Sterlite Technologies Limited. - AGM Information 2021

www.stl.tech

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August 3, 2021

National Stock Exchange of India Limited

Exchange Plaza, 5[th] Floor, Plot No. C-1, G Block, Bandra Kurla Complex, Bandra (East) Mumbai - 400 051.

BSE Limited Phirozee Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001.

Subject: Notice of the 22[nd] Annual General Meeting (‘AGM’) of Sterlite Technologies Limited

Ref.: Scrip ID - STLTECH/ Scrip Code – 532374

Dear Sirs,

Please find enclosed herewith the Notice of the 22[nd] AGM of the Company, to be held on Thursday, August 26, 2021.

Request you to take note of the same.

Thanking you,

Yours faithfully,

For Sterlite Technologies Limited

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Amit Deshpande

Company Secretary (ACS 17551)

Enclosure: As above

Sterlite Technologies Limited Registered office: 4th Floor, Godrej Millennium, Koregaon Road 9, STS 12/1, Pune, Maharashtra- 411 001, India. CIN - L31300PN2000PLC202408

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STERLITE TECHNOLOGIES LIMITED

CIN - L31300PN2000PLC202408

Regd. Office: 4th Floor, Godrej Millennium, Koregaon Road 9, STS 12/1, Pune - 411001 Maharashtra, India Email - [email protected] ; Website – www.stl.tech; Phone: +91 20 30514000; Fax: +91 20 30514113

Notice

NOTICE is hereby given that the Twenty Second Annual General Meeting (“AGM”) of the members of Sterlite Technologies Limited will be held on Thursday, August 26, 2021 at 9.00 A.M. (IST) through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) to transact the following businesses:

has received a notice in writing from a Member under Section 160 of the Act proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a term of 5 (five) consecutive years with effect from January 20, 2021 upto January 19, 2026.

ORDINARY BUSINESS:

a) To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2021 and the reports of the Board of Directors and the Auditors thereon.
b) To receive, consider and adopt the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2021 and the Report of the Auditors thereon.
To declare Dividend of ` 2/- per Equity Share for the financial year ended March 31, 2021.
To appoint a Director in place of Mr. Anil Kumar Agarwal (DIN 00010883), who retires by rotation and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS :

To appoint Mr. S Madhavan as an Independent Director

To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution :

RESOLVED FURTHER THAT any Director of the

Company and the Company Secretary be and are hereby severally authorised to file the necessary forms with the Registrar of Companies and to do all such acts, deeds, things, as may be necessary to give effect to this resolution.”

5. To appoint Mr. B J Arun as an Independent Director

To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution :

“ RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”), and the Rules made there under, [including any statutory modification(s) or re-enactment thereof, for the time being in force], Mr. B J Arun (DIN 02497125), who was appointed by the Board of Directors as an Additional (Independent) Director of the Company with effect from January 20, 2021, and who holds office upto the date of this AGM in terms of Section 161 of the Act, and in respect of whom the Company has received a notice in writing from a Member under Section 160 of the Act proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a term of 5 (five) consecutive years with effect from January 20, 2021 upto January 19, 2026.

RESOLVED FURTHER THAT any Director of the

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6. To appoint Mr. Ankit Agarwal as a Whole-Time Director

To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution :

“ RESOLVED THAT pursuant to the provisions of Sections 196, 197 and other applicable provisions of the Companies Act, 2013, rules, circulars, orders and notifications issued thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), read with Schedule V of the Companies Act, 2013, Mr. Ankit Agarwal (DIN 03344202), who was appointed by the Board of Directors as an Additional (Whole-time) Director of the Company with effect from January 20, 2021, and who holds office upto the date of this AGM in terms of Section 161 of the Act, and in respect of whom the Company has received a notice in writing from a Member under Section 160 of the Act proposing his candidature for the office of Director, be and is hereby appointed as as a Whole-time Director of the Company, liable to retire by rotation, for a period of 5 (five) consecutive years with effect from January 20, 2021 upto January 19, 2026, on the terms and conditions including remuneration, as contained in the draft of the Agreement to be entered into between the Company and Mr. Ankit Agarwal, material terms of which are set out in the explanatory statement attached hereto, with liberty to the Board of Directors (hereinafter referred to as “the Board”, which term shall include the Nomination and Remuneration Committee of the Board constituted for the purpose) to alter and vary from time to time, the terms and conditions of the said re-appointment and/or remuneration as it may deem fit and as may be acceptable to Mr. Ankit Agarwal, subject to the same not exceeding the applicable limits as specified in Section 197 read with Schedule V of the Act or any statutory modification(s) or re-enactment thereto.

RESOLVED FURTHER THAT the Board be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

7. To approve remuneration of Cost Auditor

To consider and, if thought fit, to pass the following resolution, as an Ordinary Resolution :

“ RESOLVED THAT pursuant to provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 14 of Companies (Audit and Auditors) Rules, 2014 [including any

statutory modification(s) or re-enactment thereof, for the time being in force], approval of the Company be and is hereby accorded to payment of remuneration of ` 90,000/- plus applicable taxes, and reimbursement of actual travel and out-of-pocket expenses, if any, to Mr. Kiran Naik, Cost Accountant (Registration Number 10927) for conducting the audit of the cost records of the Company for the Financial Year 2021-22.

RESOLVED FURTHER THAT the Board of Directors of the Company and/or the Audit Committee be and is hereby authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

8. To approve Divestment / dilution / disposal of investment in subsidiaries

To consider and, if thought fit, to pass the following resolution, as a Special Resolution :

“ RESOLVED THAT in terms of Section 180(1)(a) of the Companies Act, 2013 (“Act”) read with Regulation 24 and other applicable regulations, if any, of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”) and to the extent applicable, of the Act, the Memorandum and Articles of Association of the Company and subject to such other requisite approvals of all concerned statutory and regulatory authorities and departments, person(s), if and to the extent necessary (including approval of the lenders), and such other approvals, permissions and sanctions as may be required, consent of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as “Board”, which term shall include a Committee thereof) for divestment / dilution / disposal / change in control of any of its investment(s) in subsidiaries’ or selling / leasing or otherwise dealing in asset(s) of its material subsidiaries, partly or fully, on such terms and conditions and in such manner as the Board may in its absolute discretion, decide or as it may deem fit in the best interest of the Company:

RESOLVED FURTHER THAT any Whole-time Director or Chief Financial Officer or Company Secretary of the Company be and are hereby severally authorized do all such acts, deeds and matters in connection with and incidental hereto as may be necessary to give effect to the this resolution.”

9. Raising of the funds through Qualified Institutional Placement (QIP) / External Commercial Borrowings

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(ECBs) with rights of conversion into Shares / Foreign Currency Convertible Bonds (FCCBs) / American Depository Receipts (ADRs) / Global Depository Receipts (GDRs) /Optionally or Compulsorily Convertible Redeemable Preference Shares (OCPs/CCPs) etc. pursuant to Section 62 of Companies Act, 2013

To consider and, if thought fit, to pass the following resolution, as a Special Resolution:

“ RESOLVED THAT pursuant to the provisions of Sections 23, 42, 62(1)(a), 62(1)(c), 71, 179 and other applicable provisions, if any, of the Companies Act, 2013 (“ Companies Act ”), the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Companies (Share Capital and Debentures) Rules, 2014 and other applicable rules made thereunder (including any amendment(s), statutory modification(s) or re-enactment thereof), the provisions of the Memorandum of Association and the Articles of Association of the Company and in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (“ SEBI Regulations ”), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“ SEBI Listing Regulations ”), the listing agreements entered into by the Company with BSE Limited and National Stock Exchange of India Limited (“ Stock Exchanges ”) on which the equity shares having face value of ` 2/- each of the Company (“ Equity Shares ”) are listed, the provisions of the Foreign Exchange Management Act, 1999 and rules and regulations framed thereunder, as amended (the “ FEMA ”), including the Foreign Exchange Management (Non-debt Instruments) Rules, 2019, as amended, Foreign Exchange Management (Debt Instruments) Rules, 2019, as amended, the Issue of Foreign Currency Convertible Bonds and Ordinary Shares (Through Depository Receipt Mechanism) Scheme, 1993, as amended, the Depository Receipts Scheme, 2014, as amended, the extant Consolidated FDI Policy issued by the Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, Government of India, the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, as amended, (the “ Debt Listing Regulations ”), the Reserve Bank of India Master Directions on Foreign Investment in India, 2018 and subject to other applicable rules, regulations and guidelines issued by the Ministry of Corporate Affairs (“ MCA ”), the relevant Registrar of Companies, Securities and Exchange Board of India (“ SEBI ”), Reserve Bank of India (“RBI”),

Government of India (“ GoI ”), Stock Exchanges and / or any competent statutory, regulatory, governmental or any other authorities (herein referred to as “ Applicable Regulatory Authorities ”), from time to time and to the extent applicable, and subject to such approvals, permissions, consents and sanctions as may be necessary or required from the Applicable Regulatory Authorities in this regard and further subject to such terms and conditions or modifications as may be prescribed or imposed by any or all of them while granting any such approvals, permissions, consents and / or sanctions, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “ Board ”, which term shall include any committee thereof which the Board may duly have constituted or may hereinafter constitute to exercise its powers including the powers conferred by this Resolution), consent, authority and approval of the Members of the Company, be and is hereby accorded to the Board and the Board be and is hereby authorised to create, offer, issue and allot (including with provisions for reservations on firm and/ or competitive basis, or such part of issue and for such categories of persons, including employees, as may be permitted) such number of equity shares and equity linked instruments, including convertible preference shares, non-convertible debt instruments along with warrants, fully convertible debentures, partly convertible debentures, and/or any other securities convertible into equity shares (including warrants or otherwise), Global Depository Receipts (“ GDRs ”), American Depository Receipts (“ ADRs ”), Foreign Currency Convertible Bonds (“ FCCBs ”), (all of which are hereinafter collectively referred to as “ Securities ”) or any combination of Securities, in one or more tranches, whether Rupee denominated or denominated in one or more foreign currencies in the course of international and / or domestic offerings, in one or more foreign markets and/or domestic markets, through public and/ or private offerings and/or rights offering and/ or by way of Qualified Institutions Placement(“ QIP ”), or any combination thereof, through issue of prospectus and/or preliminary placement document, placement document and/or other permissible/ requisite offer documents to any eligible person, including Qualified Institutional Buyers (“ QIBs ”) as defined under the SEBI ICDR Regulations in accordance with Chapter VI of the SEBI Regulations, or otherwise, including foreign/ resident investors (whether institutions, incorporated bodies, mutual funds, individuals or otherwise), venture capital funds (foreign or Indian), alternate investment funds, foreign institutional investors, foreign portfolio investors, qualified foreign investors, Indian and/or multilateral financial institutions, mutual funds, non-

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resident Indians, stabilizing agents, pension funds and/or any other categories of investors, whether they be holders of Securities of the Company or not (collectively called the “ Investors ”), as may be decided by the Board in its discretion and permitted under applicable laws and regulations, for an aggregate consideration of up to ` 1,000 crores (Rupees One Thousand Crores only) (inclusive of such premium as may be fixed on such Securities) at such time or times, at such price or prices, at a discount or premium to market price or prices, as permitted under applicable laws and in such manner and on such terms and conditions including security, rate of interest etc. and any other matters incidental thereto as may be deemed appropriate by the Board at its absolute discretion including the discretion to determine the categories of Investors to whom the offer, issue and allotment of Securities shall be made to the exclusion of other categories of Investors at the time of such creation, offer, issue and allotment considering the prevailing market conditions and other relevant factors and wherever necessary in consultation with book running lead manager(s) and/or underwriter(s) and/or other advisor(s) appointed and/or to be appointed by the Board, in foreign currency and/ or equivalent Indian Rupees as may be determined by the Board, or in any convertible foreign currency, as the Board in its absolute discretion may deem fit and appropriate (the “ Issue ”).

RESOLVED FURTHER THAT if any issue of Securities is made by way of a QIP in terms of Chapter VI of the SEBI Regulations:

(a) the allotment of the Securities, or any combination of Securities as may be decided by the Board, shall be completed within 365 days from the date of passing of the special resolution by the Members or such other time as may be allowed under the SEBI Regulations from time to time;
(b) the Securities shall not be eligible to be sold by the allottee for a period of 1 year from the date of allotment, except on a recognized stock exchange, or except as may be permitted under the SEBI ICDR Regulations;
(c) the relevant date for the purpose of pricing of the Securities shall be the date of the meeting in which the Board decides to open the QIP and at such price being not less than the price determined in accordance with the pricing formula provided under Chapter VI of the SEBI Regulations;
(d) the minimum number of allottees shall not be less than two, where the issue size is less than or equal to 250 crores and five, where the issue size is greater than 250 crores;
(e) in the event that convertible securities and/or warrants which are convertible into Equity Shares of the Company are issued along with nonconvertible debentures to QIBs under Chapter VI of the SEBI ICDR Regulations, the relevant date for the purpose of pricing of such securities, shall be the date of the meeting in which the Board (or relevant committee thereof) decides to open the issue of such convertible securities and/or warrants simultaneously with non-convertible debentures or any other date in accordance with applicable law and such Securities shall be issued at such price being not less than the price determined in accordance with the pricing formula provided under Chapter VI of the SEBI ICDR Regulations; and
(f) the Board may, in accordance with applicable law, also offer a discount of not more than 5% or such percentage as permitted under applicable law on the price calculated in accordance with the pricing formula provided under the SEBI Regulations.

RESOLVED FURTHER THAT if any issue of Securities is made by way of a rights issue to the existing shareholders of the Company as on a record date to be determined, including reservation of Equity Shares in favour of holders of outstanding convertible debt instruments, if any, as on a record date to be determined, in terms of Chapter III of the SEBI Regulations (“ Rights Issue ”), the same shall be on such other terms and conditions as may be mentioned in the draft letter of offer and letter of offer to be issued by the Company in respect of the Rights Issue, including:

(a) rights to the existing shareholders to whom the offer is made to renounce, the Equity Shares being offered, in favour of any other person(s);
(b) the persons to whom the Equity Shares are being issued shall be entitled to apply for additional Equity Shares in the Rights Issue;
(c) the manner in which allotment of the additional Equity Shares, if any, shall be made in the proportion to be decided by the Board at its discretion;

4 Annual Report 2020-21

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(d) the Securities to be so created, offered, issued, and allotted shall rank pari passu in all respects with the existing Securities of the Company except for payment of dividend which will be pro-rata from the date of allotment and shall be subject to the provisions of the Memorandum of Association and the Articles of Association of the Company;
(e) the Board may dispose of the unsubscribed portion in such manner as it may think most beneficial to the Company;
(f) all monies received out of Rights Issue shall be transferred to a separate bank account maintained by the Company for the purpose of the Rights Issue;
(g) the Company shall utilize the monies received pursuant to the Rights Issue upon a confirmation from the lead manager(s) to the bankers by way of copies of listing and trading approvals that all formalities in connection with the issue have been completed, in accordance with the provisions of the SEBI Regulations and other applicable laws;
(h) details of all monies utilised out of the Rights Issue referred to in (g) hereinabove shall be disclosed under an appropriate separate head in the balance sheet of the Company indicating the purpose for which such monies had been utilized, or in any other manner as may be required under the applicable laws; and
(i) details of all unutilised monies out of the Rights Issue, if any, shall be disclosed under an appropriate separate head in the balance sheet of the Company indicating the form in which such unutilised monies have been invested, or in any other manner as may be required under the applicable laws.

RESOLVED FURTHER THAT the issue to the holders of the Securities, which are convertible into or exchangeable with Equity Shares at a later date shall be, inter alia, subject to the following terms and conditions:

(a) in the event the Company is making a bonus issue by way of capitalization of its profits or reserves prior to the allotment of the Equity Shares, the number of Equity Shares to be allotted shall stand augmented in the same proportion in which the equity share capital increases as a consequence

of such bonus issue and the premium, if any, shall stand reduced pro tanto;

(b) in the event the Company is making a rights offer by issue of Equity Shares prior to the allotment of the Equity Shares, the entitlement to the Equity Shares will stand increased in the same proportion as that of the rights offer and such additional Equity Shares shall be offered to the holders of the Securities at the same price at which the same are offered to the existing shareholders;
(c) in the event of merger, amalgamation, takeover or any other re-organization or restructuring or any such corporate action, if and as required, the number of Equity Shares, the price and the time period as aforesaid shall be suitably adjusted; and
(d) in the event of consolidation and/or division of outstanding Equity Shares into smaller number of Equity Shares (including by way of stock split) or re-classification of the Securities into other securities and/or involvement in such other event or circumstances which in the opinion of concerned stock exchange requires such adjustments, necessary adjustments will be made.

RESOLVED FURTHER THAT in pursuance of the aforesaid resolution the Equity Shares that may be issued by the Company (including issuance of the Equity Shares pursuant to conversion of any Securities, as the case may be in accordance with the terms of the offering) shall rank pari passu with the existing Securities of the Company in all respects.

RESOLVED FURTHER THAT in the event the Securities are proposed to be issued as ADRs or GDRs, the relevant date for the purpose of pricing the Securities shall be the date of the meeting in which the Board decides to open the issue of such Securities in accordance with the Depository Receipts Scheme, 2014 (including any amendment or replacement/ substitution thereof) and other applicable pricing provisions issued by the Ministry of Finance.

RESOLVED FURTHER THAT in the event the Securities are proposed to be issued as FCCBs, the relevant date for the purpose of pricing the Securities shall be the date of the meeting in which the Board decides to open the issue of such Securities in accordance with the Issue of Foreign Currency Convertible Bonds and Ordinary Shares (through the Depository Receipt Mechanism) Scheme, 1993 (including any amendment

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or replacement/substitution thereof) and other applicable pricing provisions issued by the Ministry of Finance.

RESOLVED FURTHER THAT in pursuance of the aforesaid resolutions:

(a) the Securities to be so created, offered, issued and allotted shall be subject to the provisions of the Memorandum of Association and Articles of Association of the Company; and
(b) the Securities to be created, offered, issued and allotted in terms of this Resolution (including issuance of the Equity Shares pursuant to conversion of any Securities as the case may be in accordance with the terms of the offering), shall rank pari passu in all respects with the existing Securities of the Company.

RESOLVED FURTHER THAT for the purpose of giving effect to any creation, offer, issue or allotment of Equity Shares and/ or Securities or instruments representing the same, the Board be and is hereby authorised on behalf of the Company to seek listing of any or all of such Securities, on one or more Stock Exchanges in India or outside India and the listing of Equity Shares underlying the ADRs and/or GDRs on the Stock Exchanges in India.

RESOLVED FURTHER THAT the Board of Directors or person(s) as may be authorized by the Board, be and is/are hereby severally authorized to do all such acts, deeds, matters and things as it may be considered necessary, desirable or expedient including to resolve and settle any questions and difficulties that may arise in connection with the proposed creation, offer, issue and allotment of the Securities.

RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers herein conferred, to a committee of the Board or any such persons as it may deem fit in its absolute discretion, with the power to take such steps and to do all such acts, deeds, matters and things as they may deem fit and proper for the purposes of the issue(s) and settle any questions or difficulties that may arise in regard to the issue(s).”

By order of the Board of Directors of Sterlite Technologies Limited

Date: July 22, 2021 Amit Deshpande Place: Pune Company Secretary & Corporate General Counsel

NOTES:

In view of the continuing Covid-19 pandemic, social distancing norms to be followed and pursuant to General Circular numbers 14/2020, 17/2020, 20/2020 and 02/2021 dated April 8, 2020, April 13, 2020, May 5, 2020 and January 13, 2021, respectively, issued by the Ministry of Corporate Affairs and Circular Nos. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 and SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021, respectively issued by the Securities and Exchange Board of India (hereinafter collectively referred to as “Applicable Circulars”), the AGM of the Company is being conducted through VC/OAVM and does not require physical presence of members at a common venue.
In terms of the Circulars, since physical attendance of Members has been dispensed with the facility for appointment of proxies by the Members is not be available for this AGM. However, Corporate Members are entitled to appoint authorised representatives under section 113 of the Companies Act 2013, to attend and participate at the AGM through VC/OAVM and cast their votes either by way of remote e-voting and voting electronically at the meeting.
The Company has availed the services of KFin Technologies Private Limited, (KFintech) Registrar and Transfer Agent of the Company, as the authorized agency for conducting of the AGM through VC/OAVM and providing e-voting facility. Detailed instructions for e-voting and procedure for joining the AGM through VC / OAVM are annexed to this Notice.
Members attending the AGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.
In compliance with the aforesaid circulars, the Notice of the AGM and Annual Report are being sent only through electronic mode to the Members whose e-mail addresses are registered with the Company or the Depository Participant(s). The Notice and Annual Report 2020-21 will also be available on the Company’s website www.stl.tech, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of KFintech at https:// evoting.kfintech.com.
Shareholders who have not registered their e-mail address or registered an incorrect email address and in consequence Notice of the AGM and Annual Report could not be serviced, may also temporarily

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get their email address and mobile number provided with KFintech, by clicking the link: https://ris.kfintech. com/clientservices/mobilereg/mobileemailreg.aspx for sending the same. Alternatively, member may send signed copy of the request letter providing the e-mail address, mobile number, self-attested PAN copy along with client master copy (in case of electronic folio)/copy of share certificate (in case of physical folio) via e-mail at the e-mail id [email protected] for obtaining the Notice of the AGM and Annual Report by email.

The Register of Members and Share Transfer Books will remain closed from Tuesday, August 24, 2021 to Thursday, August 26, 2021 (both days inclusive) for determining the names of members eligible for dividend on Equity Shares, if declared at the Meeting.
If Dividend on Equity Shares as recommended by the Board of Directors for the financial year ended March 31, 2021 is approved at the AGM, payment of such dividend will be made within a period of 30 days from the date of declaration as under –
a) To all Beneficial Owners in respect of shares held in dematerialized form as per the data as may be made available by the National Securities Depository Limited and the Central Depository Services (India) Limited as of the close of business hours on Monday, August 23, 2021.
b) To all Members in respect of shares held in physical form after giving effect to valid transfers in respect of transfer requests lodged with the Company on or before the close of business hours on Monday, August 23, 2021.
Payment of dividend shall be made through electronic mode to the Members who have updated their bank account details. Dividend warrants / demand drafts will be despatched to the registered address of the members who have not updated their bank account details, at the earliest once the normalcy is restored.

In order to receive dividend/s in a timely manner, Members are requested to register / update their complete bank details:

a) with their Depository Participant(s) with whom they maintain their demat accounts if shares are held in dematerialised mode by submitting the requisite documents, and
b) with KFintech, if shares are held in physical mode, by submitting (i) scanned copy of the signed

request letter which shall contain shareholder’s name, folio number, bank details (Bank account number, Bank and Branch Name and address, IFSC, MICR details), (ii) self-attested copy of the PAN card and (iii) cancelled cheque leaf.

Pursuant to Finance Act, 2020, dividend income will be taxable in the hands of the shareholders w.e.f. April 1, 2020 and the Company is required to deduct tax at source (“TDS”) from dividend paid to the Members at prescribed rates in the Income Tax Act, 1961 (“the IT Act”). In general, to enable compliance with TDS requirements, Members are requested to complete and / or update their Residential Status, PAN, Category as per the IT Act with their Depository Participants or on the portal of KFIN, which can be accessed at https://ris.kfintech.com/clientservices/mobilereg/ mobileemailreg.aspx. For details, Members may refer to the “Communication on TDS on Dividend Distribution” being sent with this Notice of AGM.
Members holding shares in dematerialized form are requested to intimate all changes pertaining to their bank details, NECS, ECS mandates, power of attorney, change of address/name/email address(es), etc. to their Depository Participant only and not to the Company’s Registrar and Share Transfer Agent. Changes intimated to the Depository Participant will automatically get reflected in the Company’s records which will help the Company and its Registrar and Share Transfer Agent to provide efficient and better service to the Members. Members holding shares in physical form are requested to advice such changes, if any, to KFIN.
MCA and SEBI has mandated that securities of listed companies can be transferred only in dematerialised form w.e.f. April 1, 2019. except in case of request received for transmission, deletion of names of the deceased or transposition of names and relodged transfers of securities. Further, SEBI vide its circular no. SEBI/HO/MIRSD/RTAMB/ CIR/P/2020/236 dated December 2, 2020 had fixed March 31, 2021 as the cut-off date for re-lodgement of transfer deeds and the shares that are re-lodged for transfer shall be issued only in demat mode. Members holding shares in physical form are advised to avail of the facility of dematerialization by contacting a Depository Participant of their choice.
The members who are interested availing nomination facility may obtain the necessary application from KFIN.
SEBI has mandated the submission of Permanent Account Number (PAN) by every participant in

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securities market. SEBI has also emphasized the need to make payment of dividend through e-payment and made it mandatory to print Bank Account details on Dividend Warrant. In view of the same, Members holding shares in electronic form are requested to submit their PAN and Bank Account details to their Depository Participants with whom they are maintaining their demat accounts, if not already done. Members holding shares in physical form can submit their PAN and bank account details to KFIN.

Non-Resident Indian Members are requested to inform KFIN, immediately of:
a) Change in their status from Non Resident to Resident on their return to India for permanent settlement.
b) Particulars of their bank account maintained in India with complete name, branch, account type, account number and address of the bank with pin code number, if not furnished earlier.
Members are requested to note that dividends not encashed or remaining unclaimed for a period of 7 years from the date of transfer to the Company’s Unpaid Dividend Account and the respective shares on which the dividend is unclaimed/unpaid shall be transferred to Investor Education and Protection Fund (“IEPF”) of the Central Government, established under Section 125 of the Companies Act, 2013. Further, pursuant to the provisions of Section 124 of the Act and IEPF Rules, all the shares on which dividend has not been paid or claimed for seven consecutive years or more shall be transferred to IEPF Authority.

The Company has transferred the unpaid or unclaimed dividends declared up to financial years 2012-13, from time to time to IEPF. The Company has been sending reminders to Members before transfer of such dividend(s) to IEPF.

The details of unpaid and unclaimed dividends lying with the Company as on March 31, 2021 are uploaded on the website of the Company and can be accessed through the link https://www.stl.tech/latest_disclosure. html. Members who have not so far encashed their dividend warrants for the years from 2013-14 to

2020-21 may approach KFintech, for payment thereof, to avoid transfer as per the dates mentioned below:

	to avoid transfer as	per the dates mentioned below:
	Dividend for the year	Due Date for Transfer to IEPF
	2013-14 2014-15	September 24,2021 September 9,2022
	2015-16 2016-17(Interim) 2016-17 2017-18	October 6,2023 December 9,2023 August 10,2024 August 2,2025
	2018-19	August 23,2026
	2019-20 2020-21	October 7,2027 October 2,2028

Members whose shares have been transferred to IEPF may claim the shares by making an application in Form IEPF-5. Detailed procedure and the required documentation for claiming the shares/dividend refund can be accessed at www.iepf.gov.in.

An Explanatory Statement pursuant to Section 102 (1) of the Companies Act, 2013, relating to the Special Businesses to be transacted at the meeting is annexed hereto.
As required under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”), and Secretarial Standard 2 on General Meetings, details in respect of Directors seeking re-appointment at the AGM, are separately annexed hereto.
All documents referred to in the above Notice and Explanatory Statement will be available electronically for inspection for Members between 2.00 p.m. and 5.00 p.m. on all working days (except Saturdays, Sundays and Holidays) up to the date of announcement of the voting results. Members seeking to inspect such documents can send an e-mail to [email protected]
Since the AGM being held through VC/OAVM, the Route Map, Attendance Slip and proxy form are not attached to this Notice.

By order of the Board of Directors of Sterlite Technologies Limited

Amit Deshpande Company Secretary & Corporate General Counsel

Date: July 22, 2021 Place: Pune

Annual Report 2020-21

Notice

DETAILS OF DIRECTORS SEEKING APPOINTMENT AND RE-APPOINTMENT AT THE AGM

Pursuant to Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-2 on General Meetings

Name of the Director	Mr. Anil Kumar Agarwal	Mr. S Madhavan	Mr. B J Arun	Mr. Ankit Agarwal
DIN	00010883	06451889	02497125	03344202
Date of Birth	07-Sep-1952	27-Oct-1956	17-Dec-1962	01-Dec-1983
Date of frst	30-Oct-2006	20-Jan-2021	20-Jan-2021	20-Jan-2021
appointment on the
Board
Experience including	Mr. Anil Kumar Agarwal	Mr. Madhavan is a fellow	Mr. B.J Arun has founded	Mr. Ankit Agarwal has been
expertise in specifc	founded the Sterlite Group	member of the Institute	and led multiple successful	a driving force behind the
functional area)/Brief	in 1979. In over three	of Chartered Accountants	ventures in Silicon Valley. He	international expansion
Resume	decades, the Group, under	of India and also has an	founded California Digital,	of STL’s optical network
	his leadership and with his	MBA from IIM, Ahmedabad.	a Linux-based HPC leader,	solutions, establishing
	strategic guidance, has	He has had a long	Librato, a software company,	its presence in over 100
	grown into a pioneering	and illustrious career in	and was most recently	countries. He joined STL
	global company. His	accounting and tax and	the CEO of July Systems	after starting his career
	entrepreneurial style of	retired as a senior partner in	- a location-based mobile	as an Investment Banking
	identifying and turning	PricewaterhouseCoopers,	management platform. He	Analyst at Deutsche Bank
	around companies has led	after holding leadership	was instrumental in scaling	and leading Corporate
	the Group’s expansive and proftable growth. He is also	positions over a 15 year career. Mr. Madhavan started	these companies and fnding synergistic exits by merging	Strategy at Vedanta Resources. An MBA from
	known for his commitment	his career in Hindustan	them with global technology	London Business School
	to ensuring that the growth	Unilever Ltd. and spent	giants like SolarWinds and	and a deep believer in
	and proftability of the Group aids the eradication	several years there. He has also held senior committee	Cisco. An industry leader, Arun is currently the Vice	innovation and customer- frst approach, Ankit leads
	of poverty through	positions in leading	Chairman of TiE Global.	the Connectivity Solutions
	development initiatives	Chambers of Commerce	He has also served as the	Business and drives the
	within the communities in	such as ASSOCHAM and	President of the TiE Silicon	development and delivery
	which the Group operates.	FICCI. He currently holds	Valley Chapter and remains	of next-gen solutions for
	Mr. Agarwal has over 40	directorial positions in some	dedicated to fostering	the world’s leading network
	years of entrepreneurial and	of the top listed companies	entrepreneurship in the	creators.
	business experience.	in India such as HCL	technology community.
		Technologies, ICICI Bank,
		UFO Moviez and Transport
		Corporation of India. He
		is a leading exponent of
		corporate governance
		through his board and
		committee work.
Justifcation for	NA	Mr. Madhavan is a	Mr. Arun is a seasoned	NA
choosing for		powerhouse of experience	entrepreneur and has
appointment as		in mentoring some of the	played a key role in building
Independent Director		biggest and fastest-growing	companies in the technology
		companies. His expertise	space and will help provide
		will help the Company to	strategic guidance and
		provide a solid foundation	direction on the Company’s
		to establish technology	growth roadmap and
		leadership and proftable	focus capabilities in the
		growth across global markets	highly evolving digital
			communications industry.
Remuneration last	Nil	NA	NA	NA
drawn
Remuneration	Nil	As per Item No.4 of the	As per Item No.5 of the	As per Item No.6 of the
proposed to be paid **		Notice of this meeting read	Notice of this meeting read	Notice of this meeting read
		with explanatory statement	with explanatory statement	with explanatory statement

Sterlite Technologies Limited

Notice contd.

Name of the Director	Mr. Anil Kumar Agarwal	Mr. S Madhavan	Mr. B J Arun	Mr. Ankit Agarwal
Terms and Conditions	As per Item No.3 of the	As per Item No.4 of the	As per Item No.5 of the	As per Item No 6 of the
of Appointment/Re-	Notice of this meeting	Notice of this meeting read	Notice of this meeting read	Notice of this meeting,
appointment	read with explanatory	with explanatory statement,	with explanatory statement,	he is proposed to be
	statement, he is proposed to	he is proposed to be	he is proposed to be	appointed as Whole-Time
	be re-appointed	appointed as Independent	appointed as Independent	Director of the Company for
	as Non-Executive Director, liable to retire by rotation.	Director of the Company for a period of 5 (fve) years	Director of the Company for a period of 5 (fve) years	a period of 5 (fve) years commencing January 20,
		commencing January 20,	commencing January 20,	2021, liable to retire by
		2021, not liable to retire by	2021, not liable to retire by	rotation
		rotation	rotation
Directorships in other	1. Vedanta Limited	1. UFO Moviez India Limited	NA	1. Sterlite Power
Companies (Excluding Foreign Companies)	2. Anil Agarwal Foundation	2. ICICI Bank Limited 3. Transport Corporation of		Technologies Private Limited
		India Ltd		2. STL Digital Limited
		4. HCL Technologies Ltd		3. STL Networks Limited
		5. Life Style International		4. Twin Star Display
		Private Limited		Technologies Limited
		6. CBIX Technology Solutions		5. Sterlite Innovative
		Private Limited		Solutions Limited
		7. Regime Tax Solutions		6. Sterlite Tech Cables
		Private Limited		Solutions Limited
		8. ShopKhoj Content Private
		Limited
		9. Navasuja Foundation
		10. Scrabble Entertainment
		Limited
Memberships /	Nil	HCL Technologies Limited	NA	Nil
Chairmanships of		Chairman- Audit Committee,
other companies		Stakeholder’s Relationship
		Committee and Finance
		Committee Member - CSR
		Committee
		ICICI Bank Limited
		Chairman - Fraud Monitoring
		Committee
		Member - Audit Committee,
		Risk Committee
		UFO Moviez Ltd
		Chairman - Nominations and
		Remuneration Committee
		Member - Audit Committee
		Member - CSR Committee
		Transport Corporation of
		India Ltd
		Member - Nominations and
		Remuneration Committee
		and Audit Committee
		Lifestyle International Pvt
		Ltd
		Chairman - Audit Committee
		Scrabble Technologies Pvt.
		Ltd.
		Chairman - Audit Committee-

10 Annual Report 2020-21

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Notice
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Name of the Director	Mr. Anil Kumar Agarwal	Mr. S Madhavan	Mr. B J Arun	Mr. Ankit Agarwal
No. of shares held in	Nil*	3,000	Nil	8,05,041
the Company
Relationship with other	Brother of Mr. Pravin	NA	NA	Son of Mr. Pravin Agarwal,
Directors/KMPs	Agarwal, Vice Chairman &			Vice Chairman &
	Whole-time Director			Whole-time Director
No. of Board Meetings	02	02	02	02
attended during the year

*Sterlite Technologies Limited is a majority-owned and controlled subsidiary of Twin Star Overseas Limited (TSOL). Volcan Investments Limited (Volcan) holds 100 percent of the share capital and the voting rights of TSOL. Volcan is a holding company, 100 percent beneficially owned and controlled by the Anil Agarwal Discretionary Trust (Trust). Conclave PTC Limited (Conclave) is the trustee of the Trust and the sole registered shareholder of Volcan. TSOLs shares are beneficially owned by Volcan which may be deemed to be beneficially owned by the Trust, of which Mr. Anil Agarwal is the protector and with effect from October 16, 2014, one of the beneficiaries.

**Excluding sitting fees for attending meetings

EXPLANATORY STATEMENT

[Pursuant to Section 102 of the Companies Act, 2013 (‘the Act’)]

Copy of the draft letter for appointment of Independent Directors setting out the terms and conditions is available for inspection by the members in the manner provided in the Notes to this Notice of AGM.

ITEM 4 & 5

Upon the recommendation of the Nomination and Remuneration Committee (NRC), the Board of Directors had appointed Mr. S Madhavan and Mr. BJ Arun as Additional (Independent) Directors of the Company effective January 20, 2021, pursuant to Section 161 of the Act, 2013. Mr. S Madhavan and Mr. BJ Arun hold office upto the date of ensuing AGM of the Company.

The Company has received a notice in writing from a member proposing candidatures of Mr. S Madhavan and Mr. BJ Arun for the offices of Independent Directors, to be appointed as such under Section 149 of the Act. The Company has received declarations from Mr. S Madhavan and Mr. BJ Arun to the effect that they meet the criteria of independence as provided in the Act and the Listing Regulations.

In the opinion of the Board, the Independent Directors fulfill the conditions specified in Section 149, 152 and Schedule IV of the Companies Act, 2013 read with Companies (Appointment and Qualifications of Directors) Rules, 2013 and are independent of the management.

The Board recommends the appointment of Mr. S Madhavan and Mr. BJ Arun as Independent Directors as set out in Item Nos. 4 to 5 for the approval of the shareholders of the Company.

Except for the Independent Directors being appointees, none of the Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested, financial or otherwise, in the proposed Ordinary Resolutions as set out in Item No. 4 and 5 of this Notice.

Accordingly, it is proposed to appoint Mr. S Madhavan and Mr. BJ Arun as Non-Executive Independent Directors of the Company for a term of 5 (five) consecutive years with effect from January 20, 2021 upto January 19, 2026, pursuant to Section 149, and other applicable provisions of the Act and the Rules made thereunder. They will not be liable to retire by rotation.

Brief profiles of Mr. S Madhavan and Mr. BJ Arun is given as a part of the Annual Report. Relevant details under the Listing Regulations and SS-2, issued by the Institute of Company Secretaries of India, have been also provided elsewhere in this Notice.

ITEM 6

Upon the recommendation of the NRC, the Board of Directors had appointed Mr. Ankit Agarwal as Additional (Whole-time) Director of the Company effective January 20, 2021, pursuant to Section 161 of the Act, 2013. He holds office upto the date of ensuing AGM of the Company.

It is proposed to appoint Mr. Ankit Agarwal as Whole-time Director of the Company for a term of 5 (five) consecutive years with effect from January 20, 2021 upto January 19, 2026, in accordance with the provisions of Sections 196, 197 and 203 and Schedule V of the Companies Act, 2013.

Sterlite Technologies Limited

Notice contd.

Brief profile of Mr. Ankit Agarwal is given is given as a part of the Annual Report. Relevant details under the Listing Regulations and SS-2, issued by the Institute of Company Secretaries of India, have been also provided elsewhere in this Notice. Requisite Notice under Section 160 of the Act proposing the appointment of Mr. Ankit Agarwal has been received by the Company.

The terms of appointment of Mr. Ankit Agarwal are as under:

I. Period of Appointment: January 20, 2021 to January 19, 2026
II. Remuneration:
Salary and Personal Allowance: Basic Salary and Personal Allowance payable to Mr. Ankit Agarwal shall be subject to a maximum limit of ` 10,00,00,000/- (Rupees Ten Crores only) per annum, as may be determined by the Board from time to time.
Perquisites:

In addition to salary and personal allowance as above, Mr. Ankit Agarwal will be entitled to perquisites including House Rent Allowance (or Company owned/leased accommodation in lieu thereof as per Company’s rules), medical reimbursement, bonus, credit card and annual club membership fees, medical/accident insurance, servants and other benefits as per the rules of the Company and such perquisites as may be recommended by the NRC and approved by Board of Directors from time to time.

Reimbursement of expenses incurred for travelling, boarding and lodging including for spouse and attendant(s) during business trip(s), provision of car for use on the Company’s Business, telephone expenses at residence and club membership shall be reimbursed and not considered as perquisites.
Mr. Ankit Agarwal will be entitled to a performance based incentive as may be recommended by the NRC and approved by the Board of Directors every financial year.
Company’s contribution to Provident Fund, Superannuation or annuity Fund, Gratuity and Encashment of Leave as per the rules of the Company shall be in addition to the remuneration mentioned above.
The Nomination and Remuneration Committee of the Board of Directors may, at its discretion pay to Mr. Ankit Agarwal any remuneration within the limits here in above stipulated and revise or restructure the same from time to time, within these limits. The valuation of perquisites will be done at cost to the Company.

The total remuneration shall be restricted to the limits as prescribed in Section 197 read with Schedule V of the Companies Act, 2013.

For purposes of leave accumulation, gratuity, provident fund, superannuation and other benefits, the services of Mr. Ankit Agarwal will be considered as continuous and re-appointment on account of retirement of rotation will not be considered as any break in service.

In the event of loss or inadequacy of profits, the aforesaid remuneration will be paid as minimum remuneration in accordance with provisions of Schedule V of the Companies Act, 2013 and subject to applicable laws and such sanctions and approvals as may be required.

Other Terms

a. The Whole-time Director shall be entitled to compensation for loss of office as provided in Section 202 of the Companies Act, 2013.
b. No sitting fees shall be paid to the Whole-time Director for attending meetings of the Board of Directors or any Committee of the Board.
c. The contract of appointment of Mr. Ankit Agarwal is terminable by either the Board of Directors or by Mr. Ankit Agarwal giving to the other 90 days’ notice in writing.
d. In order to comply with the provision of Section 152 regarding number of Directors liable to retire by rotation, Mr. Ankit Agarwal will be considered to be liable to retire by rotation.
e. The Whole-time Director will perform his duties as such with regard to all work of the Company and he will manage and attend to such business and carry out the orders and directions given by the Board from time to time in all respects and conform to and comply with all such directions and regulations as may from time to time be given and made by the Board.

12 Annual Report 2020-21

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f. The Whole-time Director shall act in accordance with the Articles of Association of the Company and shall abide by the provisions contained in Section 166 of the Act with regard to duties of Directors.
g. The Whole-time Director shall adhere to the Company’s Code of Business Conduct & Ethics for Directors and Management Personnel.

Mr. Ankit Agarwal satisfies all the conditions set out in Part-I of Schedule V to the Act as also conditions set out under sub-section (3) of Section 196 of the Act for being eligible for his re-appointment. He is not disqualified from being appointed as Director in terms of Section 164 of the Act.

In view of the provisions of Sections 196, 197 and any other applicable provisions of the Companies Act, 2013, the Board believes that the Company has grown extensively under the guidance of Mr. Ankit Agarwal and that he possesses the necessary expertise and experience to accelerate the Company’s operations and achieve its vision and hence recommends the resolution appearing at Item No. 6 of the Notice for your approval.

The draft service agreement proposed to be entered into between the Company and Mr. Ankit Agarwal is available for inspection by the members in the manner provided in the Notes to this Notice of AGM.

Mr. Ankit Agarwal is interested in his appointment. In addition, Mr. Pravin Agarwal being father of Mr. Ankit Agarwal, may be deemed to be interested in this resolution. None of the Directors except as stated above and Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the proposed Special Resolution as set out in Item No. 6 of this Notice.

is required to be approved by the shareholders. Accordingly, approval of the members is sought for the resolution at Item No. 7 of the Notice.

None of the Directors or Key Managerial Personnel of the Company or their relatives have any concern or interest, financially or otherwise, in the proposed resolution.

ITEM 8

In terms of the ongoing business requirements and changing market conditions, the management envisages divestment / dilution / disposal / change in control of any of its investment(s) in subsidiaries, partly or fully, or selling / leasing or otherwise dealing in asset(s) of its material subsidiaries.

In terms of Regulation 24(5) of the Listing Regulations, a listed company shall not dispose of shares in its material subsidiary which would reduce its shareholding (either on its own or together with other subsidiaries) to less than 50% or cease the exercise of control over the material subsidiary without passing a special resolution in its general meeting. Further, in terms of Regulation 24(6) of the Listing Regulations, selling, disposing and leasing of assets amounting to more than twenty percent of the assets of the material subsidiary on an aggregate basis during a financial year shall require prior approval of shareholders by way of special resolution.

Since divestment / dilution / disposal / change in control of / selling / leasing or otherwise dealing in the Company’s or any of its subsidiaries’ investment(s) / asset(s) / undertaking(s), partly or fully, may attract the provisions of Section 180(1)(a) of the Companies Act, 2013 read with the provisions of Regulation 24 of the Listing Regulations, the approval of the shareholders is being sought specifically (where applicable), in terms of Regulation 24 of the Listing Regulations read with Section 180(1)(a) of the Companies Act, 2013.

ITEM 7

Upon the recommendation of the Audit Committee, the Board of Directors has approved appointment of Mr. Kiran Naik, Cost Accountant as Cost Auditor to conduct of the audit of cost records of the Company for the Financial Year 2021-22, at a remuneration of ` 90,000 plus taxes as applicable and reimbursement of actual travel and out of pocket expenses.

In terms of Section 148 of the Act read with Rule 14 of Companies (Audit and Auditors) Rules 2014, as amended from time to time, remuneration payable to the Cost Auditor

The Board recommends passing of the enabling Special Resolution to approve divestment / dilution / disposal of the Company’s investment(s) / asset(s) / undertaking(s). In light of above, you are requested to accord your approval to the Special Resolution as set out at Agenda Item No.8 of the accompanying Notice.

None of the Directors and Key Managerial Personnel of the Company and their relatives has any concern or interest, financial or otherwise, in the proposed resolution.

Sterlite Technologies Limited

Notice contd.

ITEM 9

In view of the future outlook of the Company, its growth targets and prospects, the Company requires additional funding. While it is expected that the internal generation of funds would partially finance the need for capital and debt raising would be another source of funds, it is thought prudent for the Company to have enabling approvals to raise a part of the funding requirements for the said purposes through the issue of appropriate securities as mentioned below.

In order to enable the Company to raise funds through a public issue and/or private offering and/or rights offering and/or qualified institutions placement or any combination thereof , the approval of the Members is hereby sought for the proposal to create, offer, issue and allot equity shares of the Company of face value of 2/- each (“Equity Shares”) and equity linked instruments, including convertible preference shares, non-convertible debt instruments along with warrants, fully convertible debentures, partly convertible debentures, and/or any other securities convertible into equity shares (including warrants or otherwise), global depository receipts (“GDRs”), American depository receipts (“ADRs”), foreign currency convertible bonds (“FCCBs”) (all of which are hereinafter collectively referred to as “Securities”) or any combination of Securities, in one or more tranches, to eligible investors, whether they be holders of Equity Shares or not, as may be decided by the Board in its discretion and permitted under applicable laws, for an aggregate consideration of up to 1,000 Crores (Rupees One Thousand Crores only) or equivalent thereof, in one or more foreign currency(ies).

As the issue may result in the issue of Equity Shares of the Company to investor(s) who may or may not be members of the Company, consent of the members is being sought pursuant to Section 62(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 (“Act”), the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“SEBI ICDR Regulations”), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and any other law for the time being in force and being applicable.

In case of issuance of securities through a qualified institutions placement (“QIP”), in terms of Chapter VI of the SEBI ICDR Regulations, an issue of securities pursuant to a QIP shall be made at a price not less than the average of the weekly high and low of the closing prices of the equity shares of the same class quoted on the stock exchange during the two weeks preceding the “relevant date.” The relevant date for the purpose of pricing of the securities shall be the date of the meeting in which the Board decides to

open the QIP and at such price being not less than the price determined in accordance with the pricing formula provided under Chapter VI of the SEBI Regulations. In case of a QIP, the special resolution has a validity period of 365 within which allotments under the authority of said resolution should be completed.

In case of issuance of ADRs or GDRs, the relevant date for the purpose of pricing the Securities shall be the date of the meeting in which the Board decides to open the issue of such Securities in accordance with the Depository Receipts Scheme, 2014 and other applicable pricing provisions issued by the Ministry of Finance.

In case of issuance of FCCBs, the relevant date for the purpose of pricing the Securities shall be the date of the meeting in which the Board decides to open the issue of such Securities in accordance with the Issue of Foreign Currency Convertible Bonds and Ordinary Shares (through Depository Receipt Mechanism) Scheme, 1993 and other applicable pricing provisions issued by the Ministry of Finance.

The issue / allotment / conversion would be subject to the receipt by the Company of regulatory approvals, if any. The conversion of Securities held by foreign investors, into Equity Shares would be subject to the applicable foreign investment cap.

The proceeds of the proposed issue of Equity Shares shall be utilized for any of the aforementioned purposes to the extent permitted by law.

The Resolution at Item No. 9 is an enabling resolution conferring authority on the Board to do all acts and deeds, which may be required to issue/offer Securities of appropriate nature at appropriate time, including the size, structure, price and timing of the issue(s) /offer(s) at the appropriate time(s). The detailed terms and conditions for the domestic/international offering will be determined in consultation with the lead managers, merchant bankers, global business coordinators, guarantors, consultants, advisors, underwriters and/or such other intermediaries as may be appointed for the issue/offer. Wherever necessary and applicable, the pricing of the issue/offer will be finalized in accordance with applicable guidelines in force. As and when the Board takes a decision on matters on which it has the discretion, necessary disclosures will be made to the relevant stock exchanges on which the Equity Shares are listed under the provisions of the SEBI Listing Regulations.

The Promoter of the Company and any person related to the Promoter will not subscribe to the issue, if made under Chapter VI of SEBI ICDR Regulations.

14 Annual Report 2020-21

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None of the Directors or Key Managerial Personnel of the Company and / or their relatives are concerned or interested, financially or otherwise, in the proposed resolution except to the extent of his/her holding of Equity Shares and to the extent of his/her subscribing to Equity Shares if and when issued as also to the extent of subscription by a financial institution/ company/body corporate in which the KMPs, Director or his/her relative may be directly or indirectly interested.

The Directors accordingly recommend this special resolution at Item No. 9 of the accompanying Notice for the approval of the Members of the Company.

INSTRUCTIONS FOR ATTENDING THE AGM THROUGH VC / OAVM AND E-VOTING

i. Pursuant to Section 108 and other applicable provisions of the Companies Act, 2013, read with the Companies (Management & Administration) Rules, 2014, as amended, and Regulation 44 of the SEBI Listing Regulations.Members are provided with the facility to cast their vote electronically, through the remote e-voting services provided by KFintech on all resolutions set forth in this Notice.

Further, the facility for voting through electronic voting system will also be made available at the Meeting (“Insta Poll”) and members attending the Meeting who have not cast their vote(s) by remote e-voting will be able to vote at the Meeting through Insta Poll.

ii. In terms of SEBI vide circular no. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated December 9, 2020, e-Voting process has been enabled to all the individual demat account holders, by way of single login credential, through their demat accounts / websites of Depositories / DPs in order to increase the efficiency of the voting process.
iii. Individual demat account holders would be able to cast their vote without having to register again with the e-Voting service provider (ESP) thereby not only facilitating seamless authentication but also ease and convenience of participating in e-Voting process. Shareholders are advised to update their mobile number and e-mail ID with their DPs to access e-Voting facility.
iv. The members who have cast their vote by remote e-voting may also attend the Meeting through VC/ OAVM but shall not be entitled to cast their vote again at the Meeting (Insta Poll). If a member casts vote(s) by both modes, then voting done through remote e-voting

shall prevail and vote(s) cast at the Meeting shall be treated as “INVALID”.

v. The manner of voting remotely by members holding shares in dematerialized mode, physical mode and for members who have not registered their email addresses is provided in the instructions given below.

The remote e-voting facility will be available during the following voting period:

	•	Commencement of remote e-voting	: 10:00 a.m. on Monday, August 23, 2021
	•	End of remote e-voting	: 5:00 p.m. on Wednesday,
			August 25, 2021

The remote e-voting will not be allowed beyond the aforesaid date and time and the remote e-voting module shall be forthwith disabled by KFintech upon expiry of the aforesaid period.

vi. The voting rights of the Members shall be in proportion to the paid-up value of their shares in the equity capital of the Company as on the cut-off date being Thursday, August 19, 2021. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cutoff date, i.e. Thursday, August 19, 2021 only shall be entitled to avail the facility of remote e-voting https:// evoting.kfintech.com / e-voting during the meeting.
vii. Any person holding shares in physical form and nonindividual shareholders, who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date, may obtain the login ID and password by sending a request at [email protected]. However, if he / she is already registered with KFintech for remote e-Voting then he /she can use his / her existing User ID and password for casting the vote.
viii. In case of Individual Shareholders holding securities in demat mode and who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date may follow steps mentioned below under “Login method for remote e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.
ix. The Board of Directors has appointed Mr. B Narasimhan, Proprietor BN & Associates, Practicing Company Secretary (Membership No. FCS 1303 and Certificate of Practice No. 10440), as a Scrutinizer to

Sterlite Technologies Limited

Notice contd.

scrutinize the remote e-voting and Insta Poll process in a fair and transparent manner.

x. The Scrutiniser will, after the conclusion of e-voting at the Meeting, scrutinise the votes cast at the Meeting (Insta Poll) and votes cast through remote e-voting, make a consolidated Scrutiniser’s Report and submit the same to the Chairman or a person authorized by him. The result of e-voting will be declared within two working days of the conclusion of the AGM and the same, along with the consolidated Scrutiniser’s Report, will be placed on the website of the Company: www. stl.tech and on the website of KFintech at: https:// evoting.kfintech.com. The result will simultaneously be communicated to the stock exchanges.
xi. The resolutions will be deemed to be passed on the AGM date subject to receipt of the requisite numbers of votes in favour of the Resolutions.

INFORMATION AND INSTRUCTIONS FOR REMOTE E-VOTING:

i. The details of the process and manner for remote e-Voting and e-AGM are explained herein below:
Step 1: Access to Depositories e-Voting system in case of individual shareholders holding shares in demat mode.

Step 2: Access to KFintech e-Voting system in case of shareholders holding shares in physical and nonindividual shareholders in demat mode.

Step 3: Access to join virtual meetings(e-AGM) of the Company on KFin system to participate e-AGM and vote at the AGM.

Details on Step 1 are mentioned below:

I) Login method for remote e-Voting for Individual shareholders holding securities in demat mode.

Type of shareholders Login Method Individual Shareholders 1. User already registered for IDeAS facility: holding securities in demat I. Visit URL: https://eservices.nsdl.com mode with NSDL II. Click on the “Beneficial Owner” icon under “Login” under ‘IDeAS’ section. III. On the new page, enter User ID and Password. Post successful authentication, click on “Access to e-Voting” IV. Click on company name or e-Voting service provider and you will be re-directed to e-Voting service provider website for casting the vote during the remote e-Voting period. 2. User not registered for IDeAS e-Services I. To register click on link : https://eservices.nsdl.com II. Select “Register Online for IDeAS” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg. jsp III. Proceed with completing the required fields. IV. Follow steps given in points 1

3. Alternatively by directly accessing the e-Voting website of NSDL I. Open URL: https://www.evoting.nsdl.com/ II. Click on the icon “Login” which is available under ‘Shareholder/Member’ section. III. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password / OTP and a Verification Code as shown on the screen.

IV. Post successful authentication, you will requested to select the name of the company and the e-Voting Service Provider name, i.e.KFintech.

V. On successful selection, you will be redirected to KFintech e-Voting page for casting your vote during the remote e-Voting period.

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Individual Shareholders 1. Existing user who have opted for Easi / Easiest

holding securities in demat I. Visit URL: https://web.cdslindia.com/myeasi/home/login or

mode with CDSL

     - URL: www.cdslindia.com

  - II. Click on New System Myeasi

  - III. Login with your registered user id and password.

  - IV. The user will see the e-Voting Menu. The Menu will have links of ESP i.e. KFintech e-Voting portal.

  - V. Click on e-Voting service provider name to cast your vote.

2. User not registered for Easi/Easiest

  - I. Option to register is available at

     - https://web.cdslindia.com/myeasi/Registration/EasiRegistration

  - II. Proceed with completing the required fields.

  - III. Follow the steps given in point 1

3. Alternatively, by directly accessing the e-Voting website of CDSL

  - I. Visit URL: www.cdslindia.com

  - II. Provide your demat Account Number and PAN No.

  - III.  System will authenticate user by sending OTP on registered Mobile & Email as recorded in the demat Account.

  - IV.  After successful authentication, user will be provided links for the respective ESP, i.e KFintech where the e- Voting is in progress.

Individual Shareholder I. You can also login using the login credentials of your demat account through your DP registered with login through their demat NSDL /CDSL for e-Voting facility. accounts / Website of II. Once logged-in, you will be able to see e-Voting option.Once you click on e-Voting option, you will Depository Participant be redirected to NSDL / CDSL Depository site after successful authentication, wherein you can see e-Voting feature.

III. Click on options available against company name or e-Voting service provider – Kfintech and you will be redirected to e-Voting website of KFintech for casting your vote during the remote e-Voting period without any further authentication.

Important note: Members who are unable to retrieve User ID / Password are advised to use Forgot user ID and Forgot Password option available at respective websites.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type	Helpdesk details
Securities held with NSDL	Please contact NSDL helpdesk by sending a request at [email protected] or call at toll free no.: 1800 1020 990
	and 1800 22 44 30
Securities held with CDSL	Please contact CDSL helpdesk by sending a request at [email protected] or contact at 022-
	23058738 or 022-23058542-43

Details on Step 2 are mentioned below:

II) Login method for e-Voting for shareholders other than Individual’s shareholders holding securities in demat mode and shareholders holding securities in physical mode..

(A) Members whose email IDs are registered with the Company/ Depository Participants (s), will receive an email from KFintech which will include details of E-Voting Event Number (EVEN), USER ID and password. They will have to follow the following process:
i. Launch internet browser by typing the URL: https:// emeetings.kfintech.com/
ii. Enter the login credentials (i.e. User ID and password). In case of physical folio, User ID will be EVEN (E-Voting Event Number) xxxx, followed by folio number. In case of Demat account, User ID will be your DP ID and Client ID. However, if you are already registered with KFintech for e-voting, you can use your existing User ID and password for casting the vote.
iii. After entering these details appropriately, click on “LOGIN”.
iv. You will now reach password change Menu wherein you are required to mandatorily change your password. The new password shall comprise

Sterlite Technologies Limited

Notice contd.

of minimum 8 characters with at least one upper case (A- Z), one lower case (a-z), one numeric value (0-9) and a special character (@,#,$, etc.,). The system will prompt you to change your password and update your contact details like mobile number, email ID etc. on first login. You may also enter a secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended that you do not share your password with any other person and that you take utmost care to keep your password confidential.

v. You need to login again with the new credentials.
vi. On successful login, the system will prompt you to select the “EVEN” and click on “Submit”
vii. On the voting page, enter the number of shares (which represents the number of votes) as on the Cut-off Date under “FOR/AGAINST” or alternatively, you may partially enter any number in “FOR” and partially “AGAINST” but the total number in “FOR/AGAINST” taken together shall not exceed your total shareholding as mentioned herein above. You may also choose the option ABSTAIN. If the Member does not indicate either “FOR” or “AGAINST” it will be treated as “ABSTAIN” and the shares held will not be counted under either head.
viii. Members holding multiple folios/demat accounts shall choose the voting process separately for each folio/ demat accounts.
ix. Voting has to be done for each item of the notice separately. In case you do not desire to cast your vote on any specific item, it will be treated as abstained.
x. You may then cast your vote by selecting an appropriate option and click on “Submit”.
xi. A confirmation box will be displayed. Click “OK” to confirm else “CANCEL” to modify. Once you have voted on the resolution (s), you will not be allowed to modify your vote. During the voting period, Members can login any number of times till they have voted on the Resolution(s).
xii. Corporate/Institutional Members (i.e. other than Individuals, HUF, NRI etc.) are also required to send scanned certified true copy (PDF Format) of the Board Resolution/Authority Letter etc., authorizing its representative to attend the AGM through VC / OAVM on its behalf and to cast its vote through remote e-voting. together with attested specimen signature(s) of the duly authorised representative(s), to the Scrutinizer at email id [email protected] with a copy marked to [email protected]. The scanned image of the above-mentioned documents should be in the naming format “Corporate Name_ Even No.”
(B) Members whose email IDs are not registered with the Company/Depository Participants(s), and consequently the Annual Report, Notice of AGM and e-voting instructions cannot be serviced, will have to follow the following process:
i. Members who have not registered their email address and in consequence the Annual Report, Notice of AGM and e-voting instructions cannot be serviced, may temporarily get their email address and mobile number provided with KFintech, by accessing the link: https://ris.kfintech.com/ clientservices/mobilereg/mobileemailreg.aspx. Members are requested to follow the process as guided to capture the email address and mobile number for sending the soft copy of the notice and e-voting instructions along with the User ID and Password. In case of any queries, member may write to [email protected].
ii. Alternatively, member may send an e-mail request at the email id [email protected] along with scanned copy of the signed copy of the request letter providing the email address, mobile number, self-attested PAN copy and Client Master copy in case of electronic folio and copy of share certificate in case of physical folio for sending the Annual report, Notice of AGM and the e-voting instructions.
iii. After receiving the e-voting instructions, please follow all steps above to cast your vote by electronic means.

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Details on Step 3 are mentioned below:

III) Instructions for all the shareholders, including Individual, other than Individual and Physical, for attending the AGM of the Company through VC/ OAVM and e-Voting during the meeting. .
i. Member will be provided with a facility to attend the AGM through VC / OAVM platform provided by KFintech. Members may access the same at https://emeetings.kfintech.com/ by using the e-voting login credentials provided in the email received from the Company/KFintech. After logging in, click on the Video Conference tab and select the EVEN of the Company. Click on the video symbol and accept the meeting etiquettes to join the meeting. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned above.
ii. Facility for joining AGM though VC/ OAVM shall open atleast 15 minutes before the commencement of the Meeting.
iii. Members are encouraged to join the Meeting through Laptops/ Desktops with Google Chrome (preferred browser), Safari, Internet Explorer, Microsoft Edge, Mozilla Firefox 22.
iv. Members will be required to grant access to the webcam to enable VC / OAVM. Further, Members connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to fluctuation in their respective network. It is therefore recommended to use Stable WiFi or LAN Connection to mitigate any kind of aforesaid glitches.
v. The Members who have not cast their vote through remote e-voting shall be eligible to cast their vote through e-voting system available during the AGM. E-voting during the AGM is integrated with the VC / OAVM platform. The Members may click on the voting icon displayed on the screen to cast their votes.
vi. A Member can opt for only single mode of voting i.e., through Remote e-voting or voting at the AGM. If a Member casts votes by both modes, then

voting done through Remote e-voting shall prevail and vote at the AGM shall be treated as invalid.

vii. Facility of joining the AGM through VC / OAVM shall be available for atleast 2000 members on first come first served basis.
viii. Institutional Members are encouraged to attend and vote at the AGM through VC / OAVM.

OTH ER INSTRUCTIONS

I. Speaker Registration: The Members who wish to speak during the meeting may register themselves as speakers for the AGM to express their views. They can visit https://emeetings.kfintech.com and login through the user id and password provided in the mail received from Kfintech. On successful login, select ‘Speaker Registration’ which will opened from Saturday, August 21, 2021 to Monday, August 23, 2021. Members shall be provided a ‘queue number’ before the meeting. The Company reserves the right to restrict the speakers at the AGM to only those Members who have registered themselves, depending on the availability of time for the AGM as appropriate for smooth conduct of the AGM.
II. Post your Question: The Members who wish to post their questions prior to the meeting can do the same by visiting https://emeetings.kfintech.com. Please login through the user id and password provided in the mail received from Kfintech. On successful login, select ‘Post Your Question’ option which will opened from Saturday, August 21, 2021to Monday, August 23, 2021
III. In case of any query and/or grievance, in respect of voting by electronic means, Members may refer to the Help & Frequently Asked Questions (FAQs) and E-voting user manual available at the download section of https://evoting.kfintech.com (KFintech Website) or send an email at [email protected] or call KFintech’s toll free No. 1-800-309-4001 for any further clarifications.
IV. The Members, whose names appear in the Register of Members / list of Beneficial Owners as on Thursday, August 19, 2021, being the cut-off date, are entitled to vote on the Resolutions set forth in this Notice. A person who is not a Member as on the cut-off date should treat this Notice for information purposes only. Once the vote on a resolution(s) is cast by the Member, the Member shall not be allowed to change it subsequently.

Sterlite Technologies Limited

Notice contd.

V. In case a person has become a Member of the Company after dispatch of AGM Notice but on or before the cut-off date for E-voting, he/she may obtain the User ID and Password in the manner as mentioned below:
i. If the mobile number of the member is registered against Folio No./ DP ID Client ID, the member may send SMS: MYEPWD E-Voting Event Number+Folio No. or DP ID Client ID to 9212993399
Example for NSDL:
MYEPWD IN12345612345678
1. MYEPWD 1402345612345678
2. Example for Physical:
3. MYEPWD XXXX1234567890
ii. If e-mail address or mobile number of the member is registered against Folio No. / DP ID Client ID, then on the home page of https://evoting.kfintech.com/, the member may click “Forgot Password” and enter Folio No. or DP ID Client ID and PAN to generate a password.
iii. Members who may require any technical assistance or support before or during the AGM are requested to contact KFintech at toll free number 1-800-309-4001 or write to them at [email protected].
Example for CDSL:

20 Annual Report 2020-21

AI assistant

Sterlite Technologies Limited. — AGM Information 2021

59411_rns_2021-08-03_64938082-65a7-4d5a-9aa1-13cab308c219.pdf

August 3, 2021

National Stock Exchange of India Limited

Subject: Notice of the 22[nd] Annual General Meeting (‘AGM’) of Sterlite Technologies Limited

Ref.: Scrip ID - STLTECH/ Scrip Code – 532374

Amit Deshpande

STERLITE TECHNOLOGIES LIMITED

Notice

ORDINARY BUSINESS:

SPECIAL BUSINESS :

RESOLVED FURTHER THAT any Director of the

RESOLVED FURTHER THAT any Director of the

Notice contd.

6. To appoint Mr. Ankit Agarwal as a Whole-Time Director

7. To approve remuneration of Cost Auditor

Notice contd.

Notice contd.

NOTES:

Notice contd.

DETAILS OF DIRECTORS SEEKING APPOINTMENT AND RE-APPOINTMENT AT THE AGM

Notice contd.

EXPLANATORY STATEMENT

ITEM 4 & 5

ITEM 6

Notice contd.

Other Terms

ITEM 8

ITEM 7

ITEM 9

INSTRUCTIONS FOR ATTENDING THE AGM THROUGH VC / OAVM AND E-VOTING

Notice contd.

INFORMATION AND INSTRUCTIONS FOR REMOTE E-VOTING:

Details on Step 1 are mentioned below:

Details on Step 2 are mentioned below:

II) Login method for e-Voting for shareholders other than Individual’s shareholders holding securities in demat mode and shareholders holding securities in physical mode..

Notice contd.

Details on Step 3 are mentioned below:

OTH ER INSTRUCTIONS

Notice contd.

More from Sterlite Technologies Limited.

Sterlite Technologies Limited. AGM Information 2021