rules, 2015
as amended from time to time; and all other relevant provisions of
the Act are separately disclosed in the Annual Report.

During the financial year under review, there were no revisions in
the financial statements and Board Report of the Company.

STATE OF COMPANY AFFAIRS

During the financial year under review, the Company continued
to strengthen its position as a leading digital infrastructure
services provider, delivering end-to-end network solutions
and technology-led services to telecom operators, data centre
providers, government organisations, public sector undertakings
and large enterprises across India and the United Kingdom.

The Company offers comprehensive digital infrastructure
solutions encompassing Connectivity Services, System Integration
Services (Network, Cloud and Cybersecurity), Data Centre

On a consolidated basis, the Company reported revenue from
operations of ''958.96 Crores as compared to ''1,179.72 Crores
in the previous financial year. Consolidated EBITDA stood at
''47.85 Crores as against ''80.71 Crores in the previous year. The
consolidated net loss attributable to the owners of the Company
amounted to ''99.11 Crores, compared with a net loss of ''31.95
Crores in the previous financial year.

The decline in profitability during the year was primarily
attributable to lower revenues, increased finance costs and the
continuing impact of the prevailing market conditions on the
Company''s operations. The management remains focused on
improving operational efficiencies, strengthening execution
capabilities, enhancing profitability and pursuing sustainable
long-term growth.

The financial performance of the Company for the financial year
ended March 31, 2026, together with the comparative figures for
the previous financial year, is summarised below:

Services and Managed Services. Leveraging its domain expertise,
skilled workforce and customer-centric approach, the Company
continued to support customers in building scalable, resilient and
future-ready digital infrastructure.

The financial year 2025-26 marked the Company''s first full year of
operations following the demerger of the Global Services Business
from Sterlite Technologies Limited. During the year, the Company
successfully established its independent operational, governance
and compliance framework while continuing to focus on business
continuity, operational excellence and customer satisfaction.

The financial performance during the year was impacted
primarily by lower business volumes and increased finance
costs. Nevertheless, the Company continued to focus on cost
optimisation, disciplined execution, prudent financial management
and strengthening its order pipeline.

During the year, the equity shares of the Company were
successfully listed on the National Stock Exchange of India
Limited ("NSE”) and BSE Limited ("BSE”) pursuant to the Scheme
of Arrangement.

The Company also strengthened its capital structure through
the issuance of listed Non-Convertible Debentures on a private
placement basis to support its business requirements and long¬
term growth initiatives.

The Directors remain confident about the Company''s long-term
growth prospects, supported by increasing investments in digital
infrastructure, broadband connectivity, fibre network deployment,
data centres, cloud adoption and cybersecurity services. The
Company will continue to focus on operational efficiency,
disciplined capital allocation, innovation and sustainable value
creation for all its stakeholders.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of the business of the Company
during the financial year ended March 31, 2026.

DIVIDEND AND DIVIDEND DISTRIBUTION POLICY

During the financial year ended March 31, 2026, the Board of
Directors had not declared any Dividend.

The Dividend Distribution Policy of the Company, in terms of
Regulation 43A of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements), Regulations,
2015 (‘SEBI Listing Regulations''), is available on the website
of the Company athttps://inveniatech.com/wp-content/
uploads/2025/06/Dividend-Distribution-Policy.pdf.

SHARE CAPITAL AND CAPITAL STRUCTURE

The details of share capital as on March 31, 2026 is provided
below:

Post closure of the Financial Year, the Company had raised the
funds by way of preferential issue on a private placement basis
issuing 4,50,00,000 (Four Crores Fify Lakhs) warrants, at a
price of ''24 (Rupees Twenty-Four only) (including the warrant
subscription price and the warrant exercise price) per Warrant
("Warrant Issue Price”), each convertible into equity shares,
carrying a right exercisable by Promotor i.e., Twin Star Holdings
Limited("Allottee”) to subscribe to 1 (one) fully paid up equity
share of the Company of face value of ''2 (Rupees Two only) at
a premium of ''22 (Rupees Twenty-Two) per share ("Warrant”),
aggregating up to ''108,00,00,000 (Rupees One Hundred Eight
Crores only) ("Total Issue Size”), for cash consideration.

During the year under review, the Company has not issued any
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 of Arrangement. NSE
vide its letter dated July 15, 2025 and BSE vide, its letter dated
July 17, 2025 had granted inprinciple 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.

* Pursuant to the scheme of Arrangement between Sterlite
Technologies Limited ("Demerged Company”) and STL Networks
Limited ("Resulting Company”), the Company had allotted
48,79,21,086 equity shares of ''2 each to the shareholders of the
Demerged Company on April 28, 2025 in the ratio of 1:1, i.e., one
equity share of ''2 each in the Company BS for every one equity
share of ''2 each held in the Demerged Company, based on the
shareholding as on the record date of April 24, 2025.

The Company further allotted 1,10,418 equity shares of face
value ''2 each during the year ended March 31, 2026, to various
employees who exercised their options pursuant to STL Networks
Limited-Special Purpose Employee Stock Option Scheme 2025
("SP-ESOS Scheme 2025”).

Out of above, the total of 45,198 equity shares were allotted on
March 23, 2026, pursuant to SP-ESOS Scheme 2025, and were
pending listing as of March 31, 2026. Accordingly, these shares
have been treated and disclosed as physical shares as on March
31, 2026. However, the shares were subsequently listed on both
the Stock Exchanges i.e. NSE and BSE on April 6, 2026.

Subsequently, On May 18, 2026, and July 21, 2026 the Company
further allotted 44,996 and 28,187 equity shares of face value ''2
each to the employees holding stock options under SP-ESOS
Scheme 2025 from whom share application money is received.

TRANSFER TO RESERVES

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

CORPORATE GOVERNANCE

The Company is committed to the highest level of corporate
governance standards by applying the best management
practices, compliance with the law in true letter and spirit and
adherence to ethical standards for effective management and
distribution of wealth and discharge of social responsibility for
the sustainable development of all stakeholders.

A Report on Corporate Governance, in terms of Regulation 34
read with Schedule V 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, as stipulated under SEBI Listing Regulations is presented
in a separate section, forming part of this Annual Report.

BOARD MEETINGS

During the year under review, 10 (Ten) meetings of the Board
of Directors were held on April 28, 2025; May 14, 2025; May 16,
2025; June 11, 2025, July 18, 2025; August 08, 2025; September
04, 2025; November 07, 2025; February 03, 2026; and March 26,
2026.

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

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

During the year under review, Mr. Ankit Agarwal (DIN: 03344202),
Non-Executive Director, who was liable to retire by rotation,
was re-appointed by the shareholders at the 4^th Annual General
Meeting ("AGM”) held on Tuesday, September 30, 2025.

Further, the Board of Directors, at its meeting held on May 16,
2025, took note of the resignation of Mr. Pankaj Malik and
Mr. Gopal Rastogi as Non-Executive Directors, and approved
the appointment of Mr. Pravin Agarwal (DIN: 00022096) as
Chairman & Non-Executive Director, change in designation of
Mr. Ankit Agarwal as Vice-Chairman and Non-Executive Director;
appointment of 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; appointment of Mr. Gopal
Chandra Rastogi as Chief Financial Officer, designated as Key
Managerial Personnel; appointment of 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.

Subsequent to the closure of the financial year under review,
Board at its meeting held on June 10, 2026, took note of the
resignation of Mr. Pankaj Malik as Whole time Director w.e.f June
10, 2026 and CEO w.e.f. September 10, 2026 and approved the
appointment of Mr. Chandrasekhara Rao Battula as Whole time
Director and Interim CEO w.e.f. June 11, 2026.

Board Composition

As of March 31, 2026, the Company''s Board has a strength of 6
(Six) Directors, including 1 (One) Woman Director. The Chairman
of the Board is a Non-Executive Director. The composition of the
Board is as below:

The detailed section on ‘Report Board of Directors'' are provided
in the ‘Corporate Governance Report'' which forms part of this
Annual Report.

Key Managerial Personnels

The details of Key Managerial Personnel ("KMP”) of the Company
in accordance with Section 2(51) and 203 of the Act, read with
rules framed thereunder, as of March 31, 2026, are as follows:

‘Subsequent to the closure of the financial year under review,
Board at its meeting held on June 10, 2026, took note of the
resignation of Mr. Pankaj Malik as Whole time Director w.e.f June
10, 2026 and CEO w.e.f September 10, 2026 after the word CEO
and approved the appointment of Mr. Chandrasekhara Rao Battula
as Whole time Director and Interim CEO w.e.f. June 11, 2026.

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. Pravin Agarwal (DIN: 00022096), is liable
to retire by rotation at the ensuing AGM and being eligible have
offered his candidature for re-appointment.

Declaration by Independent Director(s) and reappointment, if
any

All the Independent Directors have submitted their disclosures
to the Board that they fulfil all the requirements as stipulated
in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI
Listing Regulations, so as to qualify themselves to be appointed
as Independent Directors under the provisions of the Act and the
relevant rules thereof. Independent Directors have also confirmed
that they have registered themselves with the Independent
Director''s databank maintained by the Indian Institute of
Corporate Affairs and that 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 independent judgment and without any external influence. In
the opinion of the Board, they fulfil the condition for appointment/
re-appointment as Independent Director on the Board. Further, in
the opinion of the Board, the Independent Directors also possess
the attributes of integrity, expertise and experience as required to
be disclosed under Rule 8(5)(iiia) of the Companies (Accounts)
Rules, 2014.

COMMITTEES OF THE BOARD

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

Subsequent to the closure of the financial year under review,
the Stakeholders'' Relationship Committee, Risk Management
Committee and Sustainability & Corporate Social Responsibility
Committee has been re-constituted, by virtue of, resignation of
Mr. Pankaj Malik w.e.f. June 10, 2026 and the appointment of Mr.
Chandrasekhara Rao Battula w.e.f. June 11, 2026.

During the year under review, all recommendations of the
committees were accepted by the Board.

Details about the composition of the committees and other
mandatory details as required under the provisions of the Act
and the SEBI Listing Regulations, are provided in the Corporate
Governance Report forming part of this Annual Report.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES
AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Act and Regulation 17(10) of the
SEBI Listing Regulations and in accordance with the parameters
suggested by the Nomination and Remuneration Committee,
the Board of Directors carried out an annual evaluation for the
financial year 2025-26, of its own performance, its Committees,
Chairman and Individual Directors. The evaluation was undertaken
by way of internal assessments, based on a combination of
detailed questionnaires.

The performance of the Board was evaluated based on inputs
from the Board members, covering the Board''s composition, the
effectiveness of Board processes, information and functioning,
and the establishment & delineation of responsibilities to
committees.

The performance of the committees was evaluated based on
inputs received from the committee members, covering the
effectiveness of committee meetings, degree of fulfilment of
key responsibilities, committee dynamics, and quality of the
relationship of the committee with the Board and the management.

The performance of the individual Directors was reviewed
based on inputs from the Board members, including input on
the contribution of the individual Directors to the Board and
committee meetings.

The performance of the Chairman was evaluated based on inputs
from the Board members regarding his leadership, stakeholder
management, vision, strategy etc.

Pursuant to the requirements of Schedule IV to the Act, and
the SEBI Listing Regulations, a meeting of the Independent
Directors of the Company was held on March 26, 2026, without
the presence of Non-Independent Directors and members of the
management. At this meeting, the Independent Directors, inter
alia, reviewed the performance of the Non-Independent Directors,
the Board as a whole, and the Chairman of the Company, taking
into consideration the views of both Executive and Non-Executive
Directors. They also assessed the quality, quantity, and timeliness
of the flow of information between the Management and the
Board, which is critical for the Board to effectively discharge its
responsibilities.

Evaluation Outcome

The observations and feedback of the Independent Directors
were duly communicated to the Chairman of the Board as part of
this evaluation process.

AUDITORS
Statutory Auditors

M/s. Price Waterhouse Chartered Accountants LLP (Firm
Registration No. 012754N/N500016) ("PW”) were appointed
as the Statutory Auditors of the Company at the 1^st Annual
General Meeting held on September 29, 2022, for a term of five
consecutive years from the conclusion of 1^st Annual General
Meeting till the conclusion of 6^th 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, 2026.

Secretarial Auditor

M/s. D Dixit & Associates, Practising Company Secretaries (Firm
Registration Number: S2008DE108900) were appointed as the
Secretarial Auditors of the Company at the 4^th Annual General
Meeting held on September 30, 2025 for a term of five consecutive
years from the conclusion of 4^th Annual General Meeting till
the conclusion of 9^th Annual General Meeting to be held in the
calendar year 2030.

Pursuant to Section 204 of the Act, read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014, M/s. D Dixit & Associates, Practising Company Secretaries
(Firm Registration Number: S2008DE108900), the Secretarial
Auditors of the Company, carried out the Secretarial Audit of the
Company for the financial year 2025-26.

The Secretarial Audit Report contains one observation relating
to the imposition of a fine of ''10,000 by the NSE on account of a
delay in filing the disclosure required under Regulation 23(9) of
the SEBI Listing Regulations.

The Report of the Secretarial Auditor is annexed as Annexure I to
this Report.

Annual Secretarial Compliance Report

In compliance with Regulation 24A of the SEBI Listing Regulations,
read with SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 08
February 2019, the Company received the Secretarial Compliance
Report for the financial year ended March 31, 2026 from M/s D
Dixit & Associates, Practising Company Secretaries, who acted as
the Secretarial Auditors of the Company. The said report was duly
filed with the Stock Exchanges within the stipulated time period.

Cost Auditor

The Company has appointed Mr. Kiran Niak, 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.

Further, the Board of Directors at its meeting held on July 28, 2026,
approved the appointment of Mr. Kiran Niak, 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 2026-27 at a fee of
''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.

As per requirements of Section 148 of the Act read with the
Companies (Cost Records and Audit) Rules, 2014, the Company is
required to maintain cost records and accordingly, such accounts
and records have been maintained in respect of the business
activities carried out by the Company.

The Company has received letter from Mr. Kiran Niak, 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.

REPORTING OF FRAUD BY AUDITORS

During the year under review, neither the Statutory Auditors nor
the Secretarial Auditor have reported any instances of fraud as
defined under Section 143(12) of the Act.

INTERNAL FINANCIAL CONTROLS

During the year under review, the Board appointed M/s. Klynveld
Peat Marwick Goerdeler (KPMG) in its meeting held on June
11, 2025 for the financial year 2025-26, as its Internal Auditors,
to verify and report on the operational and financial controls
of the Company. The Internal Audit team conducts quarterly
audits, which include a review of the operating effectiveness of
internal controls. Additionally, M/s. Price Waterhouse Chartered
Accountants LLP, the Statutory Auditors of the Company, were
responsible for auditing and reporting on the standalone and
consolidated financial statements of the Company.

The Audit Committee reviews the reports submitted by the
Management, Internal Auditors, and Statutory Auditors. The
suggestions for improvement are considered, and the Audit
Committee follows up on corrective action.

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 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 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.

CODE OF CONDUCT

The Company''s Code of Conduct is available on the website
of the Company athttps://inveniatech.com/wp-content/
uploads/2025/06/Code-of-Business-Conduct-and-Ethics.pdf.

The Chief Executive Officer of the Company has given a
declaration that the Directors and Senior Management of the
Company have complied with the Code of Conduct during the
year 2025-26. Details of the same are available in the Corporate
Governance Report forming part of this Annual Report.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

Pursuant to Regulation 9 of SEBI (Prohibition of Insider Trading)
Regulations, 2015, the Company has also formulated a Code of
Conduct to regulate, monitor, and report trading in Securities
of the Company and a Code of Practices and procedures for
fair disclosure of unpublished price sensitive information which
is available on the Company''s website athttps://inveniatech.
com/wp-content/uploads/2025/08/Code-of-Conduct-for-Fair-
Disclosure-of-UPSI.pdf.

Details of the same are available in the Corporate Governance
Report forming part of this Annual Report.

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

The particulars of loans given, investments made and guarantees
provided by the Company under Section 186 of the Act, have
been disclosed in the Standalone financial statements provided in
Annexure II forming part of this Report. Please refer to Note No.
43 of the financial statements for the financial year ended March
31, 2026, forming part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

In terms of Section 135 of the Act, the Board in its meeting held
on May 16, 2025, has constituted a Sustainability and Corporate
Social Responsibility Committee for implementing various CSR
activities.

Subsequent to the close of the financial year under review, the
Sustainability & Corporate Social Responsibility Committee has
been re-constituted, by virtue of, resignation of Mr. Pankaj Malik
as a member of the Committee w.e.f. June 10, 2026 and the
appointment of Mr. Chandrasekhara Rao Battula as a member of
the Committee w.e.f. June 11, 2026.

The composition, role, and terms of reference of the Committee
are stated in the Corporate Governance Report which forms part
of this Annual Report. The Company has also formulated a CSR
Policy, which is available on the Company''s website athttps://
inveniatech.com/wp-content/uploads/2026/03/Corporate-
Social-Responsibilitv-Policv.pdf.

During the year, your Company had spent ''54.00 Lacs on CSR
activities. In accordance with Section 134(3)(o) of the Act, and
Rule 9 of the Companies (Corporate Social Responsibility Policy)
Rules, 2014, a report on Corporate Social Responsibility covering
a brief extract of the CSR policy of the Company and the CSR
projects undertaken by the Company during the financial year
2025-26, is annexed to this Report as "Annexure III”.

FAMILIARISATION PROGRAMME FOR INDEPENDENT
DIRECTORS

The details regarding Independent Directors'' Familiarisation
Programmes are provided in the Corporate Governance Report
forming part of this Annual Report and can be accessed athttps://
inveniatech.com/wp-content/uploads/2025/06/Familiarisation-
Programme-for-Independent-Directors.pdf.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION
Nomination and Remuneration Policy

Pursuant to the provisions of the Act, the Board of Directors has
adopted a Nomination and Remuneration Policy ("the Policy”)
on the recommendation of the Nomination and Remuneration
Committee. The Policy provides a framework for the appointment,
remuneration, evaluation, and succession planning of Directors,
KMP, Senior Management Personnel ("SMP”), and other employees
of the Company.

The Policy broadly lays down the guiding principles, philosophy
and the basis for payment of remuneration to Executive,
Non-Executive Directors (by way of sitting fees and commission),
KMP, SMP 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 KMP / SMP and performance evaluation which are
considered by the Nomination, the Remuneration Committee and
the Board of Directors whilst taking a decision on the potential
candidates.

The Nomination and Remuneration Committee periodically reviews
the Policy to ensure its continued relevance and effectiveness in
line with the Company''s business needs, corporate governance
practices, and applicable statutory requirements.

The above Policy has been posted on the website of the
Company and can be accessed through the following link:https://
inveniatech.com/wp-content/uploads/2025/06/Nomination-
and-Remuneration-Policy-1-1.pdf.

VIGIL MECHANISM

In view of the requirement as stipulated by Section 177 of the
Act read with Rule 7 of the Companies (Meeting of Board & its
power) Rules, 2014 and Corporate Governance under SEBI Listing
Regulations as amended, the Company has complied with all the
applicable provisions and has adopted a Whistle Blower Policy
duly approved by the Board of Directors to report concerns about
illegal or unethical conduct, actual & suspected frauds, actions
that undermine the financial integrity of the Company, instances
of leak of unpublished price sensitive information (‘UPSI'') that
could adversely impact the Company''s operations, business
performance and/or reputation, or violation of Company''s Code
of Conduct and Ethics, etc.

The same provides for adequate safeguards against victimization
of directors, employees of the Company, its subsidiaries and
all external stakeholders such as business partners, customers,
suppliers, contractors, consultants etc and also provides direct
access to the Chairperson of the Audit Committee . It is affirmed
that no person has been denied access to the Audit Committee.

All such instances or concerns, reported under this Policy are
promptly and appropriately investigated and all information
disclosed during the course of investigation remains 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 Policy/ Vigil Mechanism adopted by 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://inveniatech.com/wp-content/
uploads/2025/06/Whistle-Blower-Policy.pdf.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Related Party Transaction Policy deals with the review and
approval of related party transactions. The Board has the Policy
in line with the Companies Act, 2013 and SEBI Listing Regulations
and is uploaded on the website of the Company athttps://
inveniatech.com/wp-content/uploads/2025/06/Related-Party-
Transaction-Policy.pdf.

A Statement of all related party transactions is presented before
the Audit Committee on a quarterly basis and prior/ omnibus
approval is also obtained for the entire year, specifying the nature,
value and terms and conditions of the transactions.

Form No. AOC-2 in terms of Section 134(3)(h) read with Section
188 of the Act and Rule 8(2) of the Companies (Accounts) Rules,
2014 is annexed with this Report as Annexure IV.

SUBSIDIARIES AND JOINT VENTURES

As on March 31, 2026, 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). Company is
under the process of liquidation

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 engaged in
the business of 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, Barracao dos Fundos, Bairro Costeira, CEP (ZIP
code) 83015-290, Sao Jose dos Pinhais, Estado do Parana. SCIL
was 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 can be accessed
athttps://inveniatech.com/investor-relations/.

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 as Annexure V is provided
as part of this Report.

NAME OF COMPANIES THAT HAVE BECOME OR CEASED TO
BE ITS SUBSIDIARIES, JOINT VENTURES, OR ASSOCIATE
COMPANIES, DURING THE YEAR

There are no companies that have ceased to be subsidiaries of the
Company during the financial year ended March 31, 2026.

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 2025-26 will be sent to shareholders
who have not registered their email addresses with the Company,
Depositories, Depository Participants, or RTA.

Annual Report for the Financial year ended March 31, 2025, were
sent to the shareholders via email dated September 05, 2025, and
the Company had dispatched the physical copy to the members
upon request.

Further, letter containing weblink of Annual Report was also
dispatched to the shareholders whose email ids were not
registered.

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.

STATEMENT INDICATING DEVELOPMENT AND
IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Company''s Board has established a Risk Management
Committee, comprising of Ms. Kumud Madhok Srinivasan,
Chairperson, Mr. Chandrasekhara Rao Battula (w.e.f June 11,
2026), Mr. Dindayal Jalan, Mr. Gopal Chandra Rastogi and Mr.
Pankaj Malik (resigned on June 10, 2026) as Members.

The Company has formulated a Risk Management Policy and
has a mechanism in place to inform the Committee and 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.

Comprehensive details regarding the Committee and its terms of
reference alongwith its operations are provided in the Corporate
Governance report forming part of this Annual Report.

CREDIT RATINGS

During the year under review, Company has obtained credit rating
from India Rating & Research for Non-Convertible Debentures
and Bank Loan facilities.

A detailed status of the Credit Ratings are provided in the
Corporate Governance Report forming part of this Annual Report.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Section 124 of the Act, read with Investors Education
and Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016, all unpaid or unclaimed dividends are required
to be transferred by the Company to the Investors Education and
Protection Fund (IEPF) established by the Central Government
of India, after the completion of seven years. Further, all shares in
respect of which dividend has not been paid or claimed for seven
consecutive years or more shall also be required to be transferred
by the Company to the Demat Account of the IEPF Authority.

As per the Scheme of Arrangement between Sterlite
Technologies Limited ("Demerged Company”) and STL Networks
Limited ("Resulting Company/ Company”) and their respective
shareholders under Sections 230 to 232 of Act ("Demerger
Scheme”) and pursuant to the provisions of Section 124 of the
Act read with the Investor Education and Protection Fund Rules,
2016, the Resulting Company has transferred to the IEPF the
same number of equity shares, that had already been transferred
by the Demerged Company to IEPF, on April 28, 2025 i.e., date of
allotment.

There were no unclaimed dividends due for transfer to the IEPF
during the financial year 2025-26.

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 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
engagement.

As on the financial year March 31, 2026, the permanent employees
on the rolls of the Company were 412.

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 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 Company''s 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 athttps://
inveniatech.com/wp-content/uploads/2025/06/POSH-Policy.pdf.

An Internal Complaints Committee (ICC), duly constituted as per
the policy, ensures that any concerns are addressed promptly,
fairly, and confidentially.

Status of complaints for the financial year under review is as
follows:

As required under Rule 8(5)(xiii) of the Companies (Accounts)
Rules, 2014, the Company has complied with the applicable
provisions relating to the Maternity Benefit Act, 1961 during
Financial Year 2025-26.

EMPLOYEES STOCK OPTION SCHEME

The Below mentioned 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:

1. 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.

During the year under review the Company had allotted
following equity shares to various employees who had
exercised their options:

Pursuant to regulation 13 of SEBI ESOP Regulations, 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 members of
the Company.

Disclosures with respect to Stock Options, as required under
Regulation 14 of the Regulations, are available in Notes to
the Financial Statements and can also be accessed on the
Company''s website athttps://inveniatech.com/investor-
relations/.

2. STL Networks Limited - Employee Stock Option Scheme -
2025

During the financial year under review, on January 07, 2026,
the Nomination and Remuneration Committee approved
the total grant of 24,67,918 (Twenty-Four Lacs Sixty-Seven
Thousand Nine Hundred Eighteen) stock options to 46
eligible employees under the Scheme.

Pursuant to regulation 13 of SEBI ESOP Regulations, 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 members of
the Company.

The applicable disclosures for the aforementioned schemes,
pursuant to Regulation 14 of SEBI ESOP Regulations and
Rule 12(9) of the Companies (Share Capital and Debentures)
Rules, 2014, is available on the Company''s website at the
weblinkhttps://inveniatech.com/investor-relations/.

The Certificates from the Secretarial Auditors of the
Company certifying that the Scheme is being implemented
in accordance with the SEBI ESOP Regulations and the
resolution passed by the Members, will be available for
inspection during the meeting in electronic mode upon login
to thehttps://evoting.kfintech.com Portal.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act,
and Companies (Management and Administration) Rules, 2014,
the Annual Return of the Company containing the particulars as
prescribed under Section 92 of the Act in Form MGT-7 is available
on the Company''s website at the weblinkhttps://inveniatech.
com/wp-content/uploads/2026/08/Draft-MGT-7.pdf

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 VI.

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. In terms of proviso to Section 136(1)
of the Act, the annual report is being sent to the Shareholders,
excluding the aforesaid Annexure. The said Statement is also
open for electronic inspection during the working hours. Any
member interested in obtaining a copy of the same may write
to the Company Secretary at[email protected]. None
of the employees listed in the said Annexure are related to any
Director of the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Act, the Board of Directors,
to the best of their knowledge, hereby state and confirm the
following:

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 had 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 at
the end of the financial year and of the profit and loss of the
Company for that period;

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.

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 VII.

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.

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.

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 material changes or commitments affecting the
financial position of the Company that occurred between the
end of the financial year and the date of this Report, except as
specifically disclosed elsewhere in this Report. No other material
developments have occurred during the said period that require
disclosure under the applicable provisions of the Act, or that may
have a significant impact on the affairs of the Company.

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.

SIGNIFICANT DEVELOPMENTS AFTER THE CLOSE OF THE
FINANCIAL YEAR

No significant change or development, that could affect the
Company''s financial position, has occurred during the end of the
financial year and the date of this Report.

OTHER DISCLOSURES

There were no transactions on the following matters during the
year under review and hence no reporting or disclosure is required:

• There is no proceeding pending under the Insolvency and
Bankruptcy Code, 2016.

• There was no instance of one-time settlement with any Bank
or Financial Institution.

• Issue of shares (including sweat equity shares) to employees
of the Company under any scheme save and except
Employees'' Stock Option Scheme referred to in this Report.

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

Ankit Agarwal Chandrasekhara Rao Battula

Vice Chairman & Non- Interim CEO &

Executive Director Whole Time Director

DIN:03344202 DIN: 11763871

Date: July 28, 2026 Date: July 28, 2026

Place: Mumbai, Maharashtra Place: Mumbai, Maharashtra

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:

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

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