Sterlite Technologies Limited. — Proxy Solicitation & Information Statement 2024

Jun 7, 2024

www.stl.tech

==> picture [79 x 31] intentionally omitted <==

June 07, 2024

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.

Sub.: Notice of the Meetings of Equity Shareholders, Unsecured Creditors and Secured Creditors of Sterlite Technologies Limited

Ref.: In the matter of Scheme of Arrangement between Sterlite Technologies Limited and STL Networks Limited and their respective shareholders and creditors (“the Scheme”)

Dear Sir/Madam,

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( “SEBI Listing Regulations” ), we hereby inform that Hon’ble National Company Law Tribunal ( “Tribunal” or “NCLT” ) vide its Order dated April 17, 2024 and Order dated May 15, 2024 (“Orders”) in the Company Scheme Application No. C.A.(CAA)/24/MB-IV/2024, has directed meetings to be held of the Equity Shareholders Unsecured Creditors and Secured Creditors of the Company.

In pursuance of the Tribunal Order and as directed therein and in compliance with the applicable provisions of the Companies Act, 2013 ( “the Act” ) and the SEBI Listing Regulations, notice is hereby given that meetings of the Equity Shareholders Unsecured Creditors and Secured Creditors of the Company will be held through video conferencing ( “VC” ) / other audio visual means ( “OAVM” ) as under:

Meeting of	Day, Date and Time of the Meetings
EquityShareholders	Wednesday,July10,2024 at 10.00 a.m. IST
Unsecured Creditors	Wednesday,July10,2024 at 11.00 a.m. IST
Secured Creditors	Wednesday,July10,2024 at 12.00p.m. IST

The details such as manner of (i) casting vote through e-voting and (ii) attending the meeting through VC / OAVM have been set out in the Notice of the respective meetings.

An Equity shareholder, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the cut-off date, i.e. Wednesday, July 03, 2024 only shall be entitled to exercise his/ her/ its voting rights on the resolution proposed in the notice and attend the meeting of the Equity Shareholders. Voting rights of an equity shareholder/ beneficial owner (in case of electronic shareholding) shall be in proportion to his/ her/ its shareholding in the paid-up equity share capital of the Company as on the cut-off date, i.e., Wednesday, July 03, 2024.

An Unsecured Creditor whose name appears in the list of unsecured creditors, as on the cut-off date, i.e., Tuesday, October 31, 2023 only shall be entitled to exercise his/ her/ its voting rights on the resolution proposed in the notice and attend the meeting of Unsecured Creditors. Voting rights of an Unsecured Creditor shall be in proportion to the outstanding amount due by the Company as on the cut-off date, i.e., Tuesday, October 31, 2023.

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

www.stl.tech

==> picture [79 x 31] intentionally omitted <==

A Secured Creditor whose name appears in the list of secured creditors, as on the cut-off date, i.e., Tuesday, October 31, 2023 only shall be entitled to exercise his/ her/ its voting rights on the resolution proposed in the notice and attend the meeting of Secured Creditors. Voting rights of a Secured Creditor shall be in proportion to the outstanding amount due by the Company as on the cut-off date, i.e., Tuesday, October 31, 2023.

Copies of the Notices along with the accompanying documents under Sections 230 to 232 read with Section 102 and other applicable provisions of the Act read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, of the aforesaid three meetings are attached. The same shall also be made available on the website of the Company at www.stl.tech and on the website of KFin at https://evoting.kfintech.com.

Kindly take the same on record.

Thanking you. Yours faithfully,

For Sterlite Technologies Limited

AMIT VILAS Digitally signed by AMIT VILAS DESHPAND DESHPANDE Date: 2024.06.07 E 18:06:57 +05'30'

Amit Deshpande

General Counsel & Company Secretary (ACS 17551) Encl.: As above.

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

1

==> picture [71 x 27] intentionally omitted <==

STERLITE TECHNOLOGIES LIMITED ( CIN: L31300PN2000PLC202408 ) Registered Office : 4[th] Floor, Godrej Millennium, Koregaon Road 9, STS 12/1, Pune - 411001 Maharashtra, India Phone : 020-3051 4000, Fax : 020-3051 4113 E-mail : secretarial@stl.tech, Website : www.stl.tech

NOTICE CONVENING MEETING OF THE EQUITY SHAREHOLDERS OF STERLITE TECHNOLOGIES LIMITED IN ACCORDANCE WITH THE ORDER OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH

MEETING:

MEETING:	MEETING:
Day		Wednesday
Date		July10,2024
Time		10:00 a.m.
Mode of Meeting		As per the directions of the Hon’ble National Company Law Tribunal, Mumbai Bench (“NCLT”), the Meeting shall be conducted through Video Conferencing (‘VC’) / Other Audio-Visual Means (‘OAVM’) and is deemed to take place at the registered office of the Company
REMOTE E-VOTING PRIOR TO THE MEETING:
Cut-off date for e-voting			Wednesday, July 3,2024
Commencing on			Sunday,July7,2024 at 10:00 a.m.(IST)
Ending on			Tuesday, July 9,2024 at5:00 p.m. (IST)
Sr. No.	INDEX			Pg. No.
**1. **	Notice of meeting of the Equity Shareholders of Sterlite Technologies Limited (‘First Applicant Company’ or ‘Demerged Company’) (“Notice”).			4-17
**2. **	Explanatory Statement under Section 102 and other applicable provisions of the Companies Act, 2013 (“Act”) read with Section 230 to 232 of the Companies Act, 2013 and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (“CAA Rules”).			18-40
**3. **	Annexure A Copy of order dated 17 April 2024 read with order dated 15 May 2024 passed by the Hon’ble NCLT (hereinafter referred to as “NCLT Orders”).			41-69
**4. **	Annexure B Scheme of Arrangement between Sterlite Technologies Limited (“Demerged Company” or “Company”) and STL Networks Limited (“Resulting Company”) and their respective Shareholders and Creditors (“Scheme”).			70-101
**5. **	Annexure C Report on share entitlement ratio received from SSPA & Co., Chartered Accountants.			102-110

Page 1 of 40

2

**6. **	Annexure D Fairness Opinion of Merchant Banker on reasonableness on the share entitlement ratio.	111-118
**7. **	Annexure E1 and E2 Observation Letters received from National Stock Exchange of India (NSE) Limited and BSE Limited (BSE) for the Scheme.	119-126
**8. **	Annexure F1 and F2 Complaint Report submitted to BSE and NSE, respectively.	127-130
**9. **	Annexure G1 and G2 Compliance Report submitted by the Company to BSE and NSE, respectively.	131-136
**10. **	Annexure H1 and H2 Report adopted by the Board of Directors of Sterlite Technologies Limited and STL Networks Limited, pursuant to the provisions of Section 232(2)(c) of the Companies Act, 2013.	137-146
**11. **	Annexure I1 and I2 The pre and post scheme shareholding pattern (including Promoter and Promoter Group) of Sterlite Technologies Limited and STL Networks Limited.	147-174
**12. **	Annexure J Audited Statement of Accounts of Sterlite Technologies Limited as on 31 March 2023.	175-272
**13. **	Annexure K Provisional Statement of Accounts of the Sterlite Technologies Limited as 30 September 2023.	273-291
**14. **	Annexure L Audited Statement of Accounts of STL Networks Limited as on 31March 2023.	292-320
**15. **	Annexure M Provisional Statement of Accounts of STL Networks Limited as 30 September 2023.	321-327
**16. **	Annexure N1 and N2 Certificates issued by the Auditors of the respective Companies (Demerged Company and Resulting Companies) to the effect that the accounting treatment proposed in the Scheme is in conformity with the Accounting Standards prescribed under Section 133 of the Companies Act, 2013	328-335
**17. **	Annexure O Information in the format prescribed for abridged prospectus pertaining to the unlisted entities i.e. STL Networks Limited involved in the Scheme as specified in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“ICDR Regulations”)	336-345

Page 2 of 40

3

**18. **	Annexure P1 and P2 Details of assets and liabilities of Sterlite Technologies Limited and STL Networks Limited, pre and post demerger	346-348
**19. **	Annexure Q1 and Q2 Pre and post demerger net worth of Sterlite Technologies Limited and STL Networks Limited	349-353
**20. **	Annexure R Details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken against Sterlite Technologies Limited, its promoters and directors	354-359

Notice and Explanatory Statement of the meeting, issued pursuant to Sections 230 to 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamation) Rules, 2016 (page nos. 4 to 40) and Annexure A to Annexure R (page nos. 41 to 359) constitute a single and complete set of documents and should be read together as they form an integral part of this document.

Page 3 of 40

4

IN THE NATIONAL COMPANY LAW TRIBUNAL

MUMBAI BENCH, AT MUMBAI

C.A.(CAA)/ 24/MB-IV /2024

In the matter of the Companies Act, 2013;

AND

In the matter of Section 230 to 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 and Rules framed thereunder;

AND

In the matter of Scheme of Arrangement between Sterlite Technologies Limited (‘Demerged Company’) and STL Networks Limited (‘Resulting Company’) and their respective Shareholders and Creditors (‘Scheme’)

Sterlite Technologies Limited , a company ) incorporated under the Companies Act, 1956 having its ) Registered Office situated at 4th Floor, Godrej ) Millennium, Koregaon Road 9, STS 12/1, Pune, ) Maharashtra 411001, India ) … First Applicant Company / CIN: L31300PN2000PLC202408 Demerged Company

Page 4 of 40

5

FORM NO. CAA 2

[Pursuant to Section 230 (3) and rule 6 and 7]

Company Application No. 24 (MB) of 2024

NOTICE CONVENING MEETING OF EQUITY SHAREHOLDERS OF STERLITE TECHNOLOGIES LIMITED

To,

The Equity Shareholders of Sterlite Technologies Limited

Notice is hereby given that by an order dated the April 17 2024 and May 15 2024 passed in the Company Scheme Application CA (CAA)/24/MB-IV/2024 (‘ NCLT Orders ’), the Mumbai Bench of the National Company Law Tribunal (‘ Hon’ble Tribunal ’ or ‘ NCLT ’) has directed to hold a meeting of Equity Shareholders of Sterlite Technologies Limited (“ First Applicant Company ” or “ Demerged Company ” or “ Company ”) for the purpose of considering, and, if thought fit, approving, with or without modification, the proposed Scheme of Arrangement between Sterlite Technologies Limited (‘Demerged Company’) and STL Networks Limited (‘Resulting Company’) and their respective Shareholders and Creditors (‘ Scheme ’) under sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (‘Act’) along with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The Scheme, if approved by the Equity Shareholders, will be subject to the subsequent approval of the Hon’ble Tribunal and such other approvals, permissions and sanctions of regulatory or other authorities, as may be necessary.

Pursuant to the said NCLT Orders and as directed therein, further notice is hereby given that a meeting of equity shareholders of the First Applicant Company will be held on Wednesday, July 10, 2024 at 10:00 a.m. IST (‘Meeting’) or any adjourned dates thereof, for the purpose of considering, and if thought fit, approving the proposed Scheme by exercising the option to convene the meeting through Video Conferencing (“VC”)/ Other Audio Visual Means (“OAVM”) in compliance with the applicable provisions of the Act, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘ SEBI Listing Regulations ’) and Secretarial Standard on General Meetings as issued by the Institute of Company Secretaries of India (“SS-2”) and following the operating procedures (with requisite modifications as may be required) referred to various circulars issued by the Ministry of Corporate Affairs (‘ MCA ’), to consider, and if thought fit, pass, with or without modification(s), the following resolution for approval of the Scheme by requisite majority as prescribed under Section 230(1) and (6) read with Section 232(1) of the Act, as amended. The Scheme, if approved by the requisite majority of equity shareholders of the Company, Section 230(6) of the Act read with the Master circular number SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20 June 2023, issued by the Securities and Exchange Board of India (“ SEBI ”) and other applicable SEBI circulars, if any, will be subject to subsequent approval of the NCLT and such other approvals, permissions and sanctions from any other regulatory or statutory authority(ies) as may be deemed necessary.

Pursuant to the said NCLT Orders and as directed therein, the meeting of the equity shareholders of the Company (“Tribunal Convened Meeting” or “Meeting”) will be held on Wednesday, July 10, 2024 , at 10:00 a.m. (IST) through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”), to consider, and if thought fit, pass, with or without modification(s), the following resolution for approval of the Scheme by requisite majority as prescribed under Section 230(1) and (6) read with Section 232(1) of the Act and SEBI Master Circular SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20 June, 2023 (as amended from time to time):

Page 5 of 40

6

SPECIAL BUSINESS

“ RESOLVED THAT pursuant to the provisions of Sections 230 to 232 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other applicable provisions, if any, of the Companies Act, 2013, the National Company Law Tribunal Rules, 2016, (including any statutory modification(s) or re-enactment thereof for the time being in force) various Securities and Exchange Board of India (SEBI) Regulations including the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the observation letters issued by National Stock Exchange of India Limited and BSE Limited, dated 15 September 2023 and 28 September 2023, respectively and other applicable laws/regulations/rules and in accordance with relevant clauses of the Memorandum of Association and Articles of Association of the Company and subject to approval of the Hon'ble National Company Law Tribunal, Mumbai Bench (‘Hon’ble Tribunal’ or ‘NCLT’) and subject to such other approvals, permissions and sanctions of regulatory and other sectoral authorities, if any, as may be necessary and subject to such conditions and modifications as may be prescribed or imposed by the NCLT or by any regulatory or other sectoral authorities, while granting such consents, approvals and permissions, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “Board”, which term shall be deemed to mean and include one or more Committee(s) constituted/to be constituted by the Board or any person(s) which the Board may nominate to exercise its powers including the powers conferred by this resolution), the proposed Scheme of Arrangement between Sterlite Technologies Limited (‘Demerged Company’) and STL Networks Limited (‘Resulting Company’) and their respective Shareholders and Creditors (“Scheme”), placed before this meeting and initialled by the Chairman of the meeting for the purpose of identification, which inter alia envisages the Demerger of the Demerged Undertaking (as defined in the Scheme) from the Demerged Company to the Resulting Company be and is hereby approved.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things, as it may, in its absolute discretion deem requisite, desirable, appropriate or necessary to give effect to this resolution and effectively implement the arrangement embodied in the Scheme and to accept such modifications, amendments, limitations and/or conditions, if any, which may be required and/or imposed by the NCLT while sanctioning the arrangement embodied in the Scheme or by any authorities under law, or as may be required for the purpose of resolving any doubts or difficulties that may arise in giving effect to the Scheme, as the Board may deem fit and proper.

RESOLVED FURTHER THAT the Board may delegate all or any of its powers herein conferred to any director(s) and/or officer(s) of the Company, to give effect to this resolution, if required, as it may in its absolute discretion deem fit, necessary or desirable, without any further approval from shareholders of the Company.”

TAKE FURTHER NOTICE THAT In compliance with the NCLT Orders and the MCA Circulars, a copy of the Scheme, the notice of this Meeting along with Explanatory Statement under sections 230(3), 232 and 102 of the Act read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other annexures as stated in the Index are enclosed herewith. A copy of this Notice and the accompanying documents will be hosted on the website of the Company at https://stl.tech/investor/ and will also be available on the website of BSE Limited (“ BSE ”) and National Stock Exchange of India Limited (“ NSE ”) at www.bseindia.com and www.nseindia.com , respectively and also on the website of KFin Technologies Limited (“ KFin ”) at https://evoting.kfintech.com/ .

The First Applicant Company will furnish a copy of the Notice together with a copy of the explanatory statement, Scheme and other annexures to the Notice, free of charge, upon any requisition being made by any Equity Shareholder, to the First Applicant Company by email at secretarial@stl.tech

Page 6 of 40

7

The Scheme and the statement under Section 230 are annexed to this Notice and can be obtained free of charge at the Registered Office of the First Applicant Company on any day (except Saturday, Sunday and public holidays) at 4th Floor, Godrej Millennium, Koregaon Road 9, STS 12/1, Pune, Maharashtra 411001, India between 10:00 am to 5:00 p.m. up to the date of the meeting. A proceeding of the meeting shall also be made available on the website of the First Applicant Company at www.stl.tech as soon as possible.

In accordance with the said NCLT Orders and provisions of Section 108 and other applicable provisions of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended; and Regulation 44 and other applicable provisions of the SEBI Listing Regulations, the First Applicant Company has engaged the services of KFin for the purpose of providing VC/OAVM facility and facility of remote e-voting prior to the Meeting as well as e-voting facility during the Meeting. Accordingly, voting by equity shareholders of the First Applicant Company shall be carried out through (a) remote e-voting prior to the Meeting and (b) e-voting during the Meeting.

The equity shareholders shall have the facility and option of voting on the resolution for approval of the Scheme by casting their votes through remote e-voting prior to the Meeting during the period commencing from 10:00 a.m. (IST) on Sunday, July 7, 2024 and ending at 5:00 p.m. (IST) on Tuesday, July 9, 2024. The voting rights of equity shareholders shall be in proportion to their share in the First Applicant Company as on the close of business hours of Wednesday, July 3, 2024 (‘ cut-off date ’). A person who is not an equity shareholder as on the Cut-off Date, should treat the Notice for information purpose only. The equity shareholders opting to cast their votes by remote e-voting or e-voting during the Meeting through VC/ OAVM are requested to read the instructions in the Notes of this Notice for further details on remote e-voting and e-voting during the Meeting.

(DIN: 02497125), and failing him Mr. Subramanian Madhavan, Independent Director (DIN: 06451889) of the First Applicant Company, as the Chairperson of the meeting. The above-mentioned Scheme, if approved at the meeting, will be subject to the subsequent approval of the Tribunal.

The Hon’ble Tribunal has appointed Mr. B Narasimhan, Proprietor BN & Associates (FCSMembership No.: 1303, COP No.: 10440), Practicing Company Secretary and failing him Mr. Venkataraman K (ACS - Membership No.: 8897, COP No.: 12459), Practicing Company Secretary as the Scrutinizer of the meeting.

The facility of appointment of proxies by Equity Shareholders will not be available for the meeting as the meeting is being held through VC/OAVM. However, a body corporate / institutional shareholder which is an Equity Shareholder of the First Applicant Company is entitled to appoint a representative for the purposes of participating and/or voting during the meeting, provided the prescribed form/authorization is filed with the First Applicant Company at secretarial@stl.tech not later than 48 (forty eight) hours before the start of the aforesaid meeting as required under Rule 10 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

Sd/-

Bangalore Jayaram Arun

Chairman appointed for the Meeting

DIN: 02497125

Date: June 07, 2024 Place: Pune

Page 7 of 40

8

Registered Office:

4th Floor, Godrej Millennium, Koregaon Road 9,

STS 12/1, Pune, Maharashtra 411001, India

Notes :

1. Pursuant to the said NCLT Orders, the Meeting of the equity shareholders of the Company is being conducted through VC/OAVM facility to transact the business set out in the notice convening this Meeting. The Meeting will be conducted in compliance with the provisions of the Act, SS-2, SEBI Listing Regulations, read with other applicable SEBI circulars and in compliance with the requirements prescribed by the MCA for holding general meetings through VC/OAVM and providing facility of e-voting by way of MCA Circulars. Accordingly, the meeting of the equity shareholders of the Company will be convened on Wednesday, 10 July 2024 at 10:00 a.m. (IST), through VC/OAVM, for the purpose of considering, and if thought fit, approving, the Scheme of Arrangement between Sterlite Technologies Limited (‘Demerged Company’) and STL Networks Limited (‘Resulting Company’) and their respective Shareholders and Creditors.

2. No route map of the venue of the Meeting is annexed hereto, since this Meeting is being held through VC / OAVM. The deemed venue for the Meeting shall be the Registered Office of the Company at 4th Floor, Godrej Millennium, Koregaon Road 9, STS 12/1, Pune, Maharashtra 411001, India.

3. The Explanatory Statement pursuant to section 102 read with sections 230 to 232 of the Act and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in respect of the business set out above is annexed hereto. All documents referred to in the accompanying Notice and the Explanatory Statement along with the statutory registers maintained by the First Applicant Company will be available for inspection by the Equity Shareholders at the Registered Office of the First Applicant Company during normal business hours (10:00 a.m. to 5:00 p.m.) on any day (except Saturdays, Sundays and public holidays) up to the date of the meeting.

4. Equity shareholders attending the Meeting through VC/ OAVM will be counted for the purpose of reckoning the quorum as prescribed under Section 103 of the Act.

5. Since this Meeting is being held pursuant to the MCA circulars through VC/OAVM, the requirement of physical attendance of members has been dispensed with. Accordingly, in terms of the MCA circulars, the facility for appointment of proxies by the Equity Shareholders will not be available for this meeting and hence the proxy form, attendance slip and route map of the Meeting are not annexed to this Notice.

6. Pursuant to Sections 112 and 113 of the Act read with Rule 10 of (Compromises, Arrangements and Amalgamations) Rules, 2016, where a body corporate is a member, authorized representatives of the body corporate may be appointed for the purpose of voting through remote e-voting, for participation in the Meeting through VC/ OAVM facility and e-voting during the Meeting provided an authority letter/ power of attorney/ a copy of the resolution passed by its board of directors or other governing body of such corporate authorizing such person to attend and vote at the Meeting through VC/ OAVM as its representative and certified to be a true copy by a director, the manager, the secretary, or other authorized officer of such body corporate along with the attested specimen signature of the duly authorized signatory(ies) who are authorized to vote is emailed to the Scrutinizer at support@bnpassociates.in with a copy marked to the Company at secretarial@stl.tech not later than 48 (forty eight) hours before the time scheduled for holding the Meeting.

Page 8 of 40

9

1. As per the directions of the NCLT and in terms of the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended and Regulation 44 of the Listing Regulations, MCA Circulars and in terms of SEBI Scheme Circular, the Company is pleased to provide the facility of “e-voting” to its equity shareholders, to enable them to cast their votes on the resolution proposed to be passed during the Meeting, by electronic means. The Company has engaged the services of KFin, as the authorized agency to provide e-voting (i.e. remote e-voting and e-voting during the Meeting) facility as well as to enable the equity shareholders (or its authorized representatives, as the case may be) of the Company to attend and participate in the Meeting through VC/OAVM. The facility of casting votes by the equity shareholders using remote e-voting system (e-voting from a place other than venue of the Meeting) as well as e-voting during the Meeting will be provided by KFin.

2. Each Equity Shareholder can opt for only one mode of e-voting i.e. either at the VC/OAVM Meeting of the Equity Shareholders of the First Applicant Company or by remote e-voting. If you opt for remote e-voting, then you may attend the VC/OAVM Meeting but cannot vote at VC/OAVM Meeting. The Equity Shareholders who have casted their votes by remote e-voting prior to the Meeting will be eligible to participate at the Meeting but shall not be eligible to cast their vote during the Meeting. It is clarified that the votes cast by means of remote e-voting does not disentitle an Equity Shareholder as on the cut-off date from attending the Meeting through VC/OAVM.

3. The Equity Shareholders can join the Meeting through VC/ OAVM 15 minutes before the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation during the meeting through VC/OAVM will be made available to at least 1000 Equity Shareholders on first come first serve basis as per MCA Circulars. This will not include large shareholders (shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc, who are allowed to attend the Meeting without restriction on account of first come first serve basis.

4. The Equity Shareholders may send their queries relating to the Scheme on or before Saturday, July 6, 2024, mentioning their name/Institution/Corporate Shareholder they are representing, Folio No/DP ID Client, email id and mobile number to KFin and to the Company at secretarial@stl.tech. These queries will be addressed by the Company suitably. The Shareholders are requested to restrict their questions only to matters pertaining to the business set out in the Notice convening this Meeting.

The Cut-off date for dispatch of notice of the meeting to the equity shareholders is Friday, May 31, 2024.

Equity Shareholders holding shares in physical mode and whose email ids are not registered, are requested to register their email id with KFin (RTA) at einward.ris@kfintech.com with a copy marked to secretarial@stl.tech by sending a duly signed request letter mentioning their name as registered with the RTA, address, email address, mobile number, self- attested copy of PAN, DPID/Client id or folio number and number of shares held. Shareholders holding shares in dematerialized mode are requested to register/update their email address with the relevant Depository Participants.

1. Pursuant to NCLT Orders, the First Applicant Company is pleased to provide e-voting facility through KFin to its Equity Shareholders. The Equity Shareholders of the First Applicant Company whose names appear in the records of the First Applicant Company as on the cut-off

Page 9 of 40

10

date shall be eligible to vote for the Meeting of the Equity Shareholders of the First Applicant Company. It is hereby clarified that it is mandatory for Equity Shareholders to vote using the e-voting facility only, subject to compliance with the instructions for e-voting. The voting right may be exercised either by remote e-voting within prescribed period or by e-voting during the Meeting being convened through VC/ OAVM.

Any person who becomes an Equity Shareholder of the First Applicant Company after dispatch of the Notice and whose names appear in the records of the First Applicant Company as on the cut-off date for e-voting may cast his vote by following the instructions of remote e-voting and voting during the Meeting provided in this Notice.

In terms of the directions contained in the NCLT Orders, Mr. B Narasimhan, Proprietor BN & Associates (FCS - Membership No.: 1303, COP No.: 10440), Practicing Company Secretary and failing him Mr. Venkataraman K (ACS - Membership No.: 8897, COP No.: 12459), Practicing Company Secretary, are appointed as the Scrutinizer to scrutinize votes cast electronically through remote e-voting and e-voting during the Meeting in a fair and transparent manner.

1. The Scrutinizer shall, immediately after the conclusion of voting at the Meeting, first count the votes cast at the Meeting, thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in employment of the First Applicant Company and make, not later than two (2) working days from the conclusion of Meeting, a consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any to the Chairman or person authorised by him in writing, who shall countersign the same. Thereafter, the Chairman or person authorised by him in writing shall declare the result of the voting forthwith.

2. The result of the Meeting shall be submitted to NCLT by the Chairman of the Meeting in the prescribed form along with the Scrutinizer’s Report and the same shall be displayed at the Registered Office of the First Applicant Company and its website viz. www.stl.tech and on the website of KFin at https://evoting.kfintech.com, immediately after submission. Further, the result of the voting shall be reported to BSE and NSE.

3. The voting rights of the Equity Shareholders shall be in proportion to their shareholding in the First Applicant Company as on cut-off date for e-voting i.e. Wednesday, July 3, 2024.

4. The Scheme shall be considered approved by the Equity Shareholders of the First Applicant Company if the resolution mentioned above in the Notice has been approved by majority of persons representing three-fourths in value of the Equity Shareholders of First Applicant Company, present and voting, in terms of sections 230 to 232 of the Act.

5. The shareholders are requested to carefully read each of the notes set out here and in particular, instructions for joining the Meeting and manner of casting vote through remote e-voting prior to the Meeting or e-voting during the Meeting.

17. Process for registration of e mail addresses:

Physical shareholders are hereby notified that based on SEBI Circular number: SEBI/HO/MIRSD/MIRSD-PoD-1/P/ CIR/2023/37, dated March 16, 2023, All holders of physical securities in listed companies shall register the postal address with PIN for their corresponding folio numbers. It shall be mandatory for the security holders to provide mobile number. Moreover, to avail online services, the security holders can register e-mail ID. Holder can register/ update the contact details through submitting the requisite ISR 1 form along with the supporting documents.

Page 10 of 40

11

ISR 1 Form can be obtained by following the link: https://ris.kfintech.com/clientservices/isc/default.aspx

ISR Form(s) and the supporting documents can be provided by any one of the following modes.

a) Through ‘In Person Verification’ (IPV): the authorized person of the RTA shall verify the original documents furnished by the investor and retain copy(ies) with IPV stamping with date and initials; or

b) Through hard copies which are self-attested, which can be shared on the address below; or c) Through electronic mode with e-sign by following the link: https://ris.kfintech.com/clientservices/isc/default.aspx#

Detailed FAQ can be found on the link: https://ris.kfintech.com/faq.html

• a) Registration of e mail address permanently with Company/DP: Members are requested to register the e-mail address with the concerned DP, in respect of electronic holding and in respect of physical holding, please send an email at einward.ris@kfintech.com to know more about the registration process. In addition, those members who have already registered their e mail addresses are requested to keep their e mail addresses validated/updated with the relevant DP/RTA to enable servicing of notices/documents/ integrated reports and other communications electronically to their e mail address in future.

18. INSTRUCTIONS FOR ATTENDING THE MEETING THROUGH VC/OAVM AND E- VOTING:

• a. 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 resolution 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.

• b. 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.

• c. 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. Members are advised to update their mobile number and e-mail ID with their DPs to access e-Voting facility.

• d. 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”.

• e. 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: Sunday, July 7, 2024 at 10:00 a.m. (IST)

• End of remote e-voting: Tuesday, July 9, 2024 at 5:00 p.m. (IST)

Page 11 of 40

12

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.

• f. 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 Wednesday, 3 July 2024. 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 cut-off date, i.e Wednesday, 3 July 2024, only shall be entitled to avail the facility of remote e-voting/e-voting during the meeting.

• g. Any person holding shares in physical form and non-individual members, 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 evoting@Kfintech.com. 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.

• h. In case of Individual Members 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 members holding securities in demat mode.

• i. The Hon’ble NCLT has appointed Mr. B Narasimhan, Proprietor BN & Associates, Practicing Company Secretary (Membership No. FCS 1303 and Certificate of Practice No. 10440), or failing him, Mr. Venkataraman K, Practicing Company Secretary (Membership No. ACS 8897 and Certificate of Practice No. 12459) as a Scrutinizer to scrutinize the remote e-voting and Insta Poll process in a fair and transparent manner.

• j. 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, who shall countersign the same. The scrutinizer shall submit his report to the Chairman or a person authorised by him in writing, who shall declare the result of the voting. The result of e-voting will be declared within two working days of the conclusion of the Meeting 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 KFin at: https://evoting.kfintech.com. The result will simultaneously be communicated to the stock exchanges.

• k. The resolution will be deemed to be passed on the meeting date subject to receipt of the requisite numbers of votes in favour of the Resolutions.

• PROCEDURE FOR LOGIN FOR E-VOTING AND ATTENDING MEETING THROUGH VC/OAVM FOR INDIVIDUAL SHAREHOLDERS HOLDING SECURITIES IN DEMAT MODE:

In terms of relevant SEBI circular on e-Voting facility provided by listed companies, individual shareholders holding securities in Demat mode are allowed to vote through their Demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts to access e-voting facility.

Login method for Individual shareholders holding securities in Demat mode is given below:

Type of shareholders	Login Method
Individual shareholders holding	1. User already registered for IDeAS facility: I. Openhttps://eservices.nsdl.com.

Page 12 of 40

13

securities in demat mode with National Securities Depository Limited (“NSDL”)

II. Click on the “Beneficial Owner” icon 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 Bank Name or e-Voting service provider and you will be re-directed to e-voting service provider website for casting your vote during the remote e-Voting period. 2. User not registered for IDeAS e-Services: I. To register, openhttps://eservices.nsdl.com either on a Personal Computer or on a mobile. II. Select “Register Online for IDeAS “Portal or click on https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp. III. Proceed with completing the required fields. 3. By visiting the e-Voting website of NSDL I. Openhttps://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. 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 be redirected to NSDL Depository site wherein you can see e-Voting page. V. Click on Bank name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period

Individual shareholders holding securities in demat mode with Central Depository Services (India) Limited (“CDSL”)

1. Existing user who has opted for Easi/Easiest I. Click at https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com II. Click on New System Myeasi. III. Login with user ID and Password. IV. After successful login of Easi / Easiest, option will be made available to reach e-voting page. 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. 3. By visiting the e-Voting website of CDSL I. Visit at www.cdslindia.com. II. Provide Demat Account Number and PAN No. III. System will authenticate user by sending OTP on registered Mobile &Email asrecordedin theDemat Account.

Page 13 of 40

14

IV. After successful authentication, user will be provided links for the respective e-voting service provider where the e-voting is in progress.

Individual shareholders (holding securities in demat mode) login through their depository participants

You can also login using the login credentials of your Demat account through your Depository Participant registered with NSDL/CDSL for e- Voting facility. Once login, you will be able to see e-Voting option. Once you click on e- Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on Bank Name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote duringtheremote e-Voting period.

Important Note : Shareholders who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for individual shareholders holding securities in demat mode:

In case shareholders/ members holding securities in demat mode have any technical issues related to login through Depository i.e. NSDL/ CDSL, they may contact the respective helpdesk given below:

Login type	Helpdesk details
Individual shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 or 1800 22 44 30.
Individual shareholders holding securities in demat mode with CDSL	Please contact CDSL helpdesk by sending a request athelpdesk.evoting@cdslindia.com or contact at 022- 23058738 or 022-23058542-43.

20. LOGIN METHOD FOR E-VOTING FOR SHAREHOLDERS OTHER THAN INDIVIDUAL SHAREHOLDERS HOLDING SECURITIES IN DEMAT MODE AND FOR ALL SHAREHOLDERS HOLDING SECURITIES IN PHYSICAL MODE:

1. Open Initial password is provided in the body of the e-mail.

2. Launch internet browser and type the URL: https://evoting.kfintech.com in the address bar. 3. Enter the login credentials i.e. User ID and password mentioned in your e-mail. Your Folio No./DP ID Client ID will be your User ID. However, if you are already registered with KFin for e-voting, you can use your existing User ID and password for casting your votes.

3. After entering the correct details, click on LOGIN.

4. You will reach the password change menu wherein you are required to mandatorily change your password. The new password shall comprise 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.). It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

5. You need to login again with the new credentials.

6. On successful login, the system will prompt you to select the EVENT i.e. Sterlite Technologies Limited.

Page 14 of 40

15

1. On the voting page, the number of shares (which represents the number of votes) held by you as on the cut-off date will appear. If you desire to cast all the votes assenting/dissenting to the resolution, enter all shares and click ‘FOR’/‘AGAINST’ as the case may be or partially in ‘FOR’ and partially in ‘AGAINST’, but the total number in ‘FOR’ and/or ‘AGAINST’ taken together should not exceed your total shareholding as on the cut-off date. You may also choose the option ‘ABSTAIN’, in which case, the shares held will not be counted under either head.

2. Members holding multiple folios/demat accounts shall choose the voting process separately for each folio/demat account.

3. Cast your votes by selecting an appropriate option and click on ‘SUBMIT’. A confirmation box will be displayed. Click ‘OK’ to confirm, else ‘CANCEL’ to modify. Once you confirm, you will not be allowed to modify your vote subsequently. During the voting period, you can login multiple times till you have confirmed that you have voted on the resolution.

4. Corporate/institutional members (i.e. other than individuals, HUF, NRI, etc.) are required to send scanned image (PDF/JPG format) of certified true copy of relevant board resolution/authority letter etc. together with attested specimen signature of the duly authorised signatory(ies) who is/are authorised to vote, to the Scrutinizers through email at support@bnpassociates.in or at secretarial@stl.tech and may also upload the same in the e-voting module in their login. The scanned image of the above documents should be in the naming format ‘STL_EVENT No.’

5. In case of any queries/grievances, you may refer the Frequently Asked Questions (FAQs) for members and e-voting User Manual available at the ‘download’ section of https://evoting.kfintech.com or call KFin on 1800 309 4001 (toll free).

A. Voting at the Meeting

• i. Only those members/shareholders, who will be present in the Meeting and who have not cast their vote through remote e-voting and are otherwise not barred from doing so are eligible to vote.

• ii. Members who have voted through remote e-voting will still be eligible to attend the Meeting.

• iii. Members attending the Meeting shall be counted for the purpose of reckoning the quorum under section 103 of the Act.

• iv. Voting at Meeting will be available at the end of the Meeting and shall be kept open for 15 minutes. Members viewing the Meeting, shall click on the ‘e-voting’ sign placed on the left-hand bottom corner of the video screen. Members will be required to use the credentials, to login on the e-Meeting webpage, and click on the ‘Thumbs-up’ icon against the unit to vote.

B. Instructions for members for attending the Meeting

• i. Members will be able to attend the Meeting through VC/OAVM or view the live webcast of Meeting provided by KFin at https://emeetings.kfintech.com by using their remote e- voting login credentials and by clicking on the tab “video conference”. The link for Meeting will be available in members login, where the EVENT and the name of the Company can be selected.

• ii. Members are encouraged to join the meeting through devices (Laptops, Desktops, Mobile devices) with Google Chrome for seamless experience.

• iii. Members may join the meeting using headphones for better sound clarity.

• iv. While all efforts would be made to make the meeting smooth, participants connecting through mobile devices, tablets, laptops, etc. may at times experience audio/video loss due

Page 15 of 40

16

to fluctuation in their respective networks. Use of a stable Wi-Fi or LAN connection can mitigate some of the technical glitches.

v. Members, who would like to express their views or ask questions during the Meeting will have to register themselves as a speaker by visiting the URL https://emeetings.kfintech.com/ and clicking on the tab ‘Speaker Registration’ during the period starting from Sunday, July 07, 2024 to Tuesday, July 09, 2024. Only those members who have registered themselves as a speaker will be allowed to express their views/ ask questions during the Meeting. The Company reserves the right to restrict the number of speakers depending on the availability of time for the Meeting. Only questions of the members holding shares as on the cut-off date will be considered.

• vi. A video guide assisting the members attending the Meeting is available for quick reference at URL https://emeetings.kfintech.com/ under the “How It Works” tab placed on top of the page.

• vii. Members who need technical assistance before or during the Meeting can contact KFin at emeetings@kfintech.com or Helpline: 1800 309 4001.

C. Procedure for Registration of email and Mobile: securities in physical mode

Physical shareholders are hereby notified that based on SEBI Circular number: SEBI/HO/MIRSD/MIRSD-PoD-1/P/ CIR/2023/37, dated March 16, 2023, all holders of physical securities in listed companies shall register the postal address with PIN for their corresponding folio numbers. It shall be mandatory for the security holders to provide mobile number. Moreover, to avail online services, the security holders can register e-mail ID. Holder can register/ update the contact details through submitting the requisite ISR 1 form along with the supporting documents.

ISR 1 Form can be obtained by following the link: https://ris.kfintech.com/clientservices/isc/default.aspx

ISR Form(s) and the supporting documents can be provided by any one of the following modes.

• a) Through ‘In Person Verification’ (IPV): the authorized person of the RTA shall verify the original documents furnished by the investor and retain copy(ies) with IPV stamping with date and initials; or

• b) Through hard copies which are self-attested, which can be shared on the address below; or

Name : KFIN Technologies Limited

Address: Selenium Building, Tower-B, Plot No 31 & 32, Financial District, Nanakramguda, Serilingampally, Hyderabad, Rangareddy, Telangana India - 500 032. c) Through electronic mode with e-sign by following the link: https://ris.kfintech.com/clientservices/isc/default.aspx#

Detailed FAQ can be found on the link: https://ris.kfintech.com/faq.html

For more information on updating the email and Mobile details for securities held in electronic mode, please reach out to the respective DP(s), where the DEMAT a/c is being held.

D. OTHER INSTRUCTIONS

• I. 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

Page 16 of 40

17

available at the download section of https://evoting.kfintech.com (KFin Website) or, at evoting@kfintech.com or call KFint’s toll free No. 1-800-309-4001 for any further clarifications.

• II. The Members, whose names appear in the Register of Members/list of Beneficial Owners as on Wednesday, July 3, 2024, being the cut-off date, are entitled to vote on the Resolution 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.

• III. In case a person has become a Member of the Company after dispatch of the 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

  1. Example for NSDL:

  2. MYEPWD IN12345612345678

  3. Example for CDSL:

  4. MYEPWD 1402345612345678

  5. Example for Physical:

  6. 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 Meeting are requested to contact KFin at toll free number 1-800-309-4001 or write to them at evoting@kfintech.com.

Page 17 of 40

18

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH, AT MUMBAI

C.A.(CAA)/ 24/MB IV /2024

In the matter of the Companies Act, 2013;

AND

In the matter of Section 230 to 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 and Rules framed thereunder;

AND

In the matter of Scheme of Arrangement between Sterlite Technologies Limited (‘Demerged Company’) and STL Networks Limited (‘Resulting Company’) and their respective Shareholders and Creditors (‘Scheme’)

Sterlite Technologies Limited , a company ) incorporated under the Companies Act, 1956 having its )

Registered Office situated at 4th Floor, Godrej ) Millennium, Koregaon Road 9, STS 12/1, Pune, ) Maharashtra 411001, India

) … First Applicant Company /

CIN: L31300PN2000PLC202408

Demerged Company

EXPLANATORY STATEMENT TO THE NOTICE OF THE MEETING OF EQUITY SHAREHOLDERS OF APPLICANT COMPANY UNDER SECTION 102 AND 230 OF THE COMPANIES ACT, 2013 READ WITH THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016

• (i) This is a statement accompanying the Notice convening the meeting of the Equity Shareholders of the First Applicant Company, pursuant to the Order dated April 17, 2024 and Order dated May 15, 2024 (‘ Orders ’ / ‘NCLT Orders’ ) passed by the Hon’ble National Company Law Tribunal, Mumbai Bench (‘ Hon’ble Tribunal’/ ‘NCLT’ ) in the Company Scheme Application CA (CAA)/24/MB-IV/2024. A meeting is being called, convened and conducted through video conferencing (‘VC’)/ other audio visual means (‘OAVM’) on Wednesday, 10 July 2024 at 10:00 a.m . (IST) for the purpose of considering, and if thought fit, approving the proposed Scheme of Arrangement between Sterlite Technologies Limited (‘ Demerged Company’/ ‘First Applicant Company’ ) and STL Networks Limited (‘ Resulting Company’/ ‘Second Applicant Company ,) and their respective Shareholders and Creditors (‘ Scheme ’) appended hereto as ANNEXURE “A” . The First Applicant Company and the Second Applicant Company are hereinafter also where

Page 18 of 40

19

the context admits, collectively referred to as the “Applicant Companies”. The Scheme, provides for inter-alia: (a) demerger of the Demerged Undertaking (as defined hereinafter) of the Demerged Company into the Resulting Company on a going concern basis (“Demerger”) and the consequent issuance of equity shares by the Resulting Company to the shareholders of the Demerged Company; and (b) various other matters consequential or integrally connected therewith, including the reorganisation of the share capital of the Resulting Company, pursuant to the provisions of Sections 230-232 and other applicable provisions of the Act and the SEBI Scheme Circulars.

• (ii) Background of Sterlite Technologies Limited (First Applicant Company/ Demerged Company) is as under:

• A. Sterlite Technologies Limited bearing CIN: L31300PN2000PLC202408, PAN: AAECS8719B, was originally incorporated as a Private Limited Company, under the Companies Act, 1956 under the name and style of Sterlite Telecom Systems Limited, on 24 March 2000. Subsequently, its name was changed to ‘Sterlite Optical Technologies Limited’ and a fresh certificate of incorporation consequent upon change of name was issued by the Registrar of Companies (RoC), Mumbai, Maharashtra, on 21 August 2000. Again, its name was changed to ‘Sterlite Technologies Limited’ and a fresh certificate of incorporation consequent upon change of name was issued by the Registrar of Companies (RoC), Mumbai, Maharashtra, on 25 August 2007.

• B. The equity shares of the First Applicant Company are listed on BSE and NSE.

• C. The Registered office of the First Applicant Company is situated at 4th Floor, Godrej Millennium, Koregaon Road 9, STS 12/1, Pune, Maharashtra 411001, India and the email address is secretarial@stl.tech.

• D. The Authorised, Issued, Subscribed and paid-up Share Capital of First Applicant Company as on 30 September 2023 is as under:

Particulars	Amount in Rs
Authorized Share Capital
75,00,00,000 Equity shares of Rs. 2/- each	150,00,00,000
Total	150,00,00,000
Issued, Subscribed and Paid-up
39,90,06,502 Equity Shares of Rs. 2/- each, fully paid up	79,80,13,004
Total	79,80,13,004

Subsequent to 30 September 2023, the First Applicant Company has issued 1,45,934 shares of Rs. 2 each against exercise of ESOP options by eligible employees. Further, the First Applicant Company has issued 8,84,56,435 Equity Shares of face value ₹2 each to eligible Qualified Institutional Buyers on 12 April 2024. Subsequently the updated issued, subscribed and paid-up Share Capital of the First Applicant Company is as follows.

Page 19 of 40

20

Particulars	Amount in Rs
Authorized Share Capital
75,00,00,000 Equity shares of Rs. 2/- each	150,00,00,000
Total	150,00,00,000
Issued, Subscribed and Paid-up
48,76,08,871 Equity Shares of Rs. 2/- each, fully paid up	97,52,17,742
Total	97,52,17,742

Subsequent to the above changes, there has been no change in authorised, issued, subscribed and paid up share capital of First Applicant Company.

• E. The main object of the First Applicant Company is set out in the Memorandum of Association as under:

• To carry on the business of manufacture, trade, sale, import, export or otherwise deal in all kinds, classes and varieties of telecommunication cables, jelly filled cables, dry core cables, coaxiable cables, optical fiber cables, switch boards cables, optical fibers, jumper wires, telephone handset cords, electrical wires and other suitable alike cables and wires, telegraph, wireless, telephone and telecommunications company and for this purpose to establish, operate, maintain, manage, work, repair telephone exchanges, public switched telephone network cables communication station, radio and television receiving stations, satellites, telecommunications network, to install sell, hire, license, lease telephones or any other instruments, appliances, apparatus used for transmission or reception of messages, signs and signals.

• To carry on the business of manufacture, design, developments, engineering, marketing, import and export, purchase, sales transfer, lease, maintain, repair, operation, transmission, consultancy, management contracting, execution, technical and educational services, licensing, franchising, distribution, agency or otherwise deal in hardware & software including intellectual property, computing and processing machines, systems, processes, equipment’s, apparatus, appliances, and others articles whether electronic, electric, mechanical, digital, telephonic, satellite, wireless or otherwise relating to telecommunication, information technology, informatics and allied activities.

• To carry on the business of Internet Services Provider and other value-added services, setup Telecom Infrastructure for Broadband Networks, Telecom Bandwidth buying and reselling, providing ASP’s (Application Software Package) for E–Commerce B2B, B2C Application, carry out E– Commerce activities, franchise operations for Telecom / Internet Services Providers and similar activities.

• F. There has been no change in the objects clause of the First Applicant Company during the last five years.

Page 20 of 40

21

  - G. The First Applicant Company is currently engaged in the in the following businesses:

  - a. Optical Networking - the division of the Demerged Company engaged in manufacture and sale of optical fibre, optical fibre cable, specialty cables and optical interconnect products (hereinafter referred to as “Optical Network Business” or “ONB”).

  - b. Global Services (the demerged undertaking) - the division of the Demerged Company engaged, both directly and through its subsidiaries, in system integration telecom network solutions and laying/developing private network infrastructure on turn-key project contract basis and provision of related services both in India and overseas, such as, fiber deployment services, managed services, system integrations services, FTTH deployment services, operations and maintenance of fiber and other MPLS based networks (hereinafter referred to as “Global Services Business” or “GSB”).

  - c. Digital & Technology Solutions - the division of the Demerged Company engaged in provision of IT-ITES solutions and services (hereinafter referred to as “Digital Business”).

• (iii) Background of STL Networks Limited (Second Applicant Company /Resulting Company) is as under:

• A. STL Networks Limited bearing CIN U72900PN2021PLC199875 was incorporated as a public limited company, under the Companies Act, 2013 under the name and style of STL Networks Limited, on the 26 March 2021.

• B. The Registered Office of the Second Applicant Company is situated at 4th Floor, Godrej Millennium, Koregaon Road 9, STS 12/1, Pune, Maharashtra 411001, India.

• C. The Authorised, Issued, Subscribed and paid-up Share Capital of the Second Applicant Company as on 30 September 2023 is as under:

Particulars	Amount in Rs
Authorized Share Capital
50,000 Equity shares of Rs. 10/- each	5,00,000
Total	5,00,000
Issued, Subscribed and Paid-up
50,000 Equity Shares of Rs. 10/- each, fully paid up	5,00,000
Total	5,00,000

Subsequent to the above date, there has been no change in authorised, issued, subscribed and paid up share capital of Second Applicant Company.

• D. The main objects specified in the Memorandum of Association of the Second Applicant Company is as follows:

Page 21 of 40

22

1. To carry on the business of providing, designing, developing, selling, and servicing of network modernization solutions, telecommunication systems and systems of all kinds for the conveyance by any means of sounds, visual images and signals of all kinds, building networks, providing wired and wireless connectivity, creation of core transport network, interconnected data centre design engineering and end-to-end cyber infrastructure.

2. To carry on the business of manufacture, design, developments, engineering, marketing, import and export, purchase, sales transfer, lease, maintain, repair, operation, transmission, consultancy, management contracting, execution, technical and educational services, licensing, franchising, distribution, agency or otherwise deal in hardware & software including intellectual property, computing and processing machines, systems, processes, equipments, apparatus, appliances, and others articles whether electronic, electric, mechanical, digital, telephonic, satellite, wireless or otherwise relating to telecommunication, information technology, informatics and allied activities.

3. To carry on the business of manufacture, trade, sale, import, export or otherwise deal in all kinds, classes and varieties of telecommunication cables, jelly filled cables, dry core cables, coaxial cables, optical fiber cables, switch boards cables, optical fibers, jumper wires, telephone handset cords, electrical wires and other suitable alike cables and wires, telegraph, wireless, telephone and telecommunications company and for this purpose to establish, operate, maintain, manage, work, repair telephone exchanges, public switched telephone network cables communication station, radio and television receiving stations, satellites, telecommunications network, to install sell, hire, license, lease telephones or any other instruments, appliances, apparatus used for transmission or reception of messages, signs and signals.”

4. E. There has been no change in the objects clause of Resulting Company during the last five years.

5. F. The Second Applicant Company is engaged in the business of providing, designing, developing, selling, and servicing of network modernization solutions, telecommunication systems and systems of all kinds for the conveyance by any means of sounds, visual images and signals of all kinds, building networks, providing wired and wireless connectivity, creation of core transport network, interconnected data centre design engineering and end-to-end cyber infrastructure.

(iv) Rationale of the Scheme:

1. The Global Services Business and other business verticals of the Demerged Company have been commenced and nurtured over different periods of time. They are currently at different stages of growth and maturity with each having distinct market dynamics, geographic focus, strategy, capital requirements and investor interest. The Demerged Undertakings and the Remaining Undertaking have both achieved scale and experience to sustain business independently in terms of profitability, turnover, order book, customer profile, talent, etc. Hence, segregation of the Demerged Undertaking into a separate entity would enable focused managements to explore the potential business opportunities more effectively and efficiently in the respective business;

2. a) The nature of opportunities, growth areas, risk and competition inherent in the Global Services Business is distinct from the Remaining Undertaking of the Demerged Company, since it is subject to distinct business cycle and market structure, necessitating different management approaches, focus and it is capable of attracting different set of investors, strategic partners, talent, lenders and other stakeholders.

Page 22 of 40

23

• b) Further growth and expansion of the Global Services Business would require a differentiated strategy aligned to its industry specific risks, market dynamics and growth trajectory. Moreover, the Global Services Business has now reached a meaningful scale and will be able to benefit by becoming independently focused company.

• c) The Government of India’s commitment to BharatNet phase three, which is a $10 billion plus program, gives an opportunity to the Demerged Company to grow its core business, i.e. the Optical Network Business and also provides consequent opportunities for the Global Services Business. Similarly, the Demerged Company is seeing an acceleration on the 5G deployment front which is driving requirement for fiber roll-out for network. In light of the above, there is a need for the activities of the Global Services Business and the other businesses of the Demerged Company to be organized and managed in a distinct way to tap in on the opportunities arising from the growing demand of telecom infrastructure in the country.

• Thus, the Demerger is expected to lead to following benefits:

• a) allowing respective businesses to create a strong and distinct platform which enables greater flexibility to pursue long‐term objectives;

• b) better alignment of the respective businesses to its customers and to improve competitiveness, operational efficiencies and strengthen its position in the relevant marketplace resulting in a more sustainable long-term growth and competitive edge;

• c) enabling accelerated growth of ONB and allowing the GSB to explore suitable strategies to fund its growth plans;

• d) creation of an independent company focusing exclusively on GSB and exploring opportunities in the said sector. The independent company can attract different sets of investors, strategic partners, lenders and other stakeholders having a specific interest in the GSB;

• e) the Demerger and consequent issue of equity shares by the Resulting Company are proposed to allow shareholders of the Demerged Company and investors to invest in the distinct key businesses and allow shareholders to unlock the value of their investments.

• f) dedicated and specialized management focus on the specific needs of the respective businesses.

• Pursuant to the Scheme, all the shareholders of Demerged Company will get new shares in the Resulting Company and there would be no change in the economic interest for any shareholder of Demerged Company pre and post Scheme in the Demerged Undertaking.

(v) Brief background and salient features of the Scheme

1. This Scheme is a Scheme of Arrangement between Sterlite Technologies Limited (‘Demerged Company’) and STL Networks Limited (‘Resulting Company’) and their respective Shareholders and Creditors under section 230-232 and other applicable provisions of the Companies Act, 2013.

2. In this Scheme, unless inconsistent with the subject or context, the following expressions shall have the following meanings:

3. “ Appointed Date ” means the opening of business hours on the April 1, 2023 or such other date as the NCLT may direct/ allow.

Page 23 of 40

24

• “ Demerged Undertaking ” means the business, undertaking, and properties, of the Demerged Company of whatsoever nature and kind and wheresoever situated, in each case, forming part of or necessary or advisable for the conduct of, or the activities or operations of, the Global Services Business on a going concern basis and shall mean and include (without limitation):

• a) all immovable properties (list of such immovable properties pertaining to the Global Services Business is more particularly set-out in Schedule I hereto) and rights thereto i.e. land together with the buildings and structures standing thereon (whether freehold, leasehold, leave and licensed, right of way, tenancies or otherwise) including roads, drains, civil works, foundations for civil works, buildings, offices, etc., which immovable properties exclusively or predominantly form part of the Global Services Business or which are determined by the Board as being necessary for conduct of, or the activities or operations of, the Global Services Business and all documents (including deeds or receipts) of title, rights and easements in relation thereto and all rights, covenants, continuing rights, title and interest, benefits and interests of agreements for lease or license or other rights to use of premises, in connection with the said immovable properties;

• b) all assets, as are movable in nature and which exclusively or predominantly form part of the Global Services Business, whether present or future, tangible or intangible, in possession or not, corporeal or incorporeal, in each case, wherever situated (including plant and machinery, capital work in progress, furniture, fixtures, fixed assets, contingent assets, computers, air conditioners, appliances, accessories, office equipment, communication facilities, installations, vehicles, inventories, stock in trade, stores and spares, packing material, raw material, tools and plants) actionable claims, earnest monies, security deposits paid or deemed to have been paid and sundry debtors, prepaid expenses, bills of exchange, promissory notes, financial assets, investment and shares in entities/ branches/ offices undertaking the Global Services Business in India or overseas, outstanding loans and advances, recoverable in cash or in kind or for value to be received, receivables, funds, cash and bank balances and deposits including accrued interest thereto with any Appropriate Authority, banks, customers and other persons, the benefits of any bank guarantees and performance guarantees;

• c) all permits, licenses, permissions, right of way, approvals, clearances, consents, benefits, registrations, rights, entitlements, pre-qualifications, eligibility criterion, credits, certificates, awards, sanctions, allotments, quotas, no objection certificates, exemptions, concessions, subsidies, tax deferrals, incentives, (including but not limited to benefits of all tax holiday, tax relief including under the Income Tax Act, 1961 such as brought forward accumulated tax losses, unabsorbed depreciation, etc.), tax related assets and credits including but not limited to GST input credits, CENVAT credits, advance tax, tax deducted at source, exemptions and other benefits (in each case including the benefit of any applications made for the same), relatable to the Global Services Business, if any, liberties and advantages, approval for commissioning of project and other licenses or clearances granted/ issued/ given by any Appropriate Authority, organizations or companies necessary for conduct of, or the activities or operations of, the Global Services Business or in connection therewith including those relating to privileges, powers, facilities of every kind and description of whatsoever nature and the benefits thereto that which exclusively or predominantly form part of the Global Services Business;

• d) all contracts, agreements, request for proposals, purchase orders/ service orders, operation and maintenance contracts, memoranda of understandings, memoranda of undertakings, memoranda of agreements, memoranda of agreed points, bids, tenders, approved tenders, ongoing participated tenders, open tenders, open order books, tariff policies, expressions of interest, letters of intent, hire and purchase arrangements, procurement agreements, services agreements, lease/ license agreements, tenancy rights, agreements/ panchnamas for right of way, equipment

Page 24 of 40

25

purchase agreements, agreement with customers, purchase and other agreements with the supplier/ manufacturer of goods/ service providers, other arrangements, undertakings, deeds, bonds, schemes, concession agreements, insurance covers and claims, clearances and other instruments of whatsoever nature and description, whether vested or potential and written, oral or otherwise and all rights, title, interests, claims and benefits thereunder which exclusively or predominantly form part of the Global Services Business;

• e) all rights to use and avail telephones, facsimile, email, internet, leased line connections and installations, utilities, electricity and other services, reserves, provisions, funds, benefits of assets or properties or other interests held in trusts, registrations, contracts, engagements, arrangements of all kind, privileges and all other rights, easements, liberties and advantages of whatsoever nature and wheresoever situated belonging to or in the ownership, power or possession and in control of or vested in or granted in favour of or enjoyed by the Demerged Company which exclusively or predominantly form part of the Global Services Business and all other interests of whatsoever nature belonging to or in the ownership, power, possession or control of or vested in or granted in favour of or held for the benefit of or enjoyed by the Demerged Company which exclusively or predominantly form part of the Global Services Business;

• f) Demerged Undertaking Liabilities;

• g) Demerged Undertaking IP;

• h) all books, records, files, papers, engineering and process information, records of standard operating procedures, computer programmes along with their licenses, drawings, manuals, data, catalogues, quotations, sales and advertising materials, lists of present and former customers and suppliers, customer credit information, customer pricing information and other records whether in physical or electronic form, in connection with or relating to the Global Services Business of the Demerged Company;

• i) Transferred Employees;

• j) Investment in subsidiaries, joint ventures, associates, branches etc in India, UK, or any such jurisdiction whether existing or which would come into existence either prior to or after the Appointed Date for carrying on the Global Services Business whether in India or outside;

• k) Right to use the work experience, qualifications, capabilities, legacies and track record with national & international customers/companies, government / non – government agencies / bodies, contracts with clients and with vendors, (including technical parameters, past performance, track record, financial credentials such profitability, turnover, net-worth, financials, Incorporation History, etc.) of the Demerged Company pertaining to GSB, acquired by reason of the completion of various projects and works, certificates of completion of projects or works issued by the clients and the right to use all these past credentials for qualifying for any tender or project in the future.

It is clarified that any question that may arise as to whether a specific asset (tangible or intangible) or any liability pertains or does not pertain to the Global Services Business or whether it arises out of the activities or operations of the Global Services Business or not, shall be decided by the Board of the Demerged Company or any committee thereof empowered by the Board.

• “ Effective Date ” means the last of the dates on which all the conditions and matters referred to in Clause 28 occur or have been fulfilled, obtained or waived, as applicable, in accordance with this Scheme. Reference in this Scheme to the date of “c oming into effect of this Scheme ” or “ effectiveness of this Scheme ” shall mean the Effective Date.

Page 25 of 40

26

• “ Record Date ” means the date to be fixed by the board of directors of the Resulting Company in consultation with the Demerged Company for the purpose of reckoning names of the equity shareholders of the Demerged Company, who shall be entitled to receive Resulting Company Equity Shares of the Resulting Company upon coming into effect of this Scheme as specified in Clause 16 of this Scheme.

(vi) Consideration

Upon this Scheme becoming effective and in consideration of vesting of the Demerged Undertaking from the Demerged Company to the Resulting Company in terms of this Scheme, the Resulting Company shall, without any further application, act, instrument or deed and without any payment by the shareholders, issue and allot equity shares, credited as fully paid-up, to the shareholders of the Demerged Company, holding fully paid up equity shares in the Resulting Company and whose names appear in the register of members (including register and index of beneficial owners maintained by a depository under Section 11 of the Depositories Act, 1996) of the Resulting Company on the Record Date or to such of their respective heirs, executors, administrators or other legal representative or other successors in title as on the Record Date in the following manner/ratio:

“ 1 (one) fully paid up equity share of Rs. 2/- (Rupees Two only) each of the Resulting Company shall be issued and allotted for every 1 (one) fully paid up equity shares of Rs. 2/(Rupees Two only) each held in the Demerged Company ” (“ Share Entitlement Ratio ”).

The shares issued by the Resulting Company pursuant to Clause 16 of the Scheme are referred to as “ Resulting Company Equity Shares ”.

Details of the assets and liabilities of each of the Resulting Company and the Demerged Company, pre and post demerger are annexed hereto as ‘Annexure P1’ and ‘Annexure P2’ .

THE FEATURES SET OUT ABOVE BEING ONLY THE MATERIAL PROVISIONS OF THE SCHEME, THE EQUITY SHAREHOLDERS OF THE FIRST APPLICANT COMPANY ARE REQUESTED TO READ THE ENTIRE TEXT OF THE SCHEME OF ARRANGEMNET TO GET THEMSELVES FULLY ACQUAINTED WITH THE PROVISIONS THEREOF.

1. Board Meeting, Valuation Report & Basis of Valuation Report

The Scheme was placed before the Board of Directors of the First Applicant Company on 17 May 2023, wherein the report on Share Entitlement Ratio issued by SSPA & Co., Chartered Accountants (IBBI Registration No. IBBI/RV/06/2018/10092), Registered Valuer, was also placed before the Board.

2. Submissions, Approvals and Other Information

• The First Applicant Company had made a joint application along with the Second Applicant Company with the National Company Law Tribunal, Mumbai Bench for the sanction of the Scheme under Sections 230 to 232 of the Companies Act, 2013 and is subject to approval of the NCLT.

• The draft Scheme was placed before the Audit Committee of the First Applicant Company at its meeting held on 16 May 2023. On the basis of its evaluation and independent judgement and consideration of the draft Scheme, Report on share entitlement Ratio received from SSPA & Co., Chartered Accountants (enclosed herewith as ‘ Annexure C ’), Fairness Opinion on the

Page 26 of 40

27

share entitlement Ratio received from RBSA Capital Advisors Limited on 16 May 2023 (enclosed herewith as ‘ Annexure D ’), draft certificate from the Statutory Auditors of the Company on the Accounting treatment in the scheme, the Audit Committee recommended the Scheme to the Board of Directors of the First Applicant Company.

• Sterlite Technologies Limited, a listed public limited company, in compliance with the applicable SEBI Circulars, presented the draft Scheme, along with all requisite information and documents to BSE Limited (‘BSE’) and National Stock Exchange of India Limited (‘NSE’), for obtaining necessary approval from the Securities and Exchange Board of India (“SEBI”) through BSE & NSE. The approval in form of the Observation letter dated 28 September 2023 and 15 September 2023 received from BSE & NSE, respectively, are enclosed herewith as ‘ Annexure E1 & E2 ’.

• As required by the SEBI Circular, the First Applicant Company has filed the Complaint Report with BSE and NSE on 28 June 2023 and 18 July 2023, respectively. The report indicate that the First Applicant Company received NIL complaints. Copies of the aforementioned Complaint Report submitted to BSE & NSE respectively are enclosed as ‘Annexure F1’ and ‘Annexure F2’ to this Notice.

• Compliance Report submitted to BSE and NSE, respectively, by Sterlite Technologies Limited are enclosed as ‘Annexure G1’ and ‘Annexure G2’

• Report by the Board of Directors of Sterlite Technologies Limited and STL Networks Limited, pursuant to the provisions of Section 232(2)(c) of the Companies Act, 2013 are enclosed as ‘Annexure H1’ and ‘Annexure H2’ .

• As per comments contained in the above Observation Letters, details of ongoing adjudication & recovery proceedings, prosecution initiated and all other enforcement action taken against Sterlite Technologies Limited, its promoters and directors are attached as ‘Annexure R’.

3. Directors, Promoters and Key Managerial Personnel (“KMP”)

• a. There are KMPs in the First Applicant Company. There are no KMPs in the Second Applicant Company.

• b. None of the Directors or the KMPs of the First and Second Applicant Company and their relatives have any material concern or interest, financial and / or otherwise in the Scheme except to the extent of their shareholding in the Applicant Companies.

• c. The details of the present Directors of all Applicant Companies are as follows:

List of directors of Sterlite Technologies Limited

		Name of the Director		Equity share (nos.)	Shareholding (%)
S. No.	DIN		Address
1.	06487248	Kumud Madhok Srinivasan	255, SW Alderidge Dr, Portland, OR 97225	-	-

Page 27 of 40

28

2.	02497125	Bangalore Jayaram Arun	202, Purva Grande 49 Lavelle Road Bangalore - 560001	-	-
3.	03344202	Ankit Agarwal	117, Koregaon Park, South main road, Lane No. 4, Pune- 411001, Maharashtra	8,38,676	0.17
4.	06451889	Subramanian Madhavan	D 1063 NFC, New Delhi- 110025	-	-
5.	00022096	Pravin Agarwal	117, Koregaon Park, Pune - 411001	50,000	0.01
6.	00116303	Sandip Das	909A, The Magnolias, DLF Golf Link Apartments, DLF Phase V, Golf Course Road, Gurgaon , Haryana 122009, India	-	-
7.	00010883	Anil Kumar Agarwal	Flat 2 42 Hill Street London W1J5NU GB	-	-
8.	08567907	Venkatesh Murthy	C-301, Gurdev Complex, Phase-3, Sayli Road, Dadra Nagar Haveli, Silvasa- 396230	59,461	0.01
9.	08333492	Ms. Amrita Gangotra	A-118-E Sector 35, Noida 201301	-	-

List of directors of STL Networks Limited

				Equity Share (Nos.)	Shareholding (%)
S. NO.
	DIN	Name of the Director	Address
1	. 03344202	Ankit Agarwal	117, Koregaon Park, South main road, Lane No. 4, Pune- 411001, Maharashtra	-	-
2	. 10302407	Gopal Chandra Rastogi	Apartment No-1001, 10th Floor, Block No- B1, The Residences Uniworld Resorts, Narsinghpur, Gurgaon, 12 2004, Haryana	-	-
3	. 01991389	Praveen Cherian	1B, Eastwood Layout, Harlur Road, Bengaluru-560102	-	-

d. Lists of Shareholders of Sterlite Technologies Limited is as follows:

Page 28 of 40

29

Sr. No.	Name of Shareholder	Address	No. of Equity Shares held in the First Applicant Company
A.	Promoter & Promoter Group:
1.	Jyoti Agarwal	117, Koregaon Park, South main road, Lane No. 4, Pune-411001, Maharashtra	11,500
2.	Navin Kumar Agarwal	Soham, 8/738, Behramji Gamadia Road, Mumbai- 400026.	2,86,945
3.	Pravin Agarwal	117, Koregaon Park, South main road, Lane No. 4, Pune-411001, Maharashtra	50,000
4.	Pratik Pravin Agarwal	403-A, 3rdfloor, Samudra Mahal, A-Wing, Opp Lotus,DR A.B.Road, Worli Mumbai, 400018	52,500
5.	Ankit Agarwal	117, Koregaon Park, South main road, Lane No. 4, Pune-411001, Maharashtra	8,38,676
6.	Ruchira Agarwal	Soham, 8/738, Behramji Gamadia Road, Mumbai- 400026	16,000
7.	Sonakshi Agarwal	403-A, 3rdfloor, Samudra Mahal, A-Wing, Opp Lotus,DR A.B.Road, Worli Mumbai, 400018	21,000
8.	Anil Kumar Agarwal	Flat 2 42 Hill Street London W1J5NU GB	0

Page 29 of 40

30

9.	Vedanta Limited	Vedanta Limited	Vedanta Limited	1st Floor, C wing, Unit 103, Corporate Avenue Atul Projects, Chakala, Andheri (East), Mumbai City, Mumbai, Maharashtra, India, 400093	1st Floor, C wing, Unit 103, Corporate Avenue Atul Projects, Chakala, Andheri (East), Mumbai City, Mumbai, Maharashtra, India, 400093	47,64,295
10.	Pravin Agarwal Family Trust			4th Floor, Godrej Millennium, Koregaon Road 9, STS 12/1, Pune, Maharashtra, India, 411001		100
11.	Twinstar Overseas Limited			C/o IQ EQ Corporate Services (Mauritius) Ltd 33, Edith Cavell Street, Port Louis 11324, Ma		20,94,02,750
B.	Public Shareholders					27,21,28,844
Total						48,75,72,610
e. Lists of Shareholders of STL Networks Limited				is as follows:
Sr. No.		Name of Shareholder	Address		No. of Equity Shares held in the Second Applicant Company
Promoter and Promoter Group
1.		Sterlite Technologies Limited	4th Floor, Godrej Millennium, Koregaon Road 9, STS 12/1, Pune, Maharashtra, India, 411001		49,994
2.		Sterlite Technologies Limited jointly with Sumit Mukherjee	4th Floor, Godrej Millennium, Koregaon Road 9, STS 12/1, Pune, Maharashtra, India, 411001		1
3.		Sterlite Technologies Limited jointly with Venkatesh Murthy	4th Floor, Godrej Millennium, Koregaon Road 9,STS 12/1,		1

Page 30 of 40

31

		Pune, Maharashtra, India, 411001
4.	Sterlite Technologies Limited jointly with Ankit Agarwal	4th Floor, Godrej Millennium, Koregaon Road 9, STS 12/1, Pune, Maharashtra, India, 411001	1
5.	Sterlite Technologies Limited jointly with Gopal Rastogi	4th Floor, Godrej Millennium, Koregaon Road 9, STS 12/1, Pune, Maharashtra, India, 411001	1
6.	Sterlite Technologies Limited jointly with Badri Gomatam	4th Floor, Godrej Millennium, Koregaon Road 9, STS 12/1, Pune, Maharashtra, India, 411001	1
7.	Sterlite Technologies Limited jointly with Mrunal Dixit	4th Floor, Godrej Millennium, Koregaon Road 9, STS 12/1, Pune, Maharashtra, India, 411001	1
TOTAL			50,000

The pre and post scheme shareholding pattern (including Promoter and Promoter Group) of Sterlite Technologies Limited and STL Networks Limited are annexed hereto as ‘ Annexure I1 ’ and ‘ Annexure I2 ’.

4. THE IMPACT OF DEMERGER ON REVENUE GENERATING CAPACITY

The business presently undertaken by the Sterlite Technologies Limited (directly and indirectly) comprises of the Optical Network Business (‘ONB’), Global Services Business (‘GSB’) and Digital Business, each of which have different requirements and are operated independent of each other as separate business verticals.

The segregation of the Global Services Business undertaking would not impact the revenue generating capacity of the remaining business of the Company related to the Optical network Business and Digital Business. Further, the demerger would unlock value of each business vertical of the Company thereby enhancing its business operations with more efficient management control and independent strategies thus positively impacting its revenue generating capacity of the Optical network Business and Digital Business.

5. NEED FOR DEMERGER/ RATIONALE OF THE SCHEME/ SYNERGIES OF THE BUSINESS OF THE ENTITIES INVOLVED IN THE SCHEME

• I. The Global Services Business and other business verticals of the Demerged Company have been commenced and nurtured over different periods of time. They are currently at different

Page 31 of 40

32

stages of growth and maturity with each having distinct market dynamics, geographic focus, strategy, capital requirements and investor interest. The Demerged Undertakings and the Remaining Undertaking have both achieved scale and experience to sustain business independently in terms of profitability, turnover, order book, customer profile, talent, etc. Hence, segregation of the Demerged Undertaking into a separate entity would enable focused managements to explore the potential business opportunities more effectively and efficiently in the respective business;

  - (a) The nature of opportunities, growth areas, risk and competition inherent in the Global Services Business is distinct from the Remaining Undertaking of the Demerged Company, since it is subject to distinct business cycle and market structure, necessitating different management approaches, focus and it is capable of attracting different set of investors, strategic partners, talent, lenders and other stakeholders.

  - (b) Further growth and expansion of the Global Services Business would require a differentiated strategy aligned to its industry specific risks, market dynamics and growth trajectory. Moreover, the Global Services Business has now reached a meaningful scale and will be able to benefit by becoming independently focused company.

  - (c) The Government of India’s commitment to BharatNet phase three, which is a $10 billion plus program, gives an opportunity to the Demerged Company to grow its core business, i.e. the Optical Network Business and also provides consequent opportunities for the Global Services Business. Similarly, the Demerged Company is seeing an acceleration on the 5G deployment front which is driving requirement for fiber roll-out for network. In light of the above, there is a need for the activities of the Global Services Business and the other businesses of the Demerged Company to be organized and managed in a distinct way to tap in on the opportunities arising from the growing demand of telecom infrastructure in the country.

• II. Thus, the Demerger is expected to lead to following benefits:

  • (a) allowing respective businesses to create a strong and distinct platform which enables greater flexibility to pursue long‐term objectives;

  • (b) better alignment of the respective businesses to its customers and to improve competitiveness, operational efficiencies and strengthen its position in the relevant marketplace resulting in a more sustainable long-term growth and competitive edge;

  • (c) enabling accelerated growth of ONB and allowing the GSB to explore suitable strategies to fund its growth plans;

  • (d) creation of an independent company focusing exclusively on GSB and exploring opportunities in the said sector. The independent company can attract different sets of investors, strategic partners, lenders and other stakeholders having a specific interest in the GSB;

  • (e) the Demerger and consequent issue of equity shares by the Resulting Company are proposed to allow shareholders of the Demerged Company and investors to invest in the distinct key businesses and allow shareholders to unlock the value of their investments.

  • (f) dedicated and specialized management focus on the specific needs of the respective businesses.

6. COST BENEFIT ANALYSIS OF THE SCHEME

Page 32 of 40

33

The Scheme is expected to lead to improved competitiveness, operational efficiency and strengthen the position in the marketplace for both the Demerged Company and Resulting Company. This would strengthen competitive advantage in the long run and is expected to offset the cost due to implementation of the Scheme.

Impact of the Scheme on the Shareholders

Upon the Scheme becoming effective, pursuant to the transfer and vesting of GSB Undertaking of the Demerged Company into Resulting Company, and in consideration for the said transfer, the shareholders of the Demerged Company shall be issued and allotted fully paid up equity shares in the Resulting Company as per the Share Entitlement Ratio. Accordingly, the overall economic interest of the equity shareholders of the Demerged Company shall remain same in both the Demerged and the Resulting Company. Further, there is no proposed change in the shareholding pattern of the Company pursuant to the said Scheme.

There will be no change in the shareholding pattern of the Company as a result of the demerger pursuant to the Scheme and that the Resulting Company’s shareholding pattern will mirror the shareholding pattern of the Company as a consequence of the effectiveness of the Scheme. The equity shares of Resulting Company so issued and allotted as provided above shall be listed on the Stock Exchanges.

In light of the above, the proposed Scheme is expected to be beneficial to the Company and its shareholders and all other stakeholders at large and is not detrimental to any of the shareholders of the Company.

7. Statement disclosing details of Arrangement as per sub-section 3 of Section 230 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016

No	Particulars	Sterlite Technologies Limited	STL Networks Limited
(i)	Details of the order of the NCLT directing the calling, convening and conducting of the meeting
a.	Date of Order	17 April 2024 and 15 May 2024
b.	Date, time and venue of the meeting	Wednesday, 10 July 2024at 10:00 a.m. through video conferencing	Not Applicable
(ii)	Details of the Companies including
a	Corporate Identification Number (CIN)	L31300PN2000PLC202408	U72900PN2021PLC199875
b	Permanent Account Number (PAN)	AAECS8719B	ABFCS8040P
c	Name of Company	Sterlite Technologies Limited	STL Networks Limited

Page 33 of 40

34

d	Date of Incorporation	24 March 2000	26 March 2021
e	Type of Company	Listed Public Limited Company	Public Limited Company
f	Registered Office address	4th Floor, Godrej Millennium, Koregaon Road 9, STS 12/1, Pune, Maharashtra,India,411001	4th Floor, Godrej Millennium, Koregaon Road 9, STS 12/1, Pune, Maharashtra,India,411001
	E-mail address	secretarial@stl.tech	secretarial@stl.tech
g	Summary of the main object as per the Memorandum of Association;	Refer clause ii (E) of this statement	Refer clause iii (D) of this statement
g	Summary of the main business carried on by the Company	Refer clause ii (G) of this statement	Refer clause iii (F) of this statement
h	Details of change of name, Registered Office and objects of the Company during the last five years	The Registered office of the first applicant company was shifted from the jurisdiction of RoC-Mumbai to the RoC- Pune with effect from 6 July 2021. There were no changes in the name and objects of the Company during the last five years.	There were no changes in the name, Registered Office and objects of the Company during the last five years.
i	Name of stock exchange(s) where securities of the Company are listed, if applicable	The equity shares of the First Applicant Company are listed on BSE and NSE.	Not Applicable
j	Details of capital structure- Authorized, Issued, subscribed and paid-up share capital	Refer clause ii (D) of this statement	Refer clause iii (C) of this statement
k	Names of the promoters and directors along with theiraddresses	Refer clause 3 (c) and (d) of this statement	Refer clause 3 (c) and (e) of this statement
(iii)	If the scheme of Arrangement relates to more than one company, the fact and details of any relationship subsisting between such companies who are parties to such scheme of Arrangement, including holding, subsidiary orassociate	The Second Applicant Company is a wholly owned subsidiary of the First Applicant Company.

Page 34 of 40

35

	companies
(iv)	The date of board meeting at which the scheme was approved by the board of directors including the name of directors who voted in favour of the resolution, who voted against the resolution and who did not vote or participate on such resolution	17 May 2023 All directors present in the meeting have voted in favour of the resolution.	17 May 2023 All directors present in the meeting have voted in favour of the resolution.
(v)	Explanatory Statement disclosing details of the scheme of Arrangement including: -
a.	Parties involved in Such Arrangement	Scheme of Arrangement between Sterlite Technologies Limited (‘Demerged Company’) and STL Networks Limited (‘ResultingCompany’).
b.	Appointed Date	01 April 2023
c.	Effective Date	As defined in the Scheme of Arrangement.
d.	Share Exchange Ratio and other considerations, if any	1 (one) fully paid up equity share of Rs. 2/- (Rupees Two only) each of the Resulting Company shall be issued and allotted for every 1 (one) fully paid up equity shares of Rs. 2/- (Rupees Two only) each held in the Demerged Company” (“ShareEntitlement Ratio”).
e.	Summary of valuation report (if applicable) including basis of valuation and fairness opinion of the registered valuer, if any; and the declaration that the valuation reports is available for inspection at the registered office of the company	The Company has obtained the Report on Share entitlement Ratio from SSPA & Co., Chartered Accountants (‘Annexure C') and Fairness Opinion on the share entitlement Ratio received from the Merchant Banker (‘Annexure D'). The same shall be available at the Registered Office of the Company for inspection.
f.	Details of capital or debt restructuring, if any	NIL
g.	Rationale for the Arrangement	Refer clause iv of this statement.
h.	Benefits of the compromise or arrangement as perceived by the Board of directors to the company, members, creditors and others (as	Refer clause iv of this statement.

Page 35 of 40

36

	applicable)
i.	Amount due to unsecured Creditors	As on 31 October 2023, the total value of unsecured creditors is approx. INR 21,42,09,50,988/- (Rupees Twenty One Billion Forty Two Crore Nine Lakh Fifty Thousand Nine Hundred and EightyEight only)	As on 31 October 2023, the total value of unsecured creditors is approx. INR 2,83,900/- (Rupees Two Lakh Eighty Three Thousand Nine Hundred only)
(vi)	Disclosure about effect of the Arrangement on:
a	Key Managerial personnel (KMP) (other than Directors)	The Directors, KMP and their respective relatives of First Applicant Company and Second Applicant Company may be affected only to the extent of their shareholding in respective companies and to the extent that the said Directors / KMP are the partners, directors, members of the companies, firms, association of persons, bodies corporate and/or beneficiary of trust that hold shares in the said companies, if any. Save as aforesaid, none of the Directors / KMP of the said companies have any material interest in the Scheme.
b	Directors
c	Promoters	The Promoters and Non-Promoters of the First Applicant Company and Second Applicant Company may be affected only to the extent of their shareholding in First Applicant Company and Second Applicant Company.
d	Non-promoter members
e	Depositors	Not applicable
f	Creditors	No adverse effect since there will be no reduction in their claims and the assets of Applicant Companies post- demerger will be more than sufficient to discharge their claims.
g	Debenture holders	With regards to the debenture holders of First Applicant Company, there will be no material effect pursuant to the Scheme as the debentures of the First Applicant Company will not be transferred to the Second Applicant Company. As there are no debenture holders and debenture trustee in Second Applicant Company, the effect of the Scheme on them do not arise.
h	Deposit trustee & Debenture trustee	As there are no depositors, deposit trustee, debenture holders and debenture trustee in Second Applicant Company, the effect of the Scheme on them do not arise. As there are no depositors and deposit trustee in First Applicant Company, the effect of the Scheme on the depositors and deposit trustee on First Applicant Company do not arise. With regards to the debenture trustee of First Applicant Company, there will be no material effect pursuant to the Scheme of Arrangement as the debentures of the First Applicant Company will not be transferred to the Second Applicant Company.

Page 36 of 40

37

i	Employees of the company	All employees of the Demerged Company engaged in or in relation to the Demerged Undertaking and who are in such employment as on the Effective Date shall be transferred to and become the employees of the Resulting Company with effect from the Effective Date (the “Transferred Employees”) on the same terms and conditions of employment on which they are engaged by the Demerged Company without any break or interruption in service for the purpose of calculating retirement benefits. The Resulting Company undertakes to continue to abide by any agreement/settlement entered into by the Demerged Company with any employee of the Demerged Company in relation to the Transferred Employees.	No effect
(vii)	Disclosure about effect of Arrangement on material interest of Directors
	Directors	The Directors of the Applicant Companies may be deemed to be concerned and/or interested in the Scheme to the extent of their shareholding in the Applicant Companies, or to the extent the said Directors are common Directors in the Transferor Company and the Transferee Company, or to the extent the said Directors are the partners, directors, members of the companies, firms, association of persons, bodies corporate and/or beneficiary of trust, that hold shares in the Transferor Company and the Transferee Company.
	Key Managerial personnel	There shall be no material effect of Scheme on any of the Key Managerial Personnel.	Not applicable
	Debenture Trustee	There shall be no material effect of Scheme on Debenture Trustee as the debentures of the First Applicant Company will not be transferred to the Second Applicant Company.	Not Applicable
(viii)	Investigation or proceedings, if any, pending against the	No pending investigation or pending proceedings is pending against the First Applicant Company and Second Applicant Company.

Page 37 of 40

38

	company under the Act
(ix)	Details of the availability of the following documents for obtaining extract from or for making or obtaining copies of or inspection by the members and creditors:
(a)	Latest Audited Financial Statements of the Company including consolidated financial statements	Available at Registered Office of the Company between 10:00 a.m. to 5:00 p.m. on all working days, except Saturdays, Sundays and Public Holidays, up to 1 (one) day prior to the date of the meeting.
(b)	Copy of the order of Tribunal in pursuance of which the meeting is to be convened or has been dispensed with	Available at Registered Office of the Company 10:00 a.m. to 5:00 p.m. on all working days, except Saturdays, Sundays and Public Holidays, up to 1 (one) day prior to the date of the meeting.
(c)	Copy of Scheme of Arrangement	Given as ‘Annexure A’. Available at Registered Office of the Company between 10:00 a.m. to 5:00 p.m. on all working days, except Saturdays, Sundays and Public Holidays, up to 1 (one) day prior to the date of the meeting.
(d)	Contracts or Agreements material to the compromise or arrangement	There were no contracts or agreements material to the Scheme of Arrangement.
(e)	The certificate issued by the Auditor of the company to the effect that the accounting treatment, if any, proposed in the scheme of compromise or arrangement is in conformity with the Accounting Standards prescribed under Section 133 of the CompaniesAct,2013	Given as ‘Annexure N1’and ‘Annexure N2’. Available at Registered Office of the Company between 10:00 a.m. to 5:00 p.m. on all working days, except Saturdays, Sundays and Public Holidays, up to 1 (one) day prior to the date of the meeting.
(f)	Such other information or documents as the Board or Management believes necessary and relevant for making decision things for or against the scheme	Nil
(x)	Details of approvals, sanctions or no- objection(s), if any, from regulatory or any other governmental authorities required,	Approval of the National Company Law Tribunal is required for the proposed Scheme. In this regard, the Company Application is pending for disposal before Hon’ble Mumbai Bench of NCLT.

Page 38 of 40

39

	received or pending for the proposed scheme of compromise or arrangement	As per the directions of Hon’ble Mumbai Bench of NCLT, notice under Section 230(5) of Companies Act, 2013 is being given to: 1. Central Government through the office of Regional Director (Western region), Mumbai 2. Jurisdictional Registrar of Companies at Pune 3. Income Tax Authority 4. Nodal Authority in the Income Tax Department 5. Jurisdictional GST Authority 6. BSE 7. NSE 8. SEBI 9. Ministry of Corporate Affairs
(xi)	A statement to the effect that the persons to whom the notice is sent may vote in the meeting either in person or by proxies, or where applicable, by voting through electronic means	Since this Meeting is being held through VC / OAVM, physical attendance of the equity shareholders has been dispensed with. Accordingly, the facility for appointment of proxies by the equity shareholders will not be available for the Meeting.

Page 39 of 40

40

8. General

The following additional documents will be open for inspection to the equity shareholders of the First Applicant Company at its Registered Office between 10:00 a.m. to 5:00 p.m. on all working days, except Saturdays, Sundays and Public Holidays, up to 1 (one) day prior to the date of the meeting:

• (i) Papers and proceedings in CA (CAA)/24/MB/2024 including certified copy of the Order of the Mumbai Bench of the National Company Law Tribunal in the said Company Application directing the convening and holding of the meetings of the equity shareholders of the Applicant Company;

• (ii) Memorandum of Association and Articles of Association of the First Applicant Company;

• (iii) Valuation report issued by Registered Valuer.

• (iv) Register of Directors and Shareholders of the First Applicant Company.

• (v) Audited Financial Statements for the year ended on 31[st] March, 2023 of the First Applicant Company.

• (vi) Copies of the resolutions passed by the respective Board of Directors of Applicant Companies dated 17 May 2023 approving the Scheme.

Sd/-

Bangalore Jayaram Arun

Chairman Appointed for the Meeting

DIN: 02497125

Date: June 07, 2024

Place: Pune

Registered Office:4th Floor, Godrej Millennium, Koregaon Road 9,

STS 12/1, Pune, Maharashtra 411001, India

Page 40 of 40

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV

CA (CAA)/24/MB-IV/2024

In the matter of the Companies Act, 2013 ;

AND

In the matter of

Sections 230 to Section 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013

read with Companies

(Compromises, Arrangements and Amalgamation) Rules, 2016;

AND

In the matter of The Scheme of Arrangement Between

Sterlite Technologies Limited

(“Demerged Company”) and

STL Networks Limited

(“Resulting Company””)

And their respective Shareholders and Creditors.

Sterlite Technologies Limited

[CIN: L31300PN2000PLC202408] ... First Applicant Company/

Demerged Company

STL Networks Limited [CIN: U72900PN2021PLC199875] Resulting Company

... Second Applicant Company/

1

41 of 359

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV

CA (CAA)/24/MB-IV/2024

Order delivered on 17.04.2024

Coram:

Smt. Anu Jagmohan Singh Hon’ble Member (Technical)

Mr. Kishore Vemulapalli Hon’ble Member (Judicial)

Appearances :

For the Applicant(s)

• : Mr. Hemant Sethi a/w Ms. Tanaya Sethi i/b Hemant Sethi & Co., Advocates.

ORDER

1. Heard the Ld. Counsel for the Applicant Companies.

2. The Learned Counsel for the Applicant Companies states that the present Scheme is a Scheme of Arrangement between Sterlite Technologies Limited (‘First Applicant Company’ or ‘Demerged Company’) and STL Networks Limited (‘Second Applicant Company’ or ‘Resulting Company’) and their respective shareholders and creditors (‘the Scheme’), under the provisions of section 232 read with Section 230 and other applicable provisions of the Companies Act, 2013 and Rules framed thereunder.

3. The Learned Counsel for the Applicant Companies submits that the Board of Directors of the Demerged Company and Resulting Company in their respective meetings held on 17[th] May 2023 approved the Scheme of Arrangement. The Appointed Date fixed under the Scheme means the opening of business hours on the 1[st] April 2023.

2

42 of 359

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV

CA (CAA)/24/MB-IV/2024

1. The Learned Counsel for the Applicant Companies states that the Share Capital of the Applicants as on 30[th] September 2023 is as under:

2. I. The Authorised Share Capital of the First Applicant Company is Rs. 150,00,00,000 divided into 75,00,00,000 Equity Shares of Rs. 2/- each. Issued, subscribed and paid-up Share Capital of the First Applicant Company is Rs. 79,81,02,126 divided into 39,90,51,063 Equity Shares of Rs. 2/each. Subsequent to 30 September 2023, the First Applicant Company has issued 44,561 shares of Rs. 2 each against exercise of ESOP options by eligible employees. The updated issued, subscribed and paid up Share Capital of the First Applicant Company is Rs. 79,81,91,248 divided into divided into 39,90,95,624 Equity Shares of Rs. 2/- each.

3. II. The Authorised Share Capital of the Second Applicant Company is Rs. 5,00,000 divided into 50,000 Equity Shares of Rs. 10/- each. Issued, subscribed and paidup Share Capital of the Second Applicant Company is Rs. 5,00,000 divided into 50,000 Equity Shares of Rs. 10/- each. Subsequent to 30 September 2023, there has been no change in the Authorised, issued, subscribed and paid-up share capital of the Second Applicant Company.

3

43 of 359

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV

CA (CAA)/24/MB-IV/2024

1. The Learned Counsel for the Applicant Companies further states that the First Applicant Company is engaged in the following business:

2. i. Optical Networking - the division of the Demerged Company engaged in manufacture and sale of optical fibre, optical fibre cable, specialty cables and optical interconnect products (hereinafter referred to as “Optical Network Business” or “ONB”).

3. ii. Global Services (the demerged undertaking) - the division of the Demerged Company engaged, both directly and through its subsidiaries, in system integration telecom network solutions and laying/developing private network infrastructure on turn-key project contract basis and provision of related services both in India and overseas, such as, fiber deployment services, managed services, system integrations services, FTTH deployment services, operations and maintenance of fiber and other MPLS based networks (hereinafter referred to as “Global Services Business” or “GSB”).

4. iii. Digital & Technology Solutions - the division of the Demerged Company engaged in provision of IT-ITES solutions and services (hereinafter referred to as “Digital Business”).

The First Applicant Company is a listed company having its equity shares listed on BSE Limited and National Stock Exchange of India Limited.

4

44 of 359

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV

CA (CAA)/24/MB-IV/2024

1. The Second Applicant Company is engaged in the business of providing, designing, developing, selling, and servicing of network modernization solutions, telecommunication systems and systems of all kinds for the conveyance by any means of sounds, visual images and signals of all kinds, building networks, providing wired and wireless connectivity, creation of core transport network, interconnected data centre design engineering and end-toend cyber infrastructure.

2. The Learned Counsel for the Applicant Companies submits that the Rationale of the Scheme:

The objects/ rationale of the proposed Scheme is as under:

The Global Services Business and other business verticals of the Demerged Company have been commenced and nurtured over different periods of time. They are currently at different stages of growth and maturity with each having distinct market dynamics, geographic focus, strategy, capital requirements and investor interest. The Demerged Undertakings and the Remaining Undertaking have both achieved scale and experience to sustain business independently in terms of profitability, turnover, order book, customer profile, talent, etc. Hence, segregation of the Demerged Undertaking into a separate entity would enable focused managements to explore the potential business opportunities more effectively and efficiently in the respective business;

• i. The nature of opportunities, growth areas, risk and

5

45 of 359

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV

CA (CAA)/24/MB-IV/2024

competition inherent in the Global Services Business is distinct from the Remaining Undertaking of the Demerged Company, since it is subject to distinct business cycle and market structure, necessitating different management approaches, focus and it is capable of attracting different set of investors, strategic partners, talent, lenders and other stakeholders.

ii.

iii.

Further growth and expansion of the Global Services Business would require a differentiated strategy aligned to its industry specific risks, market dynamics and growth trajectory. Moreover, the Global Services Business has now reached a meaningful scale and will be able to benefit by becoming independently focused company.

The Government of India’s commitment to BharatNet phase three, which is a $10 billion plus program, gives an opportunity to the Demerged Company to grow its core business, i.e. the Optical Network Business and also provides consequent opportunities for the Global Services Business. Similarly, the Demerged Company is seeing an acceleration on the 5G deployment front which is driving requirement for fiber roll-out for network. In light of the above, there is a need for the activities of the Global Services Business and the other businesses of the Demerged Company to be organized and managed in a distinct way to tap in on the opportunities arising from the growing demand of telecom infrastructure in the country.

6

46 of 359

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV

CA (CAA)/24/MB-IV/2024

• I. Thus, the Demerger is expected to lead to following benefits:

• a. allowing respective businesses to create a strong and distinct platform which enables greater flexibility to ‐

• pursue long term objectives;

• b. better alignment of the respective businesses to its customers and to improve competitiveness, operational efficiencies and strengthen its position in the relevant marketplace resulting in a more sustainable long-term growth and competitive edge;

• c. enabling accelerated growth of ONB and allowing the GSB to explore suitable strategies to fund its growth plans;

• d. creation of an independent company focusing exclusively on GSB and exploring opportunities in the said sector. The independent company can attract different sets of investors, strategic partners, lenders and other stakeholders having a specific interest in the GSB;

• e. the Demerger and consequent issue of equity shares by the Resulting Company are proposed to allow shareholders of the Demerged Company and investors to invest in the distinct key businesses and allow shareholders to unlock the value of their investments.

• f. dedicated and specialized management focus on the specific needs of the respective businesses.

7

47 of 359

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV

CA (CAA)/24/MB-IV/2024

• II. Pursuant to the Scheme, all the shareholders of Demerged Company will get new shares in the Resulting Company, in the ratio of 1:1 i.e. 1 equity share of the Resulting Company for 1 fully paid up equity share held in the Demerged Company, and there would be no change in the economic interest for any shareholder of Demerged Company pre and post Scheme in the Demerged Undertaking.

• The Learned Counsel for the Applicants further submits that the consideration of the Scheme, as determined by the Share Entitlement Ratio report dated 16[th] May 2023 issued by SSPA & Co., Chartered Accountants. The swap ratio is as follows:

For Equity Shareholders of the Demerged Company/ First Applicant Company

“Upon this Scheme becoming effective and in consideration of vesting of the Demerged Undertaking from the Demerged Company to the Resulting Company in terms of this Scheme, the Resulting Company shall, without any further application, act, instrument or deed and without any payment by the shareholders, issue and allot equity shares, credited as fully paid-up, to the shareholders of the Demerged Company, holding fully paid up equity shares in the Resulting Company and whose names appear in the register of members (including register and index of beneficial owners maintained by a depository under Section 11 of the Depositories Act, 1996) of the Resulting Company on the Record Date or to such of their respective heirs,

8

48 of 359

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV

CA (CAA)/24/MB-IV/2024

executors, administrators or other legal representative or other successors in title as on the Record Date in the following manner/ratio:

“1 (one) fully paid-up equity share of Rs. 2/- (Rupees Two only) each of the Resulting Company shall be issued and allotted for every 1 (one) fully paid-up equity shares of Rs. 2/(Rupees Two only) each held in the Demerged Company” (“Share Entitlement Ratio”).”

1. The Counsel for the Applicants submits that the First Applicant Company is listed on BSE Limited and National Stock Exchange of India Limited (together referred as the “Stock Exchanges”) and has 2,25,571 (Two Lakhs TwentyFive Thousand Five Hundred and Seventy-One) equity shareholders as on 30 September 2023 as per the detailed Shareholding Pattern uploaded on Stock Exchanges as on 30 September, 2023.

2. The Counsel for the Applicants submits that the Second Applicant Company is a Public Limited Company and has 7 (Seven) Equity Shareholders as on 30[th] September 2023 as per the detailed Shareholding Pattern. Further, the Second Applicant Company is a wholly owned subsidiary of the First Applicant Company.

3. The Learned Counsel for the Applicants further submits that the shares of the First Applicant Company are listed on BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”). Pursuant to the Securities Exchange Board of India (“SEBI”) Circular No. CFD/DIL3/CIR/2017/21

9

49 of 359

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV

CA (CAA)/24/MB-IV/2024

dated March 10, 2017 and Master Circular No. SEBI/HO/CD/DIL1/CIR/P/2021/665 dated November 23, 2021 read with SEBI Master Circular SEBI/HO/CFD/POD2/P/CIR/2023/93 dated June 20, 2023 and Regulation 94(2) of SEBI (LODR) Regulations 2015 (“LODR Regulations”), First Applicant Company had applied to BSE and NSE for their “Observation Letter” to file the Scheme for sanction of the National Company Law Tribunal (‘Tribunal’) and received observation letter with “ no adverse observations ” dated 28[th] September 2023 from BSE and observation letter with “ no objection dated ” dated 15[th] September 2023 from NSE respectively, to file the Scheme with the Tribunal.

1. This Tribunal hereby directs that a meeting of the Equity Shareholders of the First Applicant Company is to be conducted within 50 days from the date of receipt of order, for the purpose of considering, and if thought fit, approving the proposed Scheme, through video conferencing and/ or other audio-visual means, without the requirement of physical presence of shareholders at a common venue.

2. That all the Equity Shareholders of the Second Applicant Company have provided their consent affidavit(s) to dispense from convening and conducting the Meeting of the Equity Shareholders of the Second Applicant Company. In view of consent affidavit, the meeting of the Equity Shareholders is dispensed with.

10

50 of 359

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV

CA (CAA)/24/MB-IV/2024

1. In view of provisions of Section 230(4) read with Section 108 of the Companies Act, 2013 read with Rule 20 and other applicable provisions of the Companies (Management and Administration) Rules, 2014 and in accordance with Regulation 44(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the First Applicant Company proposes to provide the facility of remote e- voting to its Equity Shareholders in respect of the resolution to be passed at the meeting of the Equity Shareholders of the First Applicant Company. The Equity Shareholders of the First Applicant Company are also allowed to avail the facility of e-voting during the aforesaid meeting through video conferencing and/or other audiovisual means. The remote e-voting facility and e-voting facility during the meeting for the Equity Shareholders of the First Applicant Company shall be provided in compliance with the conditions specified under the Companies (Management and Administration) Rules, 2014, Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings (SS2) issued by the Institute of Company Secretaries of India, as applicable.

2. That at least 30 days before the said meeting of the Equity Shareholders of the First Applicant Company to be held as aforesaid, a notice convening the said meeting at the place date and time as aforesaid, together with a copy of the Scheme, a copy of statement disclosing all material facts as required under Section 230(3) of the Companies Act 2013 read with Rule 6 of the Companies (Compromises, 11

51 of 359

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV

CA (CAA)/24/MB-IV/2024

Arrangements and Amalgamations) Rule, 2016 notified on 14 December 2016, shall be sent by Registered Post-AD/ Speed Post and through email (to those Equity Shareholders of the First Applicant Company whose email addresses are duly registered with the First Applicant Company for the purpose of receiving such notices by email), addressed to each of the Equity Shareholders of the First Applicant Company, at their last known address or email addresses as per the records of the First Applicant Company.

1. That at least 30 days before the meeting of the Equity Shareholders of the First Applicant to be held as aforesaid, a notice convening the said meetings, indicating the place, date and time of meeting as aforesaid be published and stating that copies of the Scheme and the statement required to be furnished pursuant to Section 230(3) of the Companies Act 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rule, 2016 can be obtained free of charge at the Registered Office of the First Applicant Company as aforesaid and / or at the office of its Advocates, M/s. Hemant Sethi & Co., 309 New Bake House, Maharashtra Chamber of Commerce Lane, Kala Ghoda, Fort, Mumbai 400023.

2. That the Notice of the meeting of the Equity Shareholders of the First Applicant shall be advertised in two local newspapers viz. “ Financial Express ” in English having nationwide circulation and “ Loksatta ” in Marathi, having circulation in Maharashtra not less than 30 days before the date fixed for the meeting.

12

52 of 359

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV

CA (CAA)/24/MB-IV/2024

1. Mr. Bangalore Jayaram Arun , Independent Director of the First Applicant Company, and failing him, Mr. Subramanian Madhavan , Independent Director of the First Applicant Company, shall be the Chairman of the aforesaid meeting of the Equity Shareholders of the First Applicant Company.

2. That the Chairperson appointed for the aforesaid meeting is authorised to issue the advertisement and send out the notices of the meetings referred to above. The said Chairperson shall have all powers as per Articles of Association and also under the Companies Act, 2013 in relation to the conduct of the meeting, including for deciding procedural questions that may arise or at any adjournment thereof or resolution, if any, proposed at the aforesaid respective meetings by any person(s).

3. The value and the number of shares held by each Equity Shareholders of the First Applicant shall be in accordance with the books/register of the First Applicant or depository records and where the entries in the books/register/depository records are disputed, the Chairperson of the meeting shall determine the value for the purpose of the meeting of Equity Shareholders of the First Applicant and his/her decision in that behalf would be final.

4. That the Chairperson to file an affidavit not less than seven (7) days before the date fixed for the holding of the meeting of the Equity Shareholders of the First Applicant Company and do report this Tribunal that the direction regarding the

13

53 of 359

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV

CA (CAA)/24/MB-IV/2024

issue of notices and the advertisement have been duly complied with.

1. The Chairperson shall report to this Tribunal, the results of the aforesaid respective meeting of the First Applicant within 7 (seven) days of the conclusion of the aforesaid meetings, and the said report shall be verified by his Affidavit as per Rule 14 of the Companies (Compromises, Arrangements and Amalgamations) Rules 2016.

2. The quorum for the aforesaid meeting of the Equity Shareholders of the First Applicant shall be as prescribed under Section 103 of the Companies Act, 2013 and would include Equity Shareholders present through video conferencing and/or other audio-visual means. In case the required quorum as stated above is not present at the commencement of the meeting, the meeting shall be adjourned by 30 (thirty) minutes and thereafter the persons present shall be deemed to constitute the quorum.

3. The voting by proxy shall not be permitted in the case of meeting of Equity Shareholders of the First Applicant Company, as the aforesaid meeting would be held through video conferencing and/ or other audio-visual means. However, voting in case of body corporate be permitted, provided the prescribed form/authorization is filed with the First Applicant Company at secretarial@stl.tech not later than 48 (forty eight) hours before the start of the aforesaid meeting as required under Rule 10 of the Companies

14

54 of 359

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV

CA (CAA)/24/MB-IV/2024

(Compromises, Arrangements and Amalgamations) Rules, 2016.

1. Mr. B Narasimhan, Proprietor BN & Associates (FCS - Membership No.: 1303, COP No.: 10440), Practicing Company Secretary and failing him Mr. Venkataraman K (ACS - Membership No.: 8897, COP No.: 12459), Practicing Company Secretary is hereby appointed as Scrutinizer of the aforesaid meeting of the Equity Shareholders of the First Applicant Company is to be conducted within 50 days from the date of receipt of order through video conferencing and/ or other audio visual means or any adjournment or adjournments thereof. The fee of the professional appointed as scrutinizer of all the aforesaid meeting of Equity Shareholders of the First Applicant Company to be held as aforesaid shall be aggregating to INR 50,000/- (Rupees fifty thousand Only) excluding applicable taxes.

2. That there are 13 (Thirteen) Secured Creditors in the First Applicant Company of Rs. 1,935 Crore (Rupees One Thousand Nine Hundred and Thirty-Five Crore only). This Tribunal hereby directs that a meeting of the Secured Creditors of the First Applicant Company is to be conducted within 50 days from the date of receipt of order, for the purpose of considering, and if thought fit, approving the proposed Scheme, through video conferencing and/ or other audio-visual means, without the requirement of physical presence of shareholders at a common venue.

15

55 of 359

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV

CA (CAA)/24/MB-IV/2024

1. That at least 30 days before the said meeting of the Secured Creditors of the First Applicant Company to be held as aforesaid, a notice convening the said meeting at the place, date and time as aforesaid, together with a copy of the Scheme, a copy of statement disclosing all material facts as required under Section 230(3) of the Companies Act 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rule, 2016 notified on 14th day of December, 2016, shall be sent by Registered Post-AD/ Speed Post and through email (to those Secured Creditors of the First Applicant whose email addresses are duly registered with the First Applicant Company for the purpose of receiving such notices by email), addressed to each of the Secured Creditors of the First Applicant Company, at their last known address or email addresses as per the records of the First Applicant Company.

2. That at least 30 days before the meeting of the Secured Creditors of the First Applicant to be held as aforesaid, a notice convening the said meeting, indicating the place, date and time of meeting as aforesaid be published and stating that copies of the Scheme and the statement required to be furnished pursuant to Section 230(3) of the Companies Act 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rule, 2016 can be obtained free of charge at the Registered Office of the First Applicant Company as aforesaid and / or at the office of its Advocates, M/s. Hemant Sethi & Co., 309 New Bake House, Maharashtra Chamber of Commerce Lane, Kala Ghoda, Fort, Mumbai 400023.

16

56 of 359

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV

CA (CAA)/24/MB-IV/2024

1. That the Notice of the meeting of the Secured Creditors of the First Applicant Company shall be advertised in two local newspapers viz. “ Financial Express ” in English having nationwide circulation and “ Loksatta ” in Marathi, having circulation in Maharashtra not less than 30 days before the date fixed for the meeting.

2. Mr. Bangalore Jayaram Arun , Independent Director of the First Applicant Company, and failing him, Mr. Subramanian Madhavan, Independent Director of the First Applicant Company, shall be the Chairman of the aforesaid meeting of the Secured Creditors of the First Applicant Company.

3. Mr. B Narasimhan , Proprietor BN & Associates (FCS - Membership No.: 1303, COP No.: 10440), Practicing Company Secretary and failing him Mr. Venkataraman K (ACS - Membership No.: 8897, COP No.: 12459), Practicing Company Secretary is hereby appointed as Scrutinizer of the aforesaid meeting of the Secured Creditors of the First Applicant Company is to be conducted within 50 days from the date of receipt of order through video conferencing and/ or other audio visual means or any adjournment or adjournments thereof. The fee of the professional appointed as scrutinizer of all the aforesaid meeting of Secured Creditors of the First Applicant Company to be held as aforesaid shall be aggregating to INR 50,000/- (Rupees fifty thousand Only) excluding applicable taxes.

4. That the Chairperson appointed for the aforesaid meeting of the Secured Creditors of the First Applicant Company is

17

57 of 359

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV

CA (CAA)/24/MB-IV/2024

authorised to issue the advertisement and send out the notices of the meetings referred to above. The said Chairperson shall have all powers as per Articles of Association and also under the Companies Act, 2013 in relation to the conduct of the meeting, including for deciding procedural questions that may arise or at any adjournment thereof or resolution, if any, proposed at the aforesaid respective meetings by any person(s).

1. The amount of the outstanding value of debt of each of the Secured Creditors of the First Applicant Company shall be in accordance with the books/ register of First Applicant Company as on 31 October 2023 and where the entries in the books/ register are disputed, the Chairperson of the aforesaid meeting of the Secured Creditors of the First Applicant Company shall determine the value for the purposes of the said meeting of Secured Creditors of the First Applicant Company and his decision in that behalf would be final.

2. That the quorum for the aforesaid meeting of the Secured Creditors to be 3 Secured Creditors and would include Secured Creditors present through video conferencing and/or other audio-visual. In case the required quorum as stated above is not present at the commencement of the meeting, the meeting shall be adjourned by 30 (thirty) minutes and thereafter the persons present shall be deemed to constitute the quorum.

18

58 of 359

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV

CA (CAA)/24/MB-IV/2024

1. Voting by the Secured Creditors of the First Applicant Company shall be carried out through votes cast by the Secured Creditors at the time the poll is taken during the meeting. However, voting in case of body corporate be permitted, provided the prescribed form/authorisation is filed with the First Applicant Company at secretarial@stl.tech not later than 48 (forty-eight) hours before the start of the aforesaid meeting of the Secured Creditors of the First Applicant Company as required under Rule 10 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

2. That the Chairperson to file an affidavit not less than seven (7) days before the date fixed for the holding of the meeting of the Secured Creditors of the First Applicant Company and do report this Tribunal that the direction regarding the issue of notices and the advertisement have been duly complied with.

3. The Chairperson shall report to this Tribunal, the results of the aforesaid meeting of the Secured Creditors of the First Applicant Company within 7 (seven) days of the conclusion of the aforesaid meeting, and the said report shall be verified by his Affidavit as per Rule 14 of the Companies (Compromises, Arrangements and Amalgamations) Rules 2016.

4. That there are no Secured Creditors in the Second Applicant Company. Therefore, the question of convening meeting or issuing notices does not arise.

19

59 of 359

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV

CA (CAA)/24/MB-IV/2024

1. That there are 2,291 (Two Thousand Two Hundred and Ninety-One) Unsecured Creditors

Rs. 21,42,09,50,988/- (Rupees Twenty One Billion Forty Two Crore Nine Lakh Fifty Thousand Nine Hundred and Eighty Eight only) of the First Applicant Company. This Tribunal hereby directs that a meeting of the Unsecured Creditors of the First Applicant Company is to be conducted within 50 days from the date of receipt of order, for the purpose of considering, and if deemed fit, approving the proposed Scheme, through video conferencing and/ or other audio-visual means, without the requirement of physical presence.

1. That at least 30 days before the said meeting of the Unsecured Creditors of the First Applicant Company to be held as aforesaid, a notice convening the said meeting at the place, date and time as aforesaid, together with a copy of the Scheme, a copy of statement disclosing all material facts as required under Section 230(3) of the Companies Act 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rule, 2016 notified on 14th day of December, 2016, shall be sent by Registered Post-AD / Speed Post and through email (to those Unsecured Creditors of the First Applicant whose email addresses are duly registered with the First Applicant Company for the purpose of receiving such notices by email), addressed to each of the Secured Creditors of the First Applicant Company, at their last known address or email addresses as per the records of the First Applicant Company.

20

60 of 359

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV

CA (CAA)/24/MB-IV/2024

1. That at least 30 days before the meeting of the Unsecured Creditors of the First Applicant to be held as aforesaid, a notice convening the said meeting, indicating the place, date and time of meeting as aforesaid be published and stating that copies of the Scheme and the statement required to be furnished pursuant to Section 230(3) of the Companies Act 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rule, 2016 can be obtained free of charge at the Registered Office of the First Applicant Company as aforesaid and / or at the office of its Advocates, M/s. Hemant Sethi & Co., 309 New Bake House, Maharashtra Chamber of Commerce Lane, Kala Ghoda, Fort, Mumbai 400023.

2. That the Notice of the meeting of the Unsecured Creditors of the First Applicant Company shall be advertised in two local newspapers viz. “ Financial Express ” in English having nationwide circulation and “ Loksatta ” in Marathi, having circulation in Maharashtra not less than 30 days before the date fixed for the meeting.

3. Mr. Bangalore Jayaram Arun , Independent Director of the First Applicant Company, and failing him, Mr. Subramanian Madhavan, Independent Director of the First Applicant Company, shall be the Chairman of the aforesaid meeting of the Unsecured Creditors of the First Applicant Company.

4. Mr. B Narasimhan , Proprietor BN & Associates (FCS - Membership No.: 1303, COP No.: 10440), Practicing Company Secretary and failing him Mr. Venkataraman K

21

61 of 359

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV

CA (CAA)/24/MB-IV/2024

(ACS - Membership No.: 8897, COP No.: 12459), Practicing Company Secretary is hereby appointed as Scrutinizer of the aforesaid meeting of the Unsecured Creditors of the First Applicant Company is to be conducted within 50 days from the date of receipt of order through video conferencing and/ or other audio visual means or any adjournment or adjournments thereof. The fee of the professional appointed as scrutinizer of all the aforesaid meeting of Unsecured Creditors of the First Applicant Company to be held as aforesaid, shall be aggregating to INR 50,000/- (Rupees fifty thousand Only) excluding applicable taxes.

1. That the Chairperson appointed for the aforesaid meeting of the Unsecured Creditors of the First Applicant Company is hereby authorised to issue the advertisement and send out the notices of the meetings referred to in above. The said Chairperson shall have all powers as per Articles of Association and also under the Companies Act, 2013 in relation to the conduct of the meeting, including for deciding procedural questions that may arise or at any adjournment thereof or resolution, if any, proposed at the aforesaid respective meetings by any person(s).

2. The amount of the outstanding value of debt of each of the Unsecured Creditors of the First Applicant Company shall be in accordance with the books/ register of First Applicant Company as on 31 October 2023, and where the entries in the books/ register are disputed, the Chairperson of the aforesaid meeting of the Unsecured Creditors of the First Applicant Company shall determine the value for the

22

62 of 359

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV

CA (CAA)/24/MB-IV/2024

purposes of the said meeting of Unsecured Creditors of the First Applicant Company and his decision in that behalf would be final.

1. That the quorum for the aforesaid meeting of the Unsecured Creditors is to be present through video conferencing and/or other audio-visual means. In case the quorum is not present at the commencement of the meeting, the meeting shall be adjourned by 30 (thirty) minutes and thereafter the persons present shall be deemed to constitute the quorum.

2. Voting by the Unsecured Creditors of the First Applicant Company shall be carried out through votes cast by the Unsecured Creditors at the time the poll is taken during the meeting. However, voting in case of body corporate be permitted, provided the prescribed form/authorisation is filed with the First Applicant Company at secretarial@stl.tech not later than 48 (forty-eight) hours before the start of the aforesaid meeting of the Unsecured Creditors of the First Applicant Company as required under Rule 10 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

3. That the Chairperson to file an affidavit not less than seven (7) days before the date fixed for the holding of the meeting of the Unsecured Creditors of the First Applicant Company and do report this Tribunal that the direction regarding the issue of notices and the advertisement have been duly complied with.

23

63 of 359

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV

CA (CAA)/24/MB-IV/2024

1. The Chairperson shall report to this Tribunal, the results of the aforesaid meeting of the Unsecured Creditors of the First Applicant Company within 7 (seven) days of the conclusion of the aforesaid meeting, and the said report shall be verified by his Affidavit as per Rule 14 of the Companies (Compromises, Arrangements and Amalgamations) Rules 2016.

2. That there are 2 (Two) Unsecured Creditors Rs. 2,83,900/- (Rupees Two Lakh Eighty-Three Thousand Nine Hundred only) of the Second Applicant Company, as on 31 October 2023. The Second Applicant has filed additional affidavit dated 20[th] March 2024 and had clarified that the Second Applicant Company has 2 (Two) Unsecured Creditors of Rs. 2,83,900/- (Rupees Two Lakh Eighty-Three Thousand Nine Hundred only). One of the Unsecured Creditor being Pricewaterhouse, Chartered Accountant LLP has been paid off. Second Unsecured Creditor is the First Applicant Company who have already approve the scheme by passing board resolution approving the scheme.

3. The Applicant Companies are directed to serve notices along with a copy of the Scheme under the provisions of Section 230 (5) of the Companies Act, 2013 and Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, upon the – a. Central Government through the office of Regional Director (Western region), Mumbai.

4. b. Jurisdictional Registrar of Companies, Maharashtra, Mumbai.

24

64 of 359

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV

CA (CAA)/24/MB-IV/2024

• c. Income Tax Authority at Assistant Commissioner of Income Tax Circle (Circle 3(4) Mumbai) (First Applicant Company having PAN No. AAECS8719B) within whose jurisdiction the First Applicant Company’s assessment is made and the Income Tax Authority at Deputy Commissioner of Income Tax (Circle 5, Pune) (Second Applicant Company having PAN No. ABFCS8040P) within whose jurisdiction the Second Applicant Company’s assessment is made;

• d. Nodal Authority in the Income Tax Department having jurisdiction over such authority i.e. Pr. CCIT, Mumbai, Address:- 3 Floor, Aayakar Bhawan, Mahrishi Karve Road, Mumbai – 400 020, Phone No. 022-22017654 [Email: Mumbai.pccit@incometax.gov.in];

• e. Jurisdictional GST Authority(s) (proper officer), within whose jurisdiction such companies are assessed to tax under GST law;

• f. BSE;

• g. NSE;

• h. SEBI;

• i. Ministry of Corporate Affairs; and

• j. Any other Sectoral/ Regulatory Authorities relevant to the Applicant Companies or their business.

The Notice shall be served through by Registered PostAD/Speed Post and through email along with copy of

25

65 of 359

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV

CA (CAA)/24/MB-IV/2024

scheme and state that “ If no response is received by the Tribunal from the concerned Authorities within 30 days of the date of receipt of the notice it will be presumed that the concerned Authorities has no objection to the proposed Scheme ”. It is clarified that notice service through courier shall be taken on record only in cases where it is supported with Proof of Delivery having acknowledgement of the notice.

1. The Applicant Companies will submit –

2. i. Details of Corporate Guarantee, Performance Guarantee and Other Contingent Liabilities, if any.

3. ii. List of pending IBC cases, if any, along with all other litigation pending against the Applicant Companies having material impact on the proposed Scheme.

4. iii. The Applicant Companies shall submit details of all Letters of Credit sanctioned and utilized as well as Margin Money details; if any.

5. The Applicant Companies to file Affidavits of Service, with the Registry proving service upon the regulatory authorities as stated above, and report to this Tribunal that the directions have been duly complied with

Sd/- Sd/- Anu Jagmohan Singh Kishore Vemulapalli Member (Technical) Member (Judicial)

/Dubey/

26

66 of 359

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH

COURT – IV

COMP.APPL/ 145(MB)2024 IN C.A.(CAA)/24(MB)2024

CORAM:

MS. ANU JAGMOHAN SINGH MEMBER (Technical)

SHRI KISHORE VEMULAPALLI MEMBER (Judicial)

ORDER SHEET OF THE HEARING HELD ON 15.05.2024

NAME OF THE PARTIES: Sterlite Technologies Limited

SECTION: 230(1) OF THE COMPANEIS ACT, 2013. RULE 11 OF NCLT, 2016.

O R D E R

COMP.APPL/ 145(MB)2024

1. Mr. Hemant Sethi, Ld. Counsel for the Applicant present.

2. This is an application field by the Applicant seeking following releifs:

3. “a. That this Hon’ble Tribunal be pleased to make correction/modifications in paragraph 15 and 40 of the order dated 17 April 2024 and allow the First Applicant to send the notice of the said meeting of the Equity Shareholders and Unsecured Creditors of the First Applicant Company through Email only, in line with several decisions of NCLT and is in accordance with the provisions of Rule 18 of the Companies (Management and Administration) Rules, 2014 and Ministry of Corporate Affairs (MCA) General Circular No.17/2020 dated 13 April 2020.

4. b. That this Hon’ble Tribunal hereby directs convening the meeting of Debenture holder of the First Applicant Company for approving the proposed Scheme, through video conferencing and/or other audio-visual means, without the requirement of physical presence and to provide the facility of e-voting during the aforesaid meeting.”

5. Ld. Counsel for the Applicant submits that the large number of geographically dispersed shareholders and creditors as on 12.04.2024, the First Applicant Company has 2,34,263 equity shareholders and has 2,291

67 of 359

15.05.2024 / Bmb

Unsecured Creditors as on 31.10.2023. Both, the equity shareholders and Unsecured Creditors are located in various parts of the country as well as outside the country.

1. Considering the large number of Equity Shareholders and Unsecured Creditors, sending the physical notices along with the explanatory statement and other documents would involve significant costs. Each notice along with the requisite documents to be sent to the Equity Shareholder and Unsecured Creditors would consist of approximately 300 pages each. The expenditure to be incurred towards printing of 2,36,554 copies of the notices is estimated to be INR 3,54,84,450, which is quite substantial. The estimated expenditure towards courier to the Equity Shareholder and Unsecured Creditor through Registered PostAd/speed Post would be INR 5,91,40,750. Such additional expenses towards printing of the notice and sending the same through RPAD/speed post, would strain on the Company’s budgets and financial position.

2. Taken into consideration all above financial burden on company, the Applicant hereinafter requesting the Bench to permit them to issue notices to the Equity Shareholders and Unsecured Creditors through actively operating email address, where email address is not available, and correct postal address is available will be sent through RPAD/Speed post, and if correct address is not available will be served through substituted service of paper publication in two newspapers i) Nationwide circulation English and ii) one vernacular language and submit the affidavit along with compliance of the service in categorise and file proof of service of paper publication and track report of the speed post.

68 of 359

15.05.2024 / Bmb

1. Counsel for the Applicant prays that in the order dated 17.04.2024 passed in the CA(CAA)24/MB-IV/2024 by this Bench in the paragraphs 15 & 40, the mode of the services is wrongly stated. We have perused the records and pass the corrigendum to order dated 17.04.2024 passed in CA(CAA)24/MB-IV/2024.

2. i. The word, in paragraph nos. 15 and 40 of the order dated 17.04.2024, “ and ” stands rectified and be read as “or” .

3. ii. The time granted for conducting the meeting in the paragraph no.31 of the order dated 17.04.2024, “ 50 days ” stands rectified and be read as “60 days” .

4. With the above rectifications in the order dated 17.04.2024, COMP.APPL/ 145(MB)2024 is disposed of .

5. This order shall be treated as part and parcel of the order dated 17.04.2024. Rest of the order remains unaltered.

Sd/ANU JAGMOHAN SINGH Member (Technical)

Sd/KISHORE VEMULAPALLI Member (Judicial)

69 of 359

15.05.2024 / Bmb

==> picture [146 x 148] intentionally omitted <==

==> picture [107 x 52] intentionally omitted <==

70 of 359

==> picture [161 x 148] intentionally omitted <==

==> picture [118 x 31] intentionally omitted <==

==> picture [98 x 25] intentionally omitted <==

71 of 359

==> picture [129 x 114] intentionally omitted <==

==> picture [115 x 32] intentionally omitted <==

72 of 359

==> picture [129 x 148] intentionally omitted <==

==> picture [22 x 18] intentionally omitted <==

73 of 359

==> picture [115 x 31] intentionally omitted <==

74 of 359

==> picture [123 x 150] intentionally omitted <==

==> picture [119 x 39] intentionally omitted <==

75 of 359

76 of 359

==> picture [570 x 11] intentionally omitted <==

==> picture [60 x 21] intentionally omitted <==

==> picture [109 x 98] intentionally omitted <==

==> picture [108 x 45] intentionally omitted <==

77 of 359

==> picture [95 x 30] intentionally omitted <==

==> picture [94 x 27] intentionally omitted <==

78 of 359

==> picture [287 x 10] intentionally omitted <==

==> picture [89 x 73] intentionally omitted <==

==> picture [126 x 63] intentionally omitted <==

79 of 359

==> picture [126 x 31] intentionally omitted <==

80 of 359

==> picture [271 x 97] intentionally omitted <==

81 of 359

==> picture [113 x 140] intentionally omitted <==

82 of 359

==> picture [106 x 52] intentionally omitted <==

==> picture [13 x 23] intentionally omitted <==

83 of 359

==> picture [116 x 83] intentionally omitted <==

==> picture [87 x 34] intentionally omitted <==

84 of 359

==> picture [132 x 101] intentionally omitted <==

85 of 359

86 of 359

==> picture [279 x 123] intentionally omitted <==

87 of 359

==> picture [108 x 74] intentionally omitted <==

==> picture [104 x 37] intentionally omitted <==

88 of 359

==> picture [8 x 45] intentionally omitted <==

==> picture [9 x 23] intentionally omitted <==

==> picture [112 x 37] intentionally omitted <==

==> picture [107 x 31] intentionally omitted <==

89 of 359

==> picture [100 x 103] intentionally omitted <==

==> picture [100 x 23] intentionally omitted <==

==> picture [94 x 23] intentionally omitted <==

90 of 359

==> picture [55 x 21] intentionally omitted <==

==> picture [279 x 158] intentionally omitted <==

91 of 359

==> picture [50 x 25] intentionally omitted <==

==> picture [119 x 40] intentionally omitted <==

92 of 359

==> picture [155 x 80] intentionally omitted <==

==> picture [208 x 220] intentionally omitted <==

93 of 359

==> picture [52 x 309] intentionally omitted <==

==> picture [94 x 31] intentionally omitted <==

==> picture [98 x 28] intentionally omitted <==

94 of 359

==> picture [33 x 27] intentionally omitted <==

==> picture [33 x 26] intentionally omitted <==

==> picture [32 x 26] intentionally omitted <==

==> picture [32 x 26] intentionally omitted <==

==> picture [32 x 27] intentionally omitted <==

==> picture [32 x 26] intentionally omitted <==

==> picture [32 x 26] intentionally omitted <==

==> picture [32 x 26] intentionally omitted <==

==> picture [76 x 67] intentionally omitted <==

==> picture [92 x 66] intentionally omitted <==

95 of 359

==> picture [31 x 27] intentionally omitted <==

==> picture [31 x 26] intentionally omitted <==

==> picture [31 x 26] intentionally omitted <==

==> picture [31 x 26] intentionally omitted <==

==> picture [23 x 49] intentionally omitted <==

==> picture [31 x 27] intentionally omitted <==

==> picture [31 x 27] intentionally omitted <==

==> picture [32 x 26] intentionally omitted <==

==> picture [32 x 26] intentionally omitted <==

96 of 359

==> picture [17 x 84] intentionally omitted <==

97 of 359

==> picture [69 x 710] intentionally omitted <==

==> picture [279 x 99] intentionally omitted <==

==> picture [94 x 22] intentionally omitted <==

98 of 359

==> picture [214 x 220] intentionally omitted <==

99 of 359

==> picture [111 x 36] intentionally omitted <==

==> picture [141 x 148] intentionally omitted <==

100 of 359

==> picture [57 x 19] intentionally omitted <==

==> picture [32 x 33] intentionally omitted <==

==> picture [112 x 20] intentionally omitted <==

==> picture [144 x 151] intentionally omitted <==

==> picture [420 x 206] intentionally omitted <==

101 of 359

==> picture [229 x 45] intentionally omitted <==

==> picture [122 x 14] intentionally omitted <==

102 of 359

==> picture [33 x 29] intentionally omitted <==

103 of 359

==> picture [33 x 29] intentionally omitted <==

==> picture [15 x 17] intentionally omitted <==

104 of 359

==> picture [38 x 29] intentionally omitted <==

==> picture [187 x 156] intentionally omitted <==

==> picture [271 x 194] intentionally omitted <==

105 of 359

==> picture [270 x 114] intentionally omitted <==

106 of 359

==> picture [33 x 25] intentionally omitted <==

==> picture [50 x 23] intentionally omitted <==

==> picture [53 x 22] intentionally omitted <==

==> picture [73 x 75] intentionally omitted <==

==> picture [77 x 43] intentionally omitted <==

==> picture [55 x 34] intentionally omitted <==

==> picture [382 x 205] intentionally omitted <==

107 of 359

==> picture [32 x 29] intentionally omitted <==

==> picture [156 x 93] intentionally omitted <==

==> picture [144 x 97] intentionally omitted <==

==> picture [489 x 235] intentionally omitted <==

108 of 359

==> picture [121 x 43] intentionally omitted <==

==> picture [130 x 71] intentionally omitted <==

==> picture [80 x 81] intentionally omitted <==

==> picture [143 x 65] intentionally omitted <==

109 of 359

==> picture [134 x 94] intentionally omitted <==

==> picture [475 x 287] intentionally omitted <==

110 of 359

==> picture [57 x 25] intentionally omitted <==

==> picture [524 x 32] intentionally omitted <==

==> picture [44 x 19] intentionally omitted <==

==> picture [395 x 148] intentionally omitted <==

==> picture [28 x 56] intentionally omitted <==

111 of 359

==> picture [259 x 76] intentionally omitted <==

==> picture [76 x 70] intentionally omitted <==

==> picture [100 x 35] intentionally omitted <==

112 of 359

==> picture [415 x 11] intentionally omitted <==

==> picture [57 x 40] intentionally omitted <==

113 of 359

==> picture [88 x 55] intentionally omitted <==

==> picture [140 x 82] intentionally omitted <==

==> picture [162 x 77] intentionally omitted <==

==> picture [145 x 178] intentionally omitted <==

114 of 359

==> picture [398 x 268] intentionally omitted <==

115 of 359

==> picture [89 x 55] intentionally omitted <==

==> picture [434 x 306] intentionally omitted <==

116 of 359

==> picture [290 x 129] intentionally omitted <==

==> picture [142 x 80] intentionally omitted <==

==> picture [174 x 273] intentionally omitted <==

117 of 359

==> picture [100 x 35] intentionally omitted <==

==> picture [61 x 38] intentionally omitted <==

118 of 359

==> picture [43 x 16] intentionally omitted <==

==> picture [143 x 75] intentionally omitted <==

==> picture [93 x 34] intentionally omitted <==

119 of 359

==> picture [388 x 11] intentionally omitted <==

==> picture [34 x 34] intentionally omitted <==

==> picture [59 x 25] intentionally omitted <==

==> picture [42 x 14] intentionally omitted <==

120 of 359

==> picture [34 x 34] intentionally omitted <==

==> picture [59 x 25] intentionally omitted <==

==> picture [249 x 65] intentionally omitted <==

121 of 359

==> picture [219 x 10] intentionally omitted <==

==> picture [335 x 156] intentionally omitted <==

122 of 359

==> picture [397 x 106] intentionally omitted <==

123 of 359

==> picture [266 x 156] intentionally omitted <==

124 of 359

==> picture [116 x 32] intentionally omitted <==

==> picture [160 x 78] intentionally omitted <==

==> picture [90 x 39] intentionally omitted <==

==> picture [108 x 35] intentionally omitted <==

==> picture [101 x 79] intentionally omitted <==

125 of 359

==> picture [74 x 30] intentionally omitted <==

==> picture [483 x 576] intentionally omitted <==

126 of 359

==> picture [74 x 30] intentionally omitted <==

==> picture [445 x 98] intentionally omitted <==

==> picture [446 x 36] intentionally omitted <==

==> picture [225 x 87] intentionally omitted <==

127 of 359

www.stl.tech

==> picture [79 x 31] intentionally omitted <==

To,

Manager - Listing Compliance National Stock Exchange of India Limited Exchange Plaza. C-1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai - 400 051 NSE Symbol: STLTECH

• Sub: Report on Complaint in terms of Para I(A)(6) of the SEBI Master Circular No. SEBI/HO/CFD/ DIL1/CIR/P/2021/0000000665 dated November 23, 2021 and Para I(A)(7) of the SEBI Circular No. SEBI/ HO/DDHS/DDHS_Div1/P/CIR/2022/0000000103 dated July 29, 2022 (hereinafter referred to as ‘SEBI Circulars’) as amended from time to time

• Ref: Application under Regulation 37 and Regulation 59A of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 for the proposed draft Scheme of Arrangement between Sterlite Technologies Limited and STL Networks Limited and their respective shareholders and creditors under sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (“the Scheme”)

Dear Sir/Madam,

This is in reference to the Scheme filed by the Company under Regulation 37 and Regulation 59A of the (Listing Obligations and Disclosure Requirements), Regulations, 2015 (‘SEBI Listing Regulations’) with National Stock Exchange of India Limited (‘NSE’) on May 26, 2023 and subsequent hosting of the said Scheme, along with other relevant documents, by NSE on its website on June 23, 2023.

As per Para I(A)(6) and Para I(A)(7) as mentioned above, the Company is inter-alia required to submit a "Report on Complaints" containing the details of complaints received by the Company on the draft Scheme from various sources, within 7 days of expiry of 21 days from the date of uploading of the draft Scheme and related documents on the website of the relevant Stock Exchange.

In the present case, i.e. the Scheme, the period of 21 days from date the uploading of said documents by NSE on its website (i.e. June 23, 2023) has expired on July 14, 2023, accordingly, we attach herewith a "Report on Complaints", as Annexure - I to this letter.

The Report on Complaints is also being uploaded on the website of the Company, i.e. https://stl.tech/investor/ as per requirement of the aforementioned said SEBI Circulars.

We request you to take the above on record and treat the same as compliance under the applicable provisions of the SEBI Listing Regulations and SEBI Circulars.

Thanking you,

Yours Faithfully, For Sterlite Technologies Limited

AMIT VILAS Digitally signed by AMIT VILAS DESHPANDE DESHPANDE Date: 2023.07.18 17:18:13 +05'30'

Amit Deshpande

General Counsel & Company Secretary (ACS 17551) Date: July 18, 2023

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

128 of 359

www.stl.tech

==> picture [79 x 31] intentionally omitted <==

Annexure I

Report on Complaints

In respect of the proposed draft Scheme of Arrangement between Sterlite Technologies Limited and STL Networks Limited and their respective shareholders and creditors

Period of Complaints Report: June 23, 2023 to July 14, 2023

Part A

Sr. No.	Particulars	Number
1.	Number of complaints received directly	Nil
2.	Number of complaints forwarded byStock Exchange	Nil
3.	Total Number of complaints/comments received(1+2)	Nil
4.	Number of complaints resolved	Not applicable
5.	Number of complaintspending	Not applicable

Part B

			Status
Sr. No.	Name of complainant	Date of complaint
			(Resolved/Pending)
1.	Not applicable

For Sterlite Technologies Limited

Digitally signed by AMIT VILAS AMIT VILAS DESHPANDE DESHPANDE Date: 2023.07.18 17:18:53 +05'30'

Amit Deshpande

General Counsel & Company Secretary (ACS 17551) Date: July 18, 2023

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

129 of 359

130 of 359

131 of 359

132 of 359

133 of 359

134 of 359

135 of 359

136 of 359

137 of 359

138 of 359

139 of 359

140 of 359

www.stl.tech

==> picture [79 x 31] intentionally omitted <==

REPORT ADOPTED BY THE BOARD OF DIRECTORS OF STERLITE NETWORKS LIMITED IN ACCORDANCE WITH SECTION 232(2)(C) OF THE COMPANIES ACT, 2013 AT ITS MEETING HELD ON MAY 17, 2023

1. The Board of Directors of the Company (" Board ") considered the proposal involving demerger of Global Services Business (“ GSB ”) of Sterlite Technologies Limited (“ Demerged Company ” or “ STL ”) as an undertaking into Sterlite Networks Limited (" Resulting Company " or “ the Company ”), pursuant to a scheme of arrangement, under the provisions of Sections 230 - 232 and other relevant provisions of the Companies Act, 2013 (" Act "), including the rules thereunder (“ Scheme ”).

2. The Scheme inter alia provides for the following:

3. 2.1 demerger of the Demerged Undertaking (as defined in the Scheme) of the Demerged Company into the Resulting Company on a going concern basis (“ Demerger ”) and the consequent issuance of equity shares by the Resulting Company to the shareholders of the Demerged Company; and

4. 2.2 various other matters consequential or integrally connected therewith, including the reorganisation of the share capital and listing of the Resulting Company.

5. Words and expressions, used in capitalized form but not defined in this report, shall have the meaning ascribed to them in the Scheme.

6. Resulting Company is a wholly owned subsidiary of STL.

7. The Scheme is to be filed with the National Company Law Tribunal, Mumbai Bench.

8. The draft of the Scheme was approved by the Board of Directors of the Company at their meeting held on May 17, 2023.

9. As per Section 232(2)(c) of the Companies Act, 2013, a report is required to be adopted by the Board explaining the effect of the Scheme on each class of shareholders, key managerial personnel, promoters and non-promoter shareholders of the Company laying out in particular the share exchange ratio, specifying any special valuation difficulties, if any.

10. The following documents / draft documents were placed before the Board at its Meeting held on May 17, 2023:

    • a. Scheme;

    • b. The Valuation Report containing the Share Entitlement Ratio dated May 16, 2023 from SSPA & Co Chartered Accountants (IBBI Registration No.IBBI/RV/06/2018/10092) (“Valuation Report”);

    • c. The Fairness Opinion Report dated May 16, 2023 issued by RBSA Capital Advisors LLP (Registration Code: INM000011724), a SEBI Registered Merchant Banker, providing its opinion on the fairness of the share entitlement ratio as recommended in the Valuation Report (“Fairness Opinion Report”);

    • d. The Certificate from Price Waterhouse Chartered Accountants LLP, Chartered Accountants (Firm Registration No. 012754N/N500016), the Statutory Auditor of the Demerged Company (“Statutory Auditor”), certifying that the accounting treatment proposed in the Scheme is in compliance with the accounting standards prescribed under the Act;

11. e. The Certificate from Price Waterhouse Chartered Accountants LLP, Chartered Accountants (Firm Registration No. 012754N/N500016), the Statutory Auditor of the Demerged Company (“Statutory Auditor”), certifying the non-applicability of clause 10(b) read with clause 10(a) of SEBI Circular number SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated November 23, 2021;

12. STL NETWORKS LIMITED Registered office- 4[th] Floor, Godrej Millennium, Koregaon Road 9, STS 12/1, Pune 411001, Maharashtra, India CIN - U72900PN2021PLC199875 141 of 359

141 of 359

www.stl.tech

==> picture [79 x 31] intentionally omitted <==

• f. Other presentations, reports, documents and information pertaining to the draft Scheme made available to/ circulated to the Board.

9. Rationale of the Scheme:

The Scheme, inter-alia provides for the following:

• (i) The Global Services Business and other business verticals of the Demerged Company have been commenced and nurtured over different periods of time. They are currently at different stages of growth and maturity with each having distinct market dynamics, geographic focus, strategy, capital requirements and investor interest. The Demerged Undertakings and the Remaining Undertaking have both achieved scale and experience to sustain business independently in terms of profitability, turnover, order book, customer profile, talent, etc. Hence, segregation of the Demerged Undertaking into a separate entity would enable focused managements to explore the potential business opportunities more effectively and efficiently in the respective business;

• (a) The nature of opportunities, growth areas, risk and competition inherent in the Global Services Business is distinct from the Remaining Undertaking of the Demerged Company, since it is subject to distinct business cycle and market structure, necessitating different management approaches, focus and it is capable of attracting different set of investors, strategic partners, talent, lenders and other stakeholders.

• (b) Further growth and expansion of the Global Services Business would require a differentiated strategy aligned to its industry specific risks, market dynamics and growth trajectory. Moreover, the Global Services Business has now reached a meaningful scale and will be able to benefit by becoming independently focused company.

• (c) The Government of India’s commitment to BharatNet phase three, which is a $10 billion plus program, gives an opportunity to the Demerged Company to grow its core business, i.e. the Optical Network Business and also provides consequent opportunities for the Global Services Business. Similarly, the Demerged Company is seeing an acceleration on the 5G deployment front which is driving requirement for fiber roll-out for network. In light of the above, there is a need for the activities of the Global Services Business and the other businesses of the Demerged Company to be organized and managed in a distinct way to tap in on the opportunities arising from the growing demand of telecom infrastructure in the country.

• (ii) Thus, the Demerger is expected to lead to following benefits:

• (a) allowing respective businesses to create a strong and distinct platform ‐

• which enables greater flexibility to pursue long term objectives;

• (b) better alignment of the respective businesses to its customers and to improve competitiveness, operational efficiencies and strengthen its position in the relevant marketplace resulting in a more sustainable longterm growth and competitive edge;

• (c) enabling accelerated growth of ONB and allowing the GSB to explore suitable strategies to fund its growth plans;

• (d) creation of an independent company focusing exclusively on GSB and exploring opportunities in the said sector. The independent company can attract different sets of investors, strategic partners, lenders and other stakeholders having a specific interest in the GSB;

STL NETWORKS LIMITED Registered office- 4[th] Floor, Godrej Millennium, Koregaon Road 9, STS 12/1, Pune 411001, Maharashtra, India CIN - U72900PN2021PLC199875

142 of 359

www.stl.tech

==> picture [79 x 31] intentionally omitted <==

• (e) the Demerger and consequent issue of equity shares by the Resulting Company are proposed to allow shareholders of the Demerged Company and investors to invest in the distinct key businesses and allow shareholders to unlock the value of their investments.

• (f) dedicated and specialized management focus on the specific needs of the respective businesses.

• (iii) In order to effect the segregation of the Global Services Business from the other businesses of the Demerged Company, it is proposed to transfer the Global Services Business to the Resulting Company by way of Demerger in accordance with Sections 230-232 of the Act.

• (iv) Accordingly, the Scheme is expected to be in the best interests of both companies and their respective shareholders, employees and creditors.

• (v) This Scheme accordingly provides for the transfer by way of Demerger of the Demerged Undertaking from the Demerged Company to the Resulting Company, and the consequent issue of equity shares by the Resulting Company to the shareholders of the Demerged Company in accordance with the Share Entitlement Ratio ( as hereinafter defined ) and various other matters consequential or integrally connected therewith, including the reorganisation of the share capital of the Resulting Company, pursuant to Sections 230-232 and other applicable provisions of the Act, the SEBI Scheme Circular and in compliance with the Income Tax Act, 1961 (“ IT Act ”) including Section 2(19AA) thereof.

10. Effect of the Scheme on the Stakeholders of the Company:

	S.r. No.	Category of stakeholder
			Effect of the scheme on the stakeholders
	(i)	Shareholders	The Demerged Company has only one class of equity shareholders Upon the Scheme becoming effective, and in consideration to the transfer and vesting of Demerged Undertaking of the Demerged Company into Resulting Company, the Resulting Company shall without any further application, act, instrument or deed, but subject to the terms of the Scheme and in compliance with Applicable Law, issue and allot fully paid up equity shares out of the authorized share capital of the Resulting Company as on the Record Date in the following manner and in compliance with the terms of the Scheme: “For every 1 (one) equity share of the Demerged Company of face value of INR. 2 each held in the Demerged Company, every equity shareholder of the Demerged Company, shall without any application, act or deed, be entitled to receive 1(one) equity share of face value INR. 2 each of the Resulting Company, credited as fully paid up on the same terms and conditions of issue as prevalent in the Demerged Company” Accordingly, the overall economic interest of the equity shareholders of the Demerged Company shall remain same in both the Demerged Company and Resulting Company. Further, there is no proposed change in the shareholding pattern of the Demerged Company pursuant to the said Scheme.

STL NETWORKS LIMITED Registered office- 4[th] Floor, Godrej Millennium, Koregaon Road 9, STS 12/1, Pune 411001, Maharashtra, India CIN - U72900PN2021PLC199875

143 of 359

www.stl.tech

==> picture [79 x 31] intentionally omitted <==

			The Scheme is expected to have several benefits for the Company, as indicated in the rationale of the Scheme set out in the Scheme and is expected to be in the best interests of the shareholders of the Company.
	(ii)	Promoter(s)	Upon the Scheme becoming effective, the Promoters of Demerged Company shall also become the Promoters of the Resulting Company.
	(iii)	Non-promoter shareholders	Please refer point (i) above for details regarding effect on the shareholders.
	(iv)	Key Managerial Personnel (“KMP”)	There will be no change in KMPs of the Company pursuant to the Scheme.
	(v)	Impact of the scheme on the holder of the NCDs of the Company	As per the report adopted by the board of directors of Demerged Company held on May 17, 2023: The NCDs of Demerged Company are not being transferred to the Resulting Company. The NCD holder shall continue to hold the same number of NCDs in the Demerged Company on the same terms and conditions with respect to the coupon rate, tenure, redemption price, quantum, ISIN) as before implementation of demerger. In terms of the Scheme, the security in relation to these NCDs will continue with respect to the assets of the Remaining Undertaking, which are more than adequate to meet the requirements of the liability in relation to the NCDs. Therefore, the Scheme will not have any adverse impact on the holders of the NCDs and thus, adequately safeguards interests of the holders of the NCDs.
	(vi)	Safeguards for the protection of holder of NCDs
	(vii)	Exit offer to the dissenting holder of NCDs, if any.	As per the report adopted by the board of directors of Demerged Company held on May 17, 2023: Since the Scheme is between the holding company and its wholly owned subsidiary, the holders of NCDs of the Demerged Company shall continue to hold the NCDs on the same terms and conditions, no exit offer is required.

STL NETWORKS LIMITED Registered office- 4[th] Floor, Godrej Millennium, Koregaon Road 9, STS 12/1, Pune 411001, Maharashtra, India CIN - U72900PN2021PLC199875 144 of 359

www.stl.tech

==> picture [79 x 31] intentionally omitted <==

11. Adoption of the Report by the Directors

The Directors of the Company have adopted this Report after noting and considering the information set forth in this Report. The Board or any fully authorized committee by the Board is entitled to make relevant modifications to this Report, if required, and such modifications or amendments shall be deemed to form part of this Report.

For Sterlite Networks Limited

==> picture [108 x 42] intentionally omitted <==

_______ Ankit Agarwal Director DIN: 03344202

==> picture [268 x 245] intentionally omitted <==

STL NETWORKS LIMITED Registered office- 4[th] Floor, Godrej Millennium, Koregaon Road 9, STS 12/1, Pune 411001, Maharashtra, India CIN - U72900PN2021PLC199875 145 of 359

146 of 359

147 of 359

148 of 359

149 of 359

150 of 359

151 of 359

152 of 359

153 of 359

154 of 359

155 of 359

156 of 359

157 of 359

158 of 359

159 of 359

160 of 359

161 of 359

162 of 359

163 of 359

164 of 359

165 of 359

166 of 359

167 of 359

168 of 359

169 of 359

170 of 359

171 of 359

172 of 359

173 of 359

==> picture [483 x 177] intentionally omitted <==

==> picture [163 x 47] intentionally omitted <==

174 of 359

==> picture [255 x 48] intentionally omitted <==

==> picture [259 x 183] intentionally omitted <==

==> picture [136 x 100] intentionally omitted <==

==> picture [96 x 25] intentionally omitted <==

175 of 359

==> picture [417 x 8] intentionally omitted <==

==> picture [147 x 115] intentionally omitted <==

==> picture [303 x 142] intentionally omitted <==

176 of 359

==> picture [254 x 45] intentionally omitted <==

==> picture [454 x 204] intentionally omitted <==

177 of 359

==> picture [474 x 157] intentionally omitted <==

178 of 359

==> picture [483 x 150] intentionally omitted <==

179 of 359

==> picture [445 x 229] intentionally omitted <==

180 of 359

==> picture [126 x 65] intentionally omitted <==

==> picture [169 x 209] intentionally omitted <==

181 of 359

==> picture [501 x 13] intentionally omitted <==

==> picture [381 x 231] intentionally omitted <==

182 of 359

==> picture [478 x 74] intentionally omitted <==

==> picture [116 x 46] intentionally omitted <==

==> picture [253 x 206] intentionally omitted <==

183 of 359

==> picture [501 x 207] intentionally omitted <==

184 of 359

185 of 359

==> picture [446 x 148] intentionally omitted <==

==> picture [14 x 22] intentionally omitted <==

186 of 359

==> picture [503 x 13] intentionally omitted <==

==> picture [164 x 69] intentionally omitted <==

==> picture [176 x 148] intentionally omitted <==

==> picture [15 x 22] intentionally omitted <==

187 of 359

==> picture [392 x 169] intentionally omitted <==

==> picture [20 x 19] intentionally omitted <==

188 of 359

==> picture [132 x 64] intentionally omitted <==

==> picture [170 x 168] intentionally omitted <==

189 of 359

==> picture [272 x 178] intentionally omitted <==

190 of 359

==> picture [38 x 32] intentionally omitted <==

==> picture [164 x 58] intentionally omitted <==

==> picture [143 x 112] intentionally omitted <==

191 of 359

==> picture [526 x 15] intentionally omitted <==

==> picture [12 x 21] intentionally omitted <==

==> picture [355 x 108] intentionally omitted <==

==> picture [169 x 88] intentionally omitted <==

192 of 359

==> picture [417 x 168] intentionally omitted <==

193 of 359

==> picture [170 x 139] intentionally omitted <==

==> picture [158 x 110] intentionally omitted <==

==> picture [144 x 71] intentionally omitted <==

==> picture [148 x 72] intentionally omitted <==

==> picture [145 x 148] intentionally omitted <==

194 of 359

==> picture [145 x 85] intentionally omitted <==

==> picture [135 x 115] intentionally omitted <==

==> picture [138 x 110] intentionally omitted <==

==> picture [201 x 225] intentionally omitted <==

195 of 359

==> picture [34 x 22] intentionally omitted <==

==> picture [304 x 121] intentionally omitted <==

==> picture [162 x 66] intentionally omitted <==

==> picture [205 x 200] intentionally omitted <==

196 of 359

197 of 359

==> picture [408 x 98] intentionally omitted <==

==> picture [160 x 84] intentionally omitted <==

==> picture [146 x 149] intentionally omitted <==

198 of 359

==> picture [419 x 11] intentionally omitted <==

199 of 359

==> picture [257 x 11] intentionally omitted <==

==> picture [143 x 164] intentionally omitted <==

==> picture [84 x 83] intentionally omitted <==

200 of 359

==> picture [19 x 24] intentionally omitted <==

201 of 359

==> picture [277 x 8] intentionally omitted <==

202 of 359

203 of 359

==> picture [261 x 139] intentionally omitted <==

==> picture [79 x 86] intentionally omitted <==

204 of 359

==> picture [473 x 165] intentionally omitted <==

205 of 359

206 of 359

==> picture [10 x 26] intentionally omitted <==

==> picture [452 x 54] intentionally omitted <==

207 of 359

==> picture [474 x 86] intentionally omitted <==

208 of 359

209 of 359

==> picture [57 x 18] intentionally omitted <==

210 of 359

==> picture [57 x 20] intentionally omitted <==

211 of 359

212 of 359

==> picture [371 x 163] intentionally omitted <==

==> picture [79 x 80] intentionally omitted <==

213 of 359

214 of 359

==> picture [143 x 159] intentionally omitted <==

==> picture [84 x 79] intentionally omitted <==

215 of 359

216 of 359

217 of 359

==> picture [14 x 29] intentionally omitted <==

==> picture [80 x 81] intentionally omitted <==

218 of 359

219 of 359

==> picture [82 x 80] intentionally omitted <==

==> picture [18 x 22] intentionally omitted <==

220 of 359

==> picture [84 x 83] intentionally omitted <==

221 of 359

==> picture [406 x 81] intentionally omitted <==

==> picture [103 x 80] intentionally omitted <==

==> picture [249 x 203] intentionally omitted <==

222 of 359

==> picture [578 x 11] intentionally omitted <==

==> picture [13 x 22] intentionally omitted <==

==> picture [171 x 90] intentionally omitted <==

223 of 359

==> picture [40 x 4] intentionally omitted <==

==> picture [46 x 4] intentionally omitted <==

==> picture [14 x 4] intentionally omitted <==

==> picture [18 x 5] intentionally omitted <==

==> picture [23 x 30] intentionally omitted <==

==> picture [587 x 239] intentionally omitted <==

224 of 359

==> picture [14 x 24] intentionally omitted <==

==> picture [130 x 63] intentionally omitted <==

225 of 359

==> picture [421 x 9] intentionally omitted <==

226 of 359

==> picture [478 x 8] intentionally omitted <==

==> picture [402 x 80] intentionally omitted <==

==> picture [155 x 76] intentionally omitted <==

==> picture [262 x 210] intentionally omitted <==

227 of 359

228 of 359

229 of 359

==> picture [13 x 22] intentionally omitted <==

==> picture [161 x 81] intentionally omitted <==

==> picture [264 x 245] intentionally omitted <==

230 of 359

==> picture [310 x 10] intentionally omitted <==

==> picture [87 x 40] intentionally omitted <==

231 of 359

==> picture [272 x 139] intentionally omitted <==

==> picture [47 x 73] intentionally omitted <==

232 of 359

233 of 359

==> picture [430 x 11] intentionally omitted <==

==> picture [81 x 82] intentionally omitted <==

==> picture [166 x 68] intentionally omitted <==

==> picture [253 x 211] intentionally omitted <==

234 of 359

==> picture [272 x 149] intentionally omitted <==

==> picture [162 x 74] intentionally omitted <==

==> picture [127 x 31] intentionally omitted <==

==> picture [78 x 79] intentionally omitted <==

235 of 359

==> picture [81 x 81] intentionally omitted <==

==> picture [162 x 75] intentionally omitted <==

236 of 359

237 of 359

==> picture [326 x 13] intentionally omitted <==

==> picture [253 x 191] intentionally omitted <==

==> picture [83 x 84] intentionally omitted <==

==> picture [169 x 148] intentionally omitted <==

238 of 359

==> picture [163 x 85] intentionally omitted <==

==> picture [26 x 16] intentionally omitted <==

==> picture [131 x 68] intentionally omitted <==

239 of 359

==> picture [121 x 119] intentionally omitted <==

==> picture [139 x 62] intentionally omitted <==

==> picture [81 x 80] intentionally omitted <==

==> picture [263 x 213] intentionally omitted <==

240 of 359

==> picture [13 x 25] intentionally omitted <==

==> picture [162 x 74] intentionally omitted <==

==> picture [272 x 293] intentionally omitted <==

241 of 359

==> picture [352 x 10] intentionally omitted <==

==> picture [242 x 316] intentionally omitted <==

242 of 359

243 of 359

==> picture [546 x 9] intentionally omitted <==

==> picture [13 x 27] intentionally omitted <==

==> picture [80 x 80] intentionally omitted <==

==> picture [155 x 61] intentionally omitted <==

==> picture [142 x 146] intentionally omitted <==

244 of 359

==> picture [137 x 93] intentionally omitted <==

==> picture [172 x 119] intentionally omitted <==

==> picture [150 x 97] intentionally omitted <==

245 of 359

==> picture [13 x 27] intentionally omitted <==

==> picture [161 x 81] intentionally omitted <==

==> picture [79 x 90] intentionally omitted <==

==> picture [265 x 206] intentionally omitted <==

246 of 359

==> picture [160 x 103] intentionally omitted <==

247 of 359

==> picture [345 x 9] intentionally omitted <==

==> picture [484 x 179] intentionally omitted <==

248 of 359

==> picture [12 x 23] intentionally omitted <==

==> picture [157 x 85] intentionally omitted <==

==> picture [81 x 80] intentionally omitted <==

==> picture [271 x 204] intentionally omitted <==

249 of 359

==> picture [405 x 8] intentionally omitted <==

==> picture [11 x 22] intentionally omitted <==

==> picture [81 x 81] intentionally omitted <==

==> picture [163 x 78] intentionally omitted <==

==> picture [139 x 146] intentionally omitted <==

250 of 359

==> picture [12 x 26] intentionally omitted <==

==> picture [159 x 77] intentionally omitted <==

==> picture [80 x 79] intentionally omitted <==

==> picture [271 x 205] intentionally omitted <==

251 of 359

==> picture [13 x 25] intentionally omitted <==

==> picture [155 x 75] intentionally omitted <==

==> picture [281 x 277] intentionally omitted <==

252 of 359

==> picture [106 x 86] intentionally omitted <==

==> picture [142 x 67] intentionally omitted <==

253 of 359

==> picture [106 x 40] intentionally omitted <==

==> picture [123 x 133] intentionally omitted <==

254 of 359

==> picture [161 x 77] intentionally omitted <==

255 of 359

==> picture [166 x 109] intentionally omitted <==

==> picture [175 x 301] intentionally omitted <==

==> picture [15 x 27] intentionally omitted <==

==> picture [205 x 76] intentionally omitted <==

==> picture [81 x 66] intentionally omitted <==

==> picture [143 x 61] intentionally omitted <==

256 of 359

==> picture [546 x 66] intentionally omitted <==

==> picture [11 x 28] intentionally omitted <==

==> picture [81 x 80] intentionally omitted <==

==> picture [116 x 75] intentionally omitted <==

==> picture [237 x 210] intentionally omitted <==

257 of 359

258 of 359

==> picture [564 x 15] intentionally omitted <==

==> picture [13 x 32] intentionally omitted <==

==> picture [79 x 65] intentionally omitted <==

==> picture [143 x 60] intentionally omitted <==

==> picture [252 x 203] intentionally omitted <==

259 of 359

==> picture [13 x 22] intentionally omitted <==

==> picture [156 x 69] intentionally omitted <==

==> picture [81 x 80] intentionally omitted <==

==> picture [127 x 73] intentionally omitted <==

==> picture [177 x 146] intentionally omitted <==

260 of 359

261 of 359

==> picture [13 x 28] intentionally omitted <==

==> picture [166 x 80] intentionally omitted <==

==> picture [81 x 81] intentionally omitted <==

==> picture [145 x 148] intentionally omitted <==

262 of 359

==> picture [59 x 59] intentionally omitted <==

==> picture [13 x 25] intentionally omitted <==

==> picture [144 x 61] intentionally omitted <==

==> picture [21 x 14] intentionally omitted <==

==> picture [234 x 234] intentionally omitted <==

263 of 359

264 of 359

==> picture [407 x 148] intentionally omitted <==

265 of 359

266 of 359

==> picture [4 x 356] intentionally omitted <==

==> picture [256 x 63] intentionally omitted <==

==> picture [31 x 16] intentionally omitted <==

==> picture [152 x 232] intentionally omitted <==

267 of 359

268 of 359

==> picture [14 x 23] intentionally omitted <==

==> picture [153 x 76] intentionally omitted <==

==> picture [81 x 80] intentionally omitted <==

==> picture [145 x 71] intentionally omitted <==

==> picture [142 x 139] intentionally omitted <==

269 of 359

==> picture [14 x 22] intentionally omitted <==

==> picture [144 x 91] intentionally omitted <==

==> picture [246 x 242] intentionally omitted <==

270 of 359

==> picture [547 x 12] intentionally omitted <==

==> picture [493 x 328] intentionally omitted <==

271 of 359

==> picture [83 x 88] intentionally omitted <==

==> picture [166 x 67] intentionally omitted <==

==> picture [197 x 215] intentionally omitted <==

272 of 359

==> picture [45 x 28] intentionally omitted <==

273 of 359

==> picture [115 x 68] intentionally omitted <==

==> picture [100 x 46] intentionally omitted <==

==> picture [78 x 71] intentionally omitted <==

274 of 359

==> picture [140 x 83] intentionally omitted <==

==> picture [216 x 222] intentionally omitted <==

275 of 359

==> picture [241 x 128] intentionally omitted <==

276 of 359

==> picture [89 x 90] intentionally omitted <==

==> picture [161 x 83] intentionally omitted <==

==> picture [132 x 144] intentionally omitted <==

277 of 359

==> picture [171 x 79] intentionally omitted <==

==> picture [108 x 35] intentionally omitted <==

278 of 359

==> picture [85 x 80] intentionally omitted <==

==> picture [162 x 76] intentionally omitted <==

==> picture [211 x 209] intentionally omitted <==

279 of 359

==> picture [163 x 79] intentionally omitted <==

280 of 359

==> picture [146 x 84] intentionally omitted <==

281 of 359

==> picture [406 x 79] intentionally omitted <==

282 of 359

==> picture [82 x 84] intentionally omitted <==

==> picture [169 x 73] intentionally omitted <==

283 of 359

==> picture [69 x 15] intentionally omitted <==

==> picture [8 x 9] intentionally omitted <==

==> picture [129 x 147] intentionally omitted <==

==> picture [163 x 69] intentionally omitted <==

==> picture [80 x 82] intentionally omitted <==

284 of 359

==> picture [95 x 43] intentionally omitted <==

==> picture [265 x 278] intentionally omitted <==

285 of 359

==> picture [78 x 81] intentionally omitted <==

==> picture [166 x 78] intentionally omitted <==

==> picture [101 x 34] intentionally omitted <==

==> picture [144 x 145] intentionally omitted <==

286 of 359

==> picture [166 x 78] intentionally omitted <==

==> picture [80 x 81] intentionally omitted <==

==> picture [210 x 216] intentionally omitted <==

287 of 359

==> picture [139 x 72] intentionally omitted <==

==> picture [148 x 131] intentionally omitted <==

288 of 359

==> picture [488 x 231] intentionally omitted <==

289 of 359

==> picture [198 x 151] intentionally omitted <==

==> picture [148 x 145] intentionally omitted <==

290 of 359

==> picture [136 x 99] intentionally omitted <==

==> picture [162 x 76] intentionally omitted <==

291 of 359

==> picture [129 x 38] intentionally omitted <==

==> picture [167 x 66] intentionally omitted <==

==> picture [101 x 29] intentionally omitted <==

292 of 359

==> picture [163 x 67] intentionally omitted <==

==> picture [250 x 269] intentionally omitted <==

293 of 359

==> picture [82 x 40] intentionally omitted <==

==> picture [163 x 69] intentionally omitted <==

==> picture [147 x 67] intentionally omitted <==

==> picture [143 x 139] intentionally omitted <==

294 of 359

==> picture [137 x 102] intentionally omitted <==

==> picture [143 x 62] intentionally omitted <==

295 of 359

==> picture [93 x 47] intentionally omitted <==

==> picture [162 x 73] intentionally omitted <==

==> picture [145 x 149] intentionally omitted <==

296 of 359

==> picture [439 x 117] intentionally omitted <==

297 of 359

==> picture [161 x 87] intentionally omitted <==

==> picture [277 x 102] intentionally omitted <==

298 of 359

==> picture [163 x 53] intentionally omitted <==

==> picture [292 x 255] intentionally omitted <==

299 of 359

==> picture [91 x 47] intentionally omitted <==

==> picture [158 x 84] intentionally omitted <==

==> picture [240 x 243] intentionally omitted <==

300 of 359

==> picture [375 x 12] intentionally omitted <==

==> picture [78 x 39] intentionally omitted <==

==> picture [79 x 37] intentionally omitted <==

==> picture [77 x 58] intentionally omitted <==

==> picture [12 x 55] intentionally omitted <==

==> picture [19 x 14] intentionally omitted <==

==> picture [13 x 12] intentionally omitted <==

==> picture [97 x 45] intentionally omitted <==

==> picture [273 x 223] intentionally omitted <==

301 of 359

==> picture [122 x 12] intentionally omitted <==

==> picture [63 x 36] intentionally omitted <==

==> picture [158 x 89] intentionally omitted <==

==> picture [75 x 73] intentionally omitted <==

==> picture [80 x 39] intentionally omitted <==

==> picture [144 x 71] intentionally omitted <==

==> picture [144 x 148] intentionally omitted <==

302 of 359

==> picture [69 x 36] intentionally omitted <==

==> picture [162 x 79] intentionally omitted <==

==> picture [77 x 73] intentionally omitted <==

==> picture [74 x 47] intentionally omitted <==

==> picture [261 x 218] intentionally omitted <==

303 of 359

==> picture [80 x 40] intentionally omitted <==

==> picture [150 x 64] intentionally omitted <==

==> picture [477 x 223] intentionally omitted <==

304 of 359

305 of 359

==> picture [139 x 101] intentionally omitted <==

306 of 359

307 of 359

==> picture [399 x 9] intentionally omitted <==

==> picture [484 x 186] intentionally omitted <==

308 of 359

309 of 359

==> picture [142 x 46] intentionally omitted <==

310 of 359

==> picture [512 x 198] intentionally omitted <==

311 of 359

312 of 359

==> picture [56 x 17] intentionally omitted <==

==> picture [66 x 52] intentionally omitted <==

==> picture [79 x 36] intentionally omitted <==

==> picture [136 x 101] intentionally omitted <==

==> picture [134 x 67] intentionally omitted <==

==> picture [105 x 89] intentionally omitted <==

313 of 359

314 of 359

315 of 359

==> picture [175 x 171] intentionally omitted <==

==> picture [146 x 149] intentionally omitted <==

316 of 359

317 of 359

==> picture [524 x 10] intentionally omitted <==

==> picture [163 x 119] intentionally omitted <==

==> picture [154 x 61] intentionally omitted <==

==> picture [94 x 37] intentionally omitted <==

318 of 359

==> picture [83 x 35] intentionally omitted <==

==> picture [124 x 48] intentionally omitted <==

==> picture [158 x 73] intentionally omitted <==

==> picture [143 x 64] intentionally omitted <==

==> picture [137 x 148] intentionally omitted <==

319 of 359

==> picture [162 x 78] intentionally omitted <==

==> picture [160 x 130] intentionally omitted <==

==> picture [144 x 146] intentionally omitted <==

320 of 359

==> picture [162 x 82] intentionally omitted <==

321 of 359

==> picture [29 x 11] intentionally omitted <==

==> picture [81 x 82] intentionally omitted <==

==> picture [161 x 81] intentionally omitted <==

==> picture [145 x 147] intentionally omitted <==

322 of 359

==> picture [162 x 83] intentionally omitted <==

==> picture [79 x 83] intentionally omitted <==

323 of 359

==> picture [81 x 80] intentionally omitted <==

==> picture [159 x 83] intentionally omitted <==

==> picture [126 x 102] intentionally omitted <==

324 of 359

==> picture [286 x 177] intentionally omitted <==

==> picture [157 x 55] intentionally omitted <==

325 of 359

==> picture [492 x 11] intentionally omitted <==

==> picture [92 x 34] intentionally omitted <==

326 of 359

==> picture [141 x 69] intentionally omitted <==

327 of 359

==> picture [57 x 20] intentionally omitted <==

==> picture [161 x 70] intentionally omitted <==

==> picture [255 x 302] intentionally omitted <==

328 of 359

==> picture [362 x 10] intentionally omitted <==

==> picture [57 x 18] intentionally omitted <==

==> picture [165 x 62] intentionally omitted <==

==> picture [145 x 143] intentionally omitted <==

==> picture [137 x 149] intentionally omitted <==

329 of 359

==> picture [164 x 51] intentionally omitted <==

==> picture [136 x 140] intentionally omitted <==

330 of 359

==> picture [66 x 28] intentionally omitted <==

==> picture [93 x 75] intentionally omitted <==

==> picture [141 x 34] intentionally omitted <==

==> picture [160 x 135] intentionally omitted <==

331 of 359

==> picture [58 x 19] intentionally omitted <==

==> picture [170 x 71] intentionally omitted <==

==> picture [70 x 76] intentionally omitted <==

==> picture [144 x 59] intentionally omitted <==

==> picture [262 x 145] intentionally omitted <==

332 of 359

==> picture [67 x 18] intentionally omitted <==

==> picture [44 x 16] intentionally omitted <==

==> picture [59 x 23] intentionally omitted <==

==> picture [501 x 227] intentionally omitted <==

333 of 359

==> picture [165 x 73] intentionally omitted <==

==> picture [71 x 71] intentionally omitted <==

==> picture [73 x 75] intentionally omitted <==

==> picture [69 x 16] intentionally omitted <==

==> picture [87 x 104] intentionally omitted <==

==> picture [20 x 19] intentionally omitted <==

334 of 359

THIS ABRIDGED PROSPECTUS CONSISTS OF 10 PAGES. PLEASE ENSURE THAT YOU HAVE RECEIVED ALL THE PAGES.

==> picture [74 x 30] intentionally omitted <==

STL NETWORKS LIMITED

CIN: U72900PN2021PLC199875; Date of incorporation : March 26, 2021

REGISTERED	CORPORATE			EMAIL AND
		CONTACT PERSON			WEBSITE
OFFICE	OFFICE			TELEPHONE
4th Floor, Godrej Millennium, Koregaon Road 9, STS 12/1, Pune, Pune, Maharashtra, India,411001	Same as registered office	Amit Deshpande		Email: secretarial@stl.tech Telephone: 020 3051 4000	https://stl.tech/*

* The website of STL Networks Limited is under development. Hence, the website of the promoter i.e. Sterlite Technologies Limited has been provided

ABRIDGED PROSPECTUS

This is an abridged prospectus (“Abridged Prospectus”) prepared solely in connection with the proposed Scheme of Arrangement under Section 230 To Section 232 and other applicable provisions of the Companies Act, 2013 and rules framed thereunder (collectively the “Act”) between Sterlite Technologies Limited (“STL” or “Demerged Company”) and STL Networks Limited (“SNL” or “Resulting Company” or “the Company”) and their respective shareholders and creditors, (hereinafter referred to as the “Scheme”). This Abridged Prospectus discloses applicable information of the unlisted company i.e., SNL, in compliance with the SEBI Circular No. SEBI/HO/CFD/SSEP/CIR/P/2022/14 dated February 04, 2022 (“SEBI 2022 Circular”) and SEBI Master SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 as amended, to the extent applicable (“SEBI Master

Circular”)

This Abridged Prospectus is prepared to comply with the requirements of Regulation 37 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the Para 3(a) of Part I (A) of the SEBI Master Circular, setting out details in relation to the Resulting Company, and in accordance with the disclosures required to be made in the format specified for an abridged prospectus in SEBI 2022 Circular.

You may download the Abridged Prospectus along with the Scheme and other relevant documents from the website of the Demerged Company at https://stl.tech/, BSE Limited (“BSE”) (www.bseindia.com) and the National Stock Exchange of India (“NSE”) (www.nseindia.com) (hereinafter BSE and NSE collectively referred as “Stock Exchanges”) where the equity shares of the Demerged Company are listed.

Pursuant to the Scheme, it is proposed to demerge the Global Services Business undertaking (“ Demerged Undertaking ”) of the Demerged Company into the Resulting Company and cancellation of all the issued share capital of the Resulting Company which shall be affected as a part of the Scheme and not in accordance with Section 66 of the Act.

Global Services Business division of the Demerged Company is engaged, both directly and through its subsidiaries, in system integration telecom network solutions and laying/developing private network infrastructure on turn-key project contract basis and provision of related services both in India and overseas, such as, fiber deployment services, managed services, system integrations services, FTTH deployment services, operations and maintenance of fiber and other MPLS based networks.

The Scheme is subject to approvals of relevant regulatory authorities, such as, amongst others, SEBI/ Stock Exchanges and the relevant benches of Hon’ble National Company Law Tribunal (“NCLT”). The Demerged Company has received the Observation Letters dated September 15, 2023 and September 28, 2023 from NSE and BSE respectively, including SEBI comments on the Scheme.

This Abridged Prospectus dated June 7, 2024 should be read together with the Scheme and the notice sent to the shareholders of the Demerged Company.

Page 1 of 10 335 of 359

PROMOTEROF STLNETWORKS LIMITED
Details of Offer to Public	Not Applicable
Details of Offer for Sale (“OFS”) by Promoter(s) / Promoter Group/ Other Selling Shareholders	Not Applicable
Price Band, Minimum Bid Lot & Indicative Timelines	Not Applicable
Details of Weighted Average Cost of Acquisition (“WACA”) of all shares transacted over the trailing eighteen months from the date of RHP	Not Applicable

RISKS IN RELATION TO THE FIRST OFFER

The Company is not offering any shares through Initial Public Offer to the Public. Hence, risk(s) in relation to first offer is Not applicable .

GENERAL RISKS

Investment in equity & equity-related securities involve a degree of risk. Specific attention of the readers is invited to the section titled "Risk Factors" on page 8 of this Abridged Prospectus. For taking an investment decision, investors must rely on their own examination of Sterlite Technologies Limited, STL Networks Limited and the Scheme, including the risks involved. The Equity Shares have not been recommended or approved by the Securities and Exchange Board of India (“ SEBI ”), nor does, SEBI guarantee the accuracy or adequacy of the contents of this Abridged Prospectus.

SCHEME DETAILS, LISTING AND PROCEDURE

Scheme Details:

The Scheme provides for the transfer by way of Demerger of the Demerged Undertaking (as defined in the Scheme) from the Demerged Company to the Resulting Company, and the consequent issue of equity shares by the Resulting Company to the shareholders of the Demerged Company in accordance with the share entitlement ratio and various other matters consequential or integrally connected therewith, including the reorganization of the share capital of the Resulting Company, pursuant to Sections 230-232 and other applicable provisions of the Act, the SEBI Master Circular No. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated November 23, 2021, SEBI Circular No. SEBI/HO/DDHS/DDHSDiv1/P/CIR/2022/0000000103 dated July 29, 2022 and in compliance with the Income Tax Act, 1961 (“IT Act”) including Section 2(19AA) thereof.

Upon the Scheme becoming effective and in consideration of vesting of the Demerged Undertaking from the Demerged Company to the Resulting Company in terms of this Scheme, the Resulting Company shall, without any further application, act, instrument or deed and without any payment by the shareholders, issue and allot equity shares, credited as fully paid-up, to the shareholders of the Demerged Company, holding fully paid up equity shares in the Resulting Company and whose names appear in the register of members (including register and index of beneficial owners maintained by a depository under Section 11 of the Depositories Act, 1996) of the Resulting Company on the Record Date or to such of their respective heirs, executors, administrators or other legal representative or other successors in title as on the Record Date in the following manner/ratio:

“ 1 (one) fully paid up equity share of Rs. 2/- (Rupees Two only) each of the Resulting Company shall be issued and allotted for every 1 (one) fully paid up equity shares of Rs. 2/- (Rupees Two only) each held in the Demerged Company ” (“ Share Entitlement Ratio ”).

Appointed Date for the Scheme means the opening of business hours on the April 1, 2023 or such other date as the NCLT may direct/ allow.

Unless otherwise defined, capitalized terms used but not defined in this section shall have the same meaning assigned to such terms in the Scheme.

For further details, please refer to the Scheme.

Listing:

Upon the Scheme becoming effective, 1 (one) fully paid up equity share of Rs. 2/- (Rupees Two only) each of the Resulting Company shall be issued and allotted for every 1 (one) fully paid up equity shares of Rs. 2/- (Rupees Two

Page 2 of 10 336 of 359

only) each held in the Demerged Company”. The equity shares of the Resulting Company so allotted would be listed on the Stock Exchanges.

Procedure:

The procedure with respect to public issue/ offer would not be applicable as the proposed issue of shares by SNL is only to the shareholders of STL pursuant to the Scheme. Hence, the processes and procedures in respect to the Bid-cumApplication form, RHP and General Information Document, etc. are Not Applicable .

PRICE INFORMATION OF BOOK RUNNING LEAD MANAGER’S

Not Applicable DETAILS OF STATUTORY AUDITOR

Name : Price Waterhouse Chartered Accountants LLP

Firm Registration No . – 012754N/N500016

Registered Office : Sucheta Bhawan 11A, Vishnu Digambar Marg, New Delhi, India, 110002 Phone : + 91 (20) 41004444

		PROMOTERS OF SNL	PROMOTERS OF SNL
SR. NO.	NAME	INDIVIDUAL/ CORPORATE	DETAILS OF CORPORATE PROMOTER
1.	Sterlite Technologies Limited	Corporate	STL is a public limited company incorporated on 24 March 2000 under the provisions of the Companies Act, 1956 and having its registered office at 4th Floor, Godrej Millennium, Koregaon Road 9, STS 12/1, Pune 411001, India. The corporate identification number of STL is L31300PN2000PLC202408. The equity shares of STL are listed on both BSE and the NSE. The non-convertible debentures of STL are listed on BSE. STL is a global integrator of digital networks and is primarily engaged in designing, manufacturing and marketing of a wide array of optical products and providing information technology/information technology enabled services and network services. The portfolio offerings of STL are categorized into the following business verticals: ► Optical Networking Business(“ONB”); ► Global Services Business(“GSB”); and ► Digital & Technology Solutions(“DTS”). As on May 17, 2023, (being the date of board approval on the Scheme) the Demerged Company holds 50,000 equity shares constituting 100% of the equity share capital of Resulting Company. As on 31 May 2024, the promoter and promoter group of STL hold 44.18% stake in STL.

BUSINESS OVERVIEW AND STRATEGY

Page 3 of 10 337 of 359

Company overview

SNL is an unlisted public company incorporated on March 26, 2021 under the provisions of the Companies Act, 2013 and has its registered office at 4th Floor, Godrej Millennium, Koregaon Road 9, STS 12/1, Pune 411001, India. The Corporate Identification Number of the Resulting Company is U72900PN2021PLC199875.

SNL is a wholly owned subsidiary of STL. Currently, the shares of SNL are not listed on the Stock Exchanges.

The main object of SNL is to provide comprehensive services for network modernization, including design, development, sale and maintenance of telecommunication systems, creating interconnected data centers and providing thereby providing a comprehensive cyber infrastructure.

Product/Service Offering: Yet to commence its business activities

Revenue segmentation by product/service offering: Nil

Geographies Served: Not applicable, since the Company does not have any active business operations as on the date of this Abridged Prospectus.

Revenue segmentation by geographies: Nil

Key Performance Indicators:

Not applicable, since the Company does not have any active business operations as on the date of this Abridged Prospectus

Client Profile or Industries Served:

Not applicable, since the Company does not have any active business operations as on the date of this Abridged Prospectus.

Revenue segmentation in terms of top 5/10 clients or Industries: Not applicable, since the Company does not have any active business operations as on the date of this Abridged Prospectus.

Intellectual Property, if any: Nil

Market Share: Nil, since the Company does not have any active business operations as on the date of this Abridged Prospectus.

Manufacturing plant, if any: Nil

Employee Strength: Nil

Upon the Scheme becoming effective, all employees of STL engaged in or in relation to the Demerged Undertaking shall become employees of SNL.

		BOARDOF DIRECTORS*	BOARDOF DIRECTORS*
Sr. No.	Name	Designation (Independent / Whole time / Executive / Nominee)	Experience & Educational Qualification	Other Directorships
1	Ankit Agarwal DIN: 03344202	Whole time director	Qualification: Ankitholds a Bachelor’s degree from the University of Southern California and an MBA degree from London Business School. He is a strong business development professional skilled in Management, Business Development, Sales Management, Competitive Analysis andStrategy.	Indian Companies: ► Sterlite Technologies Limited ► STL Optical Tech Limited ► STL Digital Limited ► Twin Star Display Technologies Limited

Page 4 of 10 338 of 359

			Experience: Ankit has an over all experience of 14 years with a demonstrated history of working in the telecommunication industry. He is currently the Managing Director of STL. Formerly, Ankit was the CEO of the Connectivity Solutions Business, which he helped expand to over 100 countries and oversaw multiple strategic acquisitions and joint ventures in Italy, Brazil and China. He led STL's launch of first-in-the-world Eco-labelled Certified Optical Products and has been instrumental in formulation of strategic partnerships with operators globally. Prior to STL, Ankit led the Corporate Strategy of Vedanta Resources and played a key role in Vedanta’s strategic transactions including its $8.6 billion acquisition of Cairn India, and $2.6 billion bid for ASARCO. During his time in the Investment Banking division of Deutsche Bank (London) prior to his stint at Vedanta, he played a significant role in cross-border transactions such as Tata Steel’s acquisition of Corus for US$12 billion.	► Sterlite Innovative Solutions Limited Foreign Companies: ► Sterlite Global Ventures (Mauritius) Ltd ► STL Digital Inc., USA ► PT Sterlite Technologies, Indonesia
2	Praveen Cherian DIN: 01991389	Non Executive Director	Qualification: He is an Engineer in Electronics and Telecommunications with MBA in Sales and Marketing. . He is serving on the Board of two IT Services companies in India. Experience: He has an over all experience of 27 years. A proven senior executive and a strong strategic thinker, Praveen has three decades of experience in handling high growth teams and business units across multiple industries. He comes with diverse experience ranging from leading large Business Units to Sales, Service Delivery, Marketing & Strategy, Business Operations with both local and international exposure. Prior to joining STL, Praveen was most recently heading the Infrastructure Services business for IBM across India / South Asia region. He has performed various other roles including CEO of Network Solutions, Director and Head - Cloud Services Business, Practice Leader for Asia Pacific region and started his career at Wipro Infotech. He was instrumental in growing the services business of IBM and leading relationships with many of IBM’s strategic clients.	Indian Companies: ► Speedon Network Limited ► Sterlite Telesystems Limited Foreign Companies: ► NIL

Page 5 of 10 339 of 359

3	Gopal Chandra Rastogi DIN: 10302407	Non-Executive Director	Qualification: Gopal has attended the Indian School of Business (ISB) at Hyderabad. He is also a qualified Chartered Accountant from the Institute of Chartered Accountants of India and a Certified Management Accountant from the Institute of Management Accountants (US). Experience: He has an over all experience of 19 years. Gopal has rich experience in the areas of Business Partnering, Corporate & Strategic Planning, Controllership, Financial Reporting, Financial Planning & Analysis, Revenue Assurance, Cash- flow Management and P&L Delivery. He has partnered with Leadership team for Strategy formulation and Implementation across the organisation. Played key role in driving major business transformation. Designed Finance Next and created operational & cost efficiencies resulting to stakeholders value maximisation. Orchestrated globalisation of business and set-up operations from scratch in US, the UK and Germany. Played a pivotal role in acquisition and seamless integration of multi-million dollar targets in the market of UK and Europe mainland.	Indian Companies: ► Speedon Network Limited ► Sterlite Innovative Solutions Limited Foreign Companies: ► NIL

*As on the date of this Abridged Prospectus

OBJECTS/ RATIONALE OF THE SCHEME

Rationale for demerger of the Demerged Undertaking from the Demerged Company into the Resulting Company

• (i) The Global Services Business and other business verticals of the Demerged Company have been commenced and nurtured over different periods of time. They are currently at different stages of growth and maturity with each having distinct market dynamics, geographic focus, strategy, capital requirements and investor interest. The Demerged Undertakings and the Remaining Undertaking have both achieved scale and experience to sustain business independently in terms of profitability, turnover, order book, customer profile, talent, etc. Hence, segregation of the Demerged Undertaking into a separate entity would enable focused managements to explore the potential business opportunities more effectively and efficiently in the respective business;

• (a) The nature of opportunities, growth areas, risk and competition inherent in the Global Services Business is distinct from the Remaining Undertaking of the Demerged Company, since it is subject to distinct business cycle and market structure, necessitating different management approaches, focus and it is capable of attracting different set of investors, strategic partners, talent, lenders and other stakeholders.

• (b) Further growth and expansion of the Global Services Business would require a differentiated strategy aligned to its industry specific risks, market dynamics and growth trajectory. Moreover, the Global Services Business has now reached a meaningful scale and will be able to benefit by becoming independently focused company.

• (c) The Government of India’s commitment to BharatNet phase three, which is a $10 billion plus program, gives an opportunity to the Demerged Company to grow its core business, i.e. the Optical Network Business and also provides consequent opportunities for the Global Services Business.

Page 6 of 10 340 of 359

Similarly, the Demerged Company is seeing an acceleration on the 5G deployment front which is driving requirement for fiber roll-out for network. In light of the above, there is a need for the activities of the Global Services Business and the other businesses of the Demerged Company to be organized and managed in a distinct way to tap in on the opportunities arising from the growing demand of telecom infrastructure in the country.

• (ii) Thus, the Demerger is expected to lead to following benefits:

• (a) allowing respective businesses to create a strong and distinct platform which enables greater flexibility to pursue long‐term objectives;

• (b) better alignment of the respective businesses to its customers and to improve competitiveness, operational efficiencies and strengthen its position in the relevant marketplace resulting in a more sustainable longterm growth and competitive edge;

• (c) enabling accelerated growth of ONB and allowing the GSB to explore suitable strategies to fund its growth plans;

• (d) creation of an independent company focusing exclusively on GSB and exploring opportunities in the said sector. The independent company can attract different sets of investors, strategic partners, lenders and other stakeholders having a specific interest in the GSB;

• (e) the Demerger and consequent issue of equity shares by the Resulting Company are proposed to allow shareholders of the Demerged Company and investors to invest in the distinct key businesses and allow shareholders to unlock the value of their investments;

• (f) dedicated and specialized management focus on the specific needs of the respective businesses.

For further details, please refer to the Scheme.

Unless otherwise defined, capitalized terms used but not defined in this section shall have the same meaning assigned to such terms in the Scheme.

Details of means of finance	Not Applicable
Details and reasons for non-deployment or delay in deployment of	Not Applicable
proceeds or changes in utilization of issue proceeds of past public issues/
rights issues, ifany, of the company in the preceding 10years
Name of monitoring agency, if any	Not Applicable
Terms of issuance of convertible security, ifany	Not Applicable

	SHAREHOLDING PATTERN (PRE-SCHEME)	SHAREHOLDING PATTERN (PRE-SCHEME)
Sr. No.	Particulars	Number of shares of Rs. 10 Face Value	% of holding
1.	Promoter and Promoter Group	50,000*	100%
2.	Public	-	-
	Total	50,000	100%

* Includes 6 nominee shareholders who hold 6 equity shares together with STL. Beneficial interest is with STL.

Note: Upon the Scheme becoming effective, shareholders of STL will be allotted equity shares of SNL in accordance with Clause 16 of the Scheme and therefore, will become equity shareholders of SNL. The Promoter and Promoter Group of STL shall be the Promoter and Promoter group of SNL in terms of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.Further, pursuant to the Scheme all the issued share capital of the Resulting Company held by STL shall be cancelled.

Number/amount of equity shares proposed to be sold by selling shareholders, if any: Not Applicable

AUDITED FINANCIALS

Page 7 of 10 341 of 359

The audited financial information (IND-AS) of the Resulting Company is provided below:

(₹ in hundreds other than Net asset value per share)

Particulars	FY 2023-24	FY 2022-23	FY 2021-22
Total income from operations (net)	-	-	-
Net Profit / (Loss) before tax and extraordinaryitems	(1,838)	(1,419)	(1,487)
Net Profit / (Loss) after tax and extraordinaryitems	(1,838)	(1,419)	(1,487)
EquityShare Capital	5,000	5,000	5,000
Reserves and Surplus	(4,745)	(2,906)	(1,487)
Networth[ReferNote 1]	255	2,094	3,513
Basic earningsper share	(0.04)	(0.03)	(0.03)
Diluted earningsper share	(0.04)	(0.03)	(0.03)
Return on net worth (%) [Refer Note 2]	(720.78%)	(67.77%)	(42.33%)
Net asset value per share [Refer Note 3]	0.51	4.19	7.03

Note 1 : Net worth comprises of equity share capital and reserves and surplus; Note 2 : Return on net worth = Profit/(loss) after tax/ Net worth100; Note 3* : Net asset value per share = Net Worth / Total number of shares outstanding;

Note 4 : SNL was incorporated on 26 March 2021 and hence the first financial statements have been prepared from the date of incorporation to 31 March, 2022.

RISK FACTORS

The risk factors as identified by SNL are as follows:

1. The Company has been incorporated with an object to provide comprehensive telecommunication and cyber infrastructure services.

2. The completion of implementation of the Scheme is subject to receipt of various approvals, including approval from shareholders and creditors of STL and SNL, regulatory authorities and the NCLT. In the event that these approvals are not received, STL may not be able to effect the transfer of the GSB Undertaking to the Resulting Company, which will result in its inability to complete the Scheme. Further, the objects and benefits mentioned in the Scheme will not be achieved.

3. In accordance with Indian law, permission for listing and trading of Equity Shares shall be granted only after completion of issue and the allotment of the Equity Shares pursuant to the Scheme. The timelines for listing of Equity Shares may vary according to the completion of the actions as listed in the Scheme. Listing of the Equity Shares does not guarantee that a trading market for the Equity Shares would develop. Accordingly, prospective shareholders should be prepared to hold their Equity Shares for an indeterminate period of time.

4. Non-compliance with and changes in, safety, health, environmental and labour laws and other applicable regulations, may adversely affect business operations of the company.

5. The company shall face immense competition from both domestic as well as multinational corporations and inability to compete effectively may have adverse impact on the business operations of the Company.

6. Economic slow-down, recession, down-grade in credit ratings, health pandemics, natural calamities would adversely affect the business of the Resulting Company.

7. The Company's inability to effectively manage credit, market and liquidity risk may have an adverse effect on its earnings, capitalization, credit ratings and cost of funds.

Page 8 of 10 342 of 359

1. The Resulting Company’s performance and growth will be dependent on the performance of the Indian and global economy, which in turn, depends on various external factors. The Indian economy has been affected by global economic uncertainties, volatility in interest rates, currency exchange rates, commodity and various other macroeconomic factors as well as regulatory changes. Any downturn in the macroeconomic environment in India could materially and adversely affect the business, prospects, financial condition, results of operations and cash flows of the Company.

2. The Resulting Company’s operations would include usage of IT systems, networks, and communications infrastructure. Any interruptions or breakdowns in such systems could impact the effectiveness of delivering services and updates to the customers. Regular upgradation of IT infrastructure is necessary, without which Company’s ability to efficiently manage its business and deliver accurate information to various internal and external stakeholders could be impaired.

3. Any inability to attract and retain skilled personnel and other talented professionals or any loss of senior management or other talented professionals may adversely impact the Resulting Company's business.

SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION

• A. Total number of outstanding litigations as on April 30, 2024 by and against the Resulting Company, its Directors, Promoters and Subsidiaries and the total amount involved:

				Disciplinary
				actions by		Aggregate
			Statutory or	the SEBI or	Civil	amount
Name of	Criminal	Tax
			Regulatory	Stock	Litigations	involved
entity	Proceedings	Proceedings^
			Proceedings	Exchanges	^	(Rs in
				against our		crores)**
				Promoters
Company(SNL) By the Company (SNL) - - - - - - Against the Company (SNL) - - - - - - Directors By our Directors - - - - - - Against the Directors - - - - - - Promoters(STL) By Promoters (STL) 3 2 - - 11 1,331 Against Promoters (STL) 2 2 2 - 8 1,151 Subsidiaries*
By Subsidiaries	Not applicable
Against Subsidiaries

* Resulting Company does not have any subsidiaries

** to the extent ascertainable

^ Civil litigations and tax litigations involving amount of more than INR 7 crores are considered to be material

B. Brief details of top 5 material outstanding litigations against the company and amount involved as on 31 Match

Page 9 of 10 343 of 359

2024

Sr. No. Particulars Litigation filed by Current status Amount involved Nil

• C. Regulatory Action, if any - disciplinary action taken by SEBI or stock exchanges against the Promoters in last 5 financial years including outstanding action, if any

• a. STL paid Rs 1,27,440 on November 28, 2022, and Rs 1180/- on February 3, 2023 respectively, for delay in submission of intimation under regulation 57(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, inter alia, informing about payment of interest/redemption of Commercial Papers of the Company. However, interest payment was made to the investor as per the record date.

• D. Brief details of outstanding criminal proceedings against Promoters

• a. Station House Officer/Incharge, Police Station, Domana, Jammu (the “PS Domana”) filed a first information report dated January 20, 2017 (the “ FIR ”) registered under Sections 337 and 304A of the erstwhile Jammu and Kashmir State Ranbir Penal Code, 1932 against STL and its employees in connection with a car accident, resulting in the death of five people and injury to two people. STL filed a petition under Section 561-A of the Code of Criminal Procedure, 1973 before the High Court of Jammu and Kashmir (the “High Court”) (the “Petition”) against the State of Jammu and Kashmir (the “Respondent No. 1”) and PS Domana seeking inter alia, quashing of the FIR. STL also filed a miscellaneous application before the High Court seeking a stay on the FIR and the investigation being conducted against our Company until the final outcome of the Petition. The matter is currently pending.

• b. STL appealed to CESTAT, Mumbai against a Commissioner's order regarding two show cause notices under the Customs and Excise Acts, contesting an INR15 crore customs fine for FY 2002-2003. CESTAT's June 17, 2005, order rejected STL's claims, leading STL to challenge it. Meanwhile, the Commissioner accused STL and others of selling duty-free imported goods domestically, violating the EOU Scheme, and sought legal action for unpaid duties and fines totaling ₹183.67 crore. STL filed a special leave petition and a civil appeal with the Supreme Court, alleging violations of justice principles, and sought settlement under the Sabka Vishvas Scheme for ₹84.33 crore in excise duties. STL settled by paying ₹39.17 crore, but the appeal over the remaining ₹15 crore is still pending.

ANY OTHER IMPORTANT INFORMATION AS PER BRLM / RESULTING COMPANY

NIL

DECLARATION BY THE COMPANY

We hereby declare that all relevant provisions of the Companies Act, 2013 and the guidelines/regulations issued by the Government of India or the guidelines/regulations issued by the Securities and Exchange Board of India, established under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may he have been complied with and no statement in the Abridged Prospectus is contrary to the provisions of the Companies Act, 1956, the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992 or rules made or guidelines or regulation issued there under, as the case may be. We further certify that all statements in this Abridged Prospectus are true and correct.

For and on behalf of STL Networks Limited

ANKIT Digitally signed by ANKIT KUMAR KUMAR AGARWAL Date: 2024.06.07 AGARWAL 14:10:31 +05'30'

Name: Ankit Agarwal Designation: Director DIN: 03344202 Date: June 7, 2024 Place: Mumbai

Page 10 of 10 344 of 359

www.stl.tech

Sterlite Technologies Limited Annexure V-A - Standalone balance sheet summary as on March 31, 2023

==> picture [79 x 31] intentionally omitted <==

Sterlite Technologies Limited Annexure V-A - Standalone balance sheet summary as on March 31, 2023	Sterlite Technologies Limited Annexure V-A - Standalone balance sheet summary as on March 31, 2023	Sterlite Technologies Limited Annexure V-A - Standalone balance sheet summary as on March 31, 2023	Sterlite Technologies Limited Annexure V-A - Standalone balance sheet summary as on March 31, 2023	Sterlite Technologies Limited Annexure V-A - Standalone balance sheet summary as on March 31, 2023
(Amount in Crores)
Balance Sheet	STL (Demerged Co) Pre Demerger	STL (Demerged Co) Post Demerger	STL Networks (Resulting Co) Pre Demerger	STL Networks (Resulting Co) Post Demerger
ASSETS
Non-current assets
Property,Plant and Equipment	1,944	1,905		39
Capital work-in-progress	55	55		-
Other Intangible assets	23	21		2
Investments	387	362		26
Loans	454	439		15
Other Non Current Assets	53	4		49
Total Non-Current assets	2,917	2,786	-	131
Current assets
Inventories	410	380		30
Investments	40	40		-
Trade receivables	2,167	1,157		1,010
Cash and cash equivalents	138	88	0.05	50
Other Bank balances	57	57		-
Other Current Financial Assets	109	70		39
Contract Assets	1,377	8		1,370
Other current assets	403	229		175
Asset classified as held for sale	10	10		-
Total current assets	4,711	2,038	0.05	2,673
Total Assets	7,628	4,824	0.05	2,804
EQUITY AND LIABILITIES
Equity
Equityshare capital	80	80	0.05	80
Other Equity	1,803	740	-0.02
Capital reserve created on demerger				984
Total Equity/ net-worth	1,883	820	0.03	1,063
Liabilities
Non-current liabilities
Borrowings	678	604		74
Lease Liability (Non-current)	51	51		-
Other financial liabilities	10	6		4
Employee benefit obligations	29	29		-
Provisions	0	0		-
Deferred tax liabilities(Net)	44	44		-
Total Non-Current liabilities	812	734	-	78
Current liabilities
Borrowing	2,291	1,941		350
Lease Liability (Current)	30	9		21
Tradepayables	2,087	973		1,114
Other financial liabilities	225	210		16
Contract Liabilities	163	18		145
Other current liabilities	59	51	0.02	8
Employee benefit obligations	13	3		10
Provisions	66	66		-
Total current liabilities	4,933	3,270	0.02	1,663
Total Equity and Liabilities	7,628	4,824	0.05	2,804
Revenue From Operations	5,380	3,763	-	1,617
PAT	75.35	57	-0	19

Sterlite Technologies Limited Registered office: 4th Floor, Godrej Millennium, Koregaon Road 9, STS 12/1, Pune, Maharashtra- 411 001, India. CIN - L31300PN2000PLC202408 345 of 359

www.stl.tech

Sterlite Technologies Limited

==> picture [79 x 31] intentionally omitted <==

Annexure V-B - Consolidated balance sheet as on March 31, 2023

Sterlite Technologies Limited Registered office: 4th Floor, Godrej Millennium, Koregaon Road 9, STS 12/1, Pune, Maharashtra- 411 001, India. CIN - L31300PN2000PLC202408 Balance Sheet STL (Demerged Co) Pre Demerger STL (Demerged Co) Post Demerger STL Networks (Resulting Co) Pre Demerger STL Networks (Resulting Co) Post Demerger 31-Mar-23 31-Mar-23 31-Mar-23 31-Mar-23 ASSETS Non-current assets Property, Plant and Equipment 2,854 2,807 47 Capital work-in-progress 129 129 -0 Goodwill 225 160 65 Other Intangible assets 167 128 39 Deferred tax assets (net) 77 46 31 Financial Assets - Investments 96 97 -0 Trade Receivables - - - Loans 3 -7 10 Other Non Current Financial Assets 11 7 4 Other Non-current assets 97 45 51 Total Non-Current assets 3,659 3,412 247 Current assets Inventories 832 781 51 Financial Assets - Investments 40 40 - Trade receivables 1,822 783 1,039 Loans - - - Cash and cash equivalents 450 450 0 - Other Bank balances 57 57 - Other Current Financial Assets 118 74 43 Contract Assets 1,416 -0 1,416 Other current assets 461 274 187 Asset classified as held for sale 10 10 - Total current assets 5,205 2,468 0 2,737 Total Assets 8,864 5,880 0 2,984 EQUITY AND LIABILITIES Equity Equity share capital 80 80 0 80 Other Equity 2,011 592 -0 Capital reserve 1,343 Non-controlling interest 4 1 Total Equity 2,095 672 0 1,422 Liabilities Non-current liabilities Financial Liabilities Borrowings 1,002 847 155 Lease Liability (Non-current) 126 123 3 Other financial liabilities 15 11 4 Employee benefit obligations 44 44 - Provisions 0 0 - Other non-current liabilities - - - Deferred tax liabilities (Net) 54 42 12 346 of 359	Balance Sheet	STL (Demerged Co) Pre Demerger	STL (Demerged Co) Post Demerger	STL Networks (Resulting Co) Pre Demerger	STL Networks (Resulting Co) Post Demerger
		31-Mar-23	31-Mar-23	31-Mar-23	31-Mar-23
	ASSETS
	Non-current assets
	Property, Plant and Equipment	2,854	2,807		47
	Capital work-in-progress	129	129		-0
	Goodwill	225	160		65
	Other Intangible assets	167	128		39
	Deferred tax assets (net)	77	46		31
	Financial Assets				-
	Investments	96	97		-0
	Trade Receivables	-	-		-
	Loans	3	-7		10
	Other Non Current Financial Assets	11	7		4
	Other Non-current assets	97	45		51
	Total Non-Current assets	3,659	3,412		247
	Current assets
	Inventories	832	781		51
	Financial Assets				-
	Investments	40	40		-
	Trade receivables	1,822	783		1,039
	Loans	-	-		-
	Cash and cash equivalents	450	450	0	-
	Other Bank balances	57	57		-
	Other Current Financial Assets	118	74		43
	Contract Assets	1,416	-0		1,416
	Other current assets	461	274		187
	Asset classified as held for sale	10	10		-
	Total current assets	5,205	2,468	0	2,737
	Total Assets	8,864	5,880	0	2,984
	EQUITY AND LIABILITIES
	Equity
	Equity share capital	80	80	0	80
	Other Equity	2,011	592	-0
	Capital reserve				1,343
	Non-controlling interest	4	1
	Total Equity	2,095	672	0	1,422
	Liabilities
	Non-current liabilities
	Financial Liabilities
	Borrowings	1,002	847		155
	Lease Liability (Non-current)	126	123		3
	Other financial liabilities	15	11		4
	Employee benefit obligations	44	44		-
	Provisions	0	0		-
	Other non-current liabilities	-	-		-
	Deferred tax liabilities (Net)	54	42		12

	www.stl.tech Total Non-Current liabilities 1,242 1,068 174 Current liabilities Financial Liabilities Borrowings 2,665 2,646 20 General Borrowing - - Lease Liability (Current) 41 21 21 Trade payables 2,153 996 0 1,156 Other financial liabilities 254 239 15 Contract Liabilities 156 11 145 Other current liabilities 131 102 0 29 Employee benefit obligations 29 29 - Provisions 66 66 - Current tax liabilities (Net) 33 32 2 Total current liabilities 5,528 4,140 0 1,388 Total Equity and Liabilities 8,864 5,880 0 2,984 Revenue From Operations 7,020.14 5,402.87 0.00 1,617.27 PAT 126.60 107.43 0.00 19.17	www.stl.tech Total Non-Current liabilities 1,242 1,068 174 Current liabilities Financial Liabilities Borrowings 2,665 2,646 20 General Borrowing - - Lease Liability (Current) 41 21 21 Trade payables 2,153 996 0 1,156 Other financial liabilities 254 239 15 Contract Liabilities 156 11 145 Other current liabilities 131 102 0 29 Employee benefit obligations 29 29 - Provisions 66 66 - Current tax liabilities (Net) 33 32 2 Total current liabilities 5,528 4,140 0 1,388 Total Equity and Liabilities 8,864 5,880 0 2,984 Revenue From Operations 7,020.14 5,402.87 0.00 1,617.27 PAT 126.60 107.43 0.00 19.17	www.stl.tech Total Non-Current liabilities 1,242 1,068 174 Current liabilities Financial Liabilities Borrowings 2,665 2,646 20 General Borrowing - - Lease Liability (Current) 41 21 21 Trade payables 2,153 996 0 1,156 Other financial liabilities 254 239 15 Contract Liabilities 156 11 145 Other current liabilities 131 102 0 29 Employee benefit obligations 29 29 - Provisions 66 66 - Current tax liabilities (Net) 33 32 2 Total current liabilities 5,528 4,140 0 1,388 Total Equity and Liabilities 8,864 5,880 0 2,984 Revenue From Operations 7,020.14 5,402.87 0.00 1,617.27 PAT 126.60 107.43 0.00 19.17	www.stl.tech Total Non-Current liabilities 1,242 1,068 174 Current liabilities Financial Liabilities Borrowings 2,665 2,646 20 General Borrowing - - Lease Liability (Current) 41 21 21 Trade payables 2,153 996 0 1,156 Other financial liabilities 254 239 15 Contract Liabilities 156 11 145 Other current liabilities 131 102 0 29 Employee benefit obligations 29 29 - Provisions 66 66 - Current tax liabilities (Net) 33 32 2 Total current liabilities 5,528 4,140 0 1,388 Total Equity and Liabilities 8,864 5,880 0 2,984 Revenue From Operations 7,020.14 5,402.87 0.00 1,617.27 PAT 126.60 107.43 0.00 19.17	www.stl.tech Total Non-Current liabilities 1,242 1,068 174 Current liabilities Financial Liabilities Borrowings 2,665 2,646 20 General Borrowing - - Lease Liability (Current) 41 21 21 Trade payables 2,153 996 0 1,156 Other financial liabilities 254 239 15 Contract Liabilities 156 11 145 Other current liabilities 131 102 0 29 Employee benefit obligations 29 29 - Provisions 66 66 - Current tax liabilities (Net) 33 32 2 Total current liabilities 5,528 4,140 0 1,388 Total Equity and Liabilities 8,864 5,880 0 2,984 Revenue From Operations 7,020.14 5,402.87 0.00 1,617.27 PAT 126.60 107.43 0.00 19.17
	Total Non-Current liabilities	1,242	1,068		174
	Current liabilities
	Financial Liabilities
	Borrowings	2,665	2,646		20
	General Borrowing		-		-
	Lease Liability (Current)	41	21		21
	Trade payables	2,153	996	0	1,156
	Other financial liabilities	254	239		15
	Contract Liabilities	156	11		145
	Other current liabilities	131	102	0	29
	Employee benefit obligations	29	29		-
	Provisions	66	66		-
	Current tax liabilities (Net)	33	32		2
	Total current liabilities	5,528	4,140	0	1,388
	Total Equity and Liabilities	8,864	5,880	0	2,984
	Revenue From Operations	7,020.14	5,402.87	0.00	1,617.27
	PAT	126.60	107.43	0.00	19.17

Sterlite Technologies Limited Registered office: 4th Floor, Godrej Millennium, Koregaon Road 9, STS 12/1, Pune, Maharashtra- 411 001, India. CIN - L31300PN2000PLC202408 347 of 359

==> picture [80 x 62] intentionally omitted <==

==> picture [162 x 75] intentionally omitted <==

348 of 359

==> picture [412 x 14] intentionally omitted <==

==> picture [66 x 23] intentionally omitted <==

==> picture [73 x 81] intentionally omitted <==

==> picture [98 x 42] intentionally omitted <==

==> picture [143 x 65] intentionally omitted <==

==> picture [145 x 148] intentionally omitted <==

349 of 359

==> picture [442 x 119] intentionally omitted <==

==> picture [143 x 116] intentionally omitted <==

350 of 359

==> picture [56 x 18] intentionally omitted <==

==> picture [76 x 61] intentionally omitted <==

==> picture [138 x 61] intentionally omitted <==

351 of 359

==> picture [483 x 15] intentionally omitted <==

==> picture [96 x 38] intentionally omitted <==

==> picture [271 x 290] intentionally omitted <==

352 of 359

==> picture [19 x 14] intentionally omitted <==

==> picture [402 x 218] intentionally omitted <==

353 of 359

==> picture [106 x 25] intentionally omitted <==

==> picture [270 x 68] intentionally omitted <==

354 of 359

==> picture [74 x 31] intentionally omitted <==

==> picture [470 x 140] intentionally omitted <==

355 of 359

==> picture [114 x 682] intentionally omitted <==

==> picture [147 x 110] intentionally omitted <==

==> picture [99 x 450] intentionally omitted <==

==> picture [380 x 149] intentionally omitted <==

356 of 359

==> picture [468 x 16] intentionally omitted <==

==> picture [57 x 22] intentionally omitted <==

==> picture [75 x 31] intentionally omitted <==

==> picture [176 x 662] intentionally omitted <==

==> picture [399 x 152] intentionally omitted <==

357 of 359

==> picture [477 x 52] intentionally omitted <==

==> picture [74 x 31] intentionally omitted <==

==> picture [117 x 36] intentionally omitted <==

==> picture [79 x 79] intentionally omitted <==

==> picture [86 x 38] intentionally omitted <==

==> picture [193 x 109] intentionally omitted <==

358 of 359

==> picture [75 x 31] intentionally omitted <==

==> picture [108 x 37] intentionally omitted <==

==> picture [325 x 92] intentionally omitted <==

==> picture [146 x 73] intentionally omitted <==

==> picture [145 x 148] intentionally omitted <==

359 of 359

==> picture [71 x 27] intentionally omitted <==

STERLITE TECHNOLOGIES LIMITED

(CIN: L31300PN2000PLC202408 ) Registered Office: 4[th] Floor, Godrej Millennium, Koregaon Road 9, STS 12/1, Pune - 411001 Maharashtra, India Phone: 020-3051 4000, Fax : 020-3051 4113 E-mail: secretarial@stl.tech, Website: www.stl.tech

NOTICE CONVENING MEETING OF THE UNSECURED CREDITORS OF STERLITE TECHNOLOGIES LIMITED IN ACCORDANCE WITH THE ORDER OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH

MEETING:

MEETING:	MEETING:
Day		Wednesday
Date		10 July2024
Time		11:00 a.m.(IST)
Mode of Meeting		As per the directions of the Hon’ble National Company Law Tribunal, Mumbai Bench (“NCLT”), the Meeting shall be conducted through Video Conferencing (‘VC’) / Other Audio-Visual Means (‘OAVM’) and is deemed to take place at the registered office of the Company
Sr. No.	INDEX		Pg. No.
**1. **	Notice of meeting of the Unsecured Creditors of Sterlite Technologies Limited (‘First Applicant Company’ or ‘Demerged Company’) (“Notice”).		4-11
**2. **	Explanatory Statement under Section 230 to 232 of the Companies Act, 2013 and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (“CAA Rules”).		12-34
**3. **	Annexure 1-Polling Paper with instruction		35
**4. **	Annexure A Copy of order dated 17 April 2024 read with order dated 15 May 2024 passed by the Hon’ble NCLT (hereinafter referred to as “NCLT Orders”).		36-64
**5. **	Annexure B Scheme of Arrangement between Sterlite Technologies Limited (“Demerged Company” or “Company”) and STL Networks Limited (“Resulting Company”) and their respective Shareholders and Creditors (“Scheme”).		65-95
**6. **	Annexure C Report on share entitlement ratio received from SSPA & Co., Chartered Accountants.		96-104
**7. **	Annexure D Fairness Opinion of Merchant Banker on reasonableness on the share entitlement ratio.		105-112
**8. **	Annexure E1 and E2		113-120

	Observation Letters received from National Stock Exchange of India (NSE) Limited and BSE Limited (BSE) for the Scheme.
**9. **	Annexure F1 and F2 Complaint Report submitted to BSE and NSE, respectively.	121-124
**10. **	Annexure G1 and G2 Compliance Report submitted by the Company to BSE and NSE, respectively.	125-130
**11. **	Annexure H1 and H2 Report adopted by the Board of Directors of Sterlite Technologies Limited and STL Networks Limited, pursuant to the provisions of Section 232(2)(c) of the Companies Act, 2013.	131-140
**12. **	Annexure I1 and I2 The pre and post scheme shareholding pattern (including Promoter and Promoter Group) of Sterlite Technologies Limited and STL Networks Limited.	141-168
**13. **	Annexure J Audited Statement of Accounts of Sterlite Technologies Limited as on 31 March 2023.	169-266
**14. **	Annexure K Provisional Statement of Accounts of the Sterlite Technologies Limited as on 30 September 2023.	267-285
**15. **	Annexure L Audited Statement of Accounts of STL Networks Limited as on 31March 2023.	286-314
**16. **	Annexure M Provisional Statement of Accounts of STL Networks Limited as 30 September 2023.	315-321
**17. **	Annexure N1 and N2 Certificates issued by the Auditors of the respective Companies (Demerged Company and Resulting Companies) to the effect that the accounting treatment proposed in the Scheme is in conformity with the Accounting Standards prescribed under Section 133 of the Companies Act, 2013	322-329
**18. **	Annexure O Information in the format prescribed for abridged prospectus pertaining to the unlisted entities i.e. STL Networks Limited involved in the Scheme as specified in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“ICDR Regulations”)	330-339
**19. **	Annexure P1 and P2 Details of assets and liabilities of Sterlite Technologies Limited and STL Networks Limited, pre and post demerger	340-342
**20. **	Annexure Q1 and Q2	343-348

	Pre and post demerger net worth of Sterlite Technologies Limited and STL Networks Limited
**21. **	Annexure R Details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken against Sterlite Technologies Limited, its promoters and directors	349-354

Notice and Explanatory Statement of the meeting, issued pursuant to Sections 230 to 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamation) Rules, 2016 (page nos. 02 to 37) and Annexure A to Annexure R (page nos. 38 to 357) constitute a single and complete set of documents and should be read together as they form an integral part of this document.

IN THE NATIONAL COMPANY LAW TRIBUNAL

MUMBAI BENCH, AT MUMBAI

C.A.(CAA)/ 24/MB-IV /2024

In the matter of the Companies Act, 2013;

AND

In the matter of Section 230 to 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 and Rules framed thereunder;

AND

In the matter of Scheme of Arrangement between Sterlite Technologies Limited (‘Demerged Company’) and STL Networks Limited (‘Resulting Company’) and their respective Shareholders and Creditors (‘Scheme’)

Sterlite Technologies Limited , a company ) incorporated under the Companies Act, 1956 having its ) Registered Office situated at 4th Floor, Godrej ) Millennium, Koregaon Road 9, STS 12/1, Pune, ) Maharashtra 411001, India CIN: L31300PN2000PLC202408

) … First Applicant Company / Demerged Company

FORM NO. CAA 2

[Pursuant to Section 230 (3) and rule 6 and 7]

Company Application No. 24 (MB) of 2024

NOTICE CONVENING MEETING OF UNSECURED CREDITORS OF STERLITE TECHNOLOGIES LIMITED

To,

The Unsecured Creditors of Sterlite Technologies Limited

Notice is hereby given that by an order dated the 17 April 2024 and 15 May 2024 passed in the Company Scheme Application CA (CAA)/24/MB-IV/2024 (‘ NCLT Orders ’), the Mumbai Bench of the National Company Law Tribunal (‘ Hon’ble Tribunal ’ or ‘ NCLT ’) has directed a meeting to be held of Unsecured Creditors of Sterlite Technologies Limited (“ First Applicant Company ” or “ Demerged Company ” or “ Company ”) for the purpose of considering, and, if thought fit, approving, with or without modification, the proposed Scheme of Arrangement between Sterlite Technologies Limited (‘Demerged Company’) and STL Networks Limited (‘Resulting Company’) and their respective Shareholders and Creditors (‘ Scheme ’) under sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (‘Act’) along with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The Scheme, if approved by the Unsecured Creditors, will be subject to the subsequent approval of the Hon’ble Tribunal and such other approvals, permissions and sanctions of regulatory or other authorities, as may be necessary.

Pursuant to the said NCLT Orders and as directed therein, further notice is hereby given that a meeting of unsecured creditors of the First Applicant Company will be held on Wednesday, 10 July 2024 at 11:00 a.m. (IST) (‘Meeting’) or any adjourned dates thereof, for the purpose of considering, and if thought fit, approving the proposed Scheme by exercising the option to convene the meeting through Video Conferencing (“VC”)/ Other Audio Visual Means (“OAVM”) in compliance with the applicable provisions of the Act, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘ SEBI Listing Regulations ’) and Secretarial Standard on General Meetings as issued by the Institute of Company Secretaries of India (“SS-2”) and following the operating procedures (with requisite modifications as may be required) referred to in General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No. 22/2020 dated June 15, 2020, General Circular No. 33/2020 dated September 28, 2020, General Circular No. 39/2020 dated December 31, 2020, General Circular No. 10/2021 dated June 23, 2021, General Circular No. 20/2021 dated December 8, 2021, General Circular No. 3/2022 dated May 5, 2022, General Circular No. 10/2022 dated December 28, 2022 and General Circular No. 09/2023 dated September 25, 2023 issued by the Ministry of Corporate Affairs (‘ MCA ’), Government of India (collectively referred to as “ MCA Circulars ”), to consider, and if thought fit, pass, with or without modification(s), the following resolution for approval of the Scheme by requisite majority as prescribed under Section 230(1) and (6) read with Section 232(1) of the Act, as amended. The Scheme, if approved by the requisite majority of equity shareholders of the Company, Section 230(6) of the Act read with the Master circular number SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20 June 2023, issued by the Securities and Exchange Board of India (“ SEBI ”) and other applicable SEBI circulars, if any, will be subject to subsequent approval of the NCLT and such other approvals, permissions and sanctions from any other regulatory or statutory authority(ies) as may be deemed necessary.

Pursuant to the said NCLT Orders and as directed therein, the meeting of the Unsecured Creditors of the Company (“Tribunal Convened Meeting” or “Meeting”) will be held on Wednesday, 10 July 2024 at 11:00 a.m. (IST) through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”), in

compliance with the Circulars issued by Ministry of Corporate Affairs in this regard, the applicable provisions of the Act, SS-2 and SEBI Listing Regulations, to consider, and if thought fit, pass, with or without modification(s), the following resolution for approval of the Scheme by requisite majority as prescribed under Section 230(1) and (6) read with Section 232(1) of the Act and SEBI Master Circular SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20 June, 2023 (as amended from time to time):

SPECIAL BUSINESS

“ RESOLVED THAT pursuant to the provisions of Sections 230 to 232 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other applicable provisions, if any, of the Companies Act, 2013, the National Company Law Tribunal Rules, 2016, (including any statutory modification(s) or re-enactment thereof for the time being in force) various Securities and Exchange Board of India (SEBI) Regulations including the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the observation letters issued by National Stock Exchange of India Limited and BSE Limited, dated 15 September 2023 and 28 September 2023, respectively and other applicable laws/regulations/rules and in accordance with relevant clauses of the Memorandum of Association and Articles of Association of the Company and subject to approval of the Hon'ble National Company Law Tribunal, Mumbai Bench (‘Hon’ble Tribunal’ or ‘NCLT’) and subject to such other approvals, permissions and sanctions of regulatory and other sectoral authorities, if any, as may be necessary and subject to such conditions and modifications as may be prescribed or imposed by the NCLT or by any regulatory or other sectoral authorities, while granting such consents, approvals and permissions, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “Board”, which term shall be deemed to mean and include one or more Committee(s) constituted/to be constituted by the Board or any person(s) which the Board may nominate to exercise its powers including the powers conferred by this resolution), the proposed Scheme of Arrangement between Sterlite Technologies Limited (‘Demerged Company’) and STL Networks Limited (‘Resulting Company’) and their respective Shareholders and Creditors (“Scheme”), placed before this meeting and initialled by the Chairman of the meeting for the purpose of identification, which inter alia envisages the Demerger of the Demerged Undertaking (as defined in the Scheme) from the Demerged Company to the Resulting Company be and is hereby approved.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things, as it may, in its absolute discretion deem requisite, desirable, appropriate or necessary to give effect to this resolution and effectively implement the arrangement embodied in the Scheme and to accept such modifications, amendments, limitations and/or conditions, if any, which may be required and/or imposed by the NCLT while sanctioning the arrangement embodied in the Scheme or by any authorities under law, or as may be required for the purpose of resolving any doubts or difficulties that may arise in giving effect to the Scheme, as the Board may deem fit and proper.”

TAKE FURTHER NOTICE THAT, in compliance with the NCLT Orders and the MCA Circulars, a copy of the Scheme, the notice of this Meeting along with Explanatory Statement under sections 230(3), 232 of the Act read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other annexures as stated in the Index are enclosed herewith. A copy of this Notice and the accompanying documents will be hosted on the website of the Company at https://stl.tech/investor/ and will also be available on the website of BSE Limited (“ BSE ”) and National Stock Exchange of India Limited (“ NSE ”) at www.bseindia.com and www.nseindia.com, respectively.

The First Applicant Company will furnish a copy of the Notice together with a copy of the explanatory statement, Scheme and other annexures to the Notice, free of charge, upon any requisition in this regard being made by any Unsecured Creditors, to the First Applicant Company by email at secretarial@stl.tech

The Scheme and the statement under Section 230 are annexed to this Notice and can be obtained free of charge at the Registered Office of the First Applicant Company on any day (except Saturday, Sunday and public holidays) at 4th Floor, Godrej Millennium, Koregaon Road 9, STS 12/1, Pune, Maharashtra 411001, India between 10:00 am to 5:00 p.m. up to the date of the meeting. A proceeding of the meeting shall also be made available on the website of the First Applicant Company at www.stl.tech as soon as possible.

In accordance with the said NCLT Orders the voting rights of the Unsecured creditors shall be in proportion to their outstanding amount in the Company as on 31 October 2023. Further, in accordance with the applicable regulatory provisions and the said Order, the Company shall provide Unsecured creditors with the facility of casting their vote by poll at the meeting. The Creditors may refer to the ‘Notes’ to this Notice for further details on voting by poll at the Meeting.

(DIN: 02497125), and failing him Mr. Subramanian Madhavan, Independent Director (DIN: 06451889) of the First Applicant Company, as the Chairperson of the meeting. The above-mentioned Scheme, if approved at the meeting, will be subject to the subsequent approval of the Tribunal.

The Hon’ble Tribunal has appointed Mr. B Narasimhan, Proprietor BN & Associates (FCSMembership No.: 1303, COP No.: 10440), Practicing Company Secretary and failing him Mr. Venkataraman K (ACS - Membership No.: 8897, COP No.: 12459), Practicing Company Secretary as the Scrutinizer of the meeting.

The facility of appointment of proxies by Unsecured Creditors will not be available for the meeting as the meeting is being held through VC/OAVM. However, a body corporate / institutional creditor which is an Unsecured Creditor of the First Applicant Company is entitled to appoint a representative for the purposes of participating and/or voting during the meeting, provided the prescribed form/authorization is filed with the First Applicant Company at secretarial@stl.tech not later than 48 (forty eight) hours before the start of the aforesaid meeting as required under Rule 10 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

Sd/-

Bangalore Jayaram Arun

Chairman appointed for the Meeting

DIN: 02497125

Date: June 07, 2024

Place: Pune

Registered Office:

4th Floor, Godrej Millennium, Koregaon Road 9,

STS 12/1, Pune, Maharashtra 411001, India

Notes :

(i) Pursuant to the directions of the NCLT Orders, the Meeting of the Unsecured Creditors of the Company is being conducted through VC/OAVM facility to transact the business set out in the notice convening this Meeting. The Meeting will be conducted in compliance with the provisions of the Act, SEBI Listing Regulations, read with other applicable SEBI circulars and

in compliance with the requirements prescribed by the MCA for holding general meetings through VC/OAVM. Accordingly, the meeting of the Unsecured Creditors of the Company will be convened on Wednesday, 10 July 2024 at 11:00 a.m. (IST), through VC/OAVM, for the purpose of considering, and if thought fit, approving, the Scheme of Arrangement between Sterlite Technologies Limited (‘Demerged Company’) and STL Networks Limited (‘Resulting Company’) and their respective Shareholders and Creditors.

• (ii) No route map of the venue of the Meeting is annexed hereto, since this Meeting is being held through VC / OAVM. The deemed venue for the Meeting shall be the Registered Office of the Company at 4th Floor, Godrej Millennium, Koregaon Road 9, STS 12/1, Pune, Maharashtra 411001, India.

• (iii) The Explanatory Statement pursuant to sections 230 to 232 of the Act and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in respect of the business set out above is annexed hereto. All documents referred to in the accompanying Notice and the Explanatory Statement will be available for inspection by the Unsecured Creditors at the Registered Office of the First Applicant Company during normal business hours (10:00 a.m. to 5:00 p.m.) on any day (except Saturdays, Sundays and public holidays) up to the date of the meeting.

• (iv) The Company has availed the services of KFin Technologies Limited, (KFin) Registrar and Transfer Agent of the Company (‘RTA’), as the authorized agency for conducting of the meeting of the Unsecured creditors through VC/OAVM. Detailed instructions for the procedure for joining the meeting through VC/OAVM are annexed to this Notice.

• (v) Unsecured creditors attending the Meeting through VC/ OAVM shall be reckoned for the purpose of quorum.

• (vi) Since this Meeting is being held pursuant to the NCLT Orders and the MCA circulars through VC/OAVM, the requirement of physical attendance of Unsecured creditors has been dispensed with. Accordingly, in terms of the MCA circulars, the facility for appointment of proxies by the Unsecured Creditors will not be available for this meeting and hence the proxy form, attendance slip and route map of the Meeting are not annexed to this Notice.

• (vii) Pursuant to Sections 112 and 113 of the Act read with Rule 10 of (Compromises, Arrangements and Amalgamations) Rules, 2016, where a body corporate is an Unsecured Creditor, authorized representatives of the body corporate may be appointed for the purpose of participation in the Meeting through VC/ OAVM facility provided an authority letter/ power of attorney/ a copy of the resolution passed by its board of directors or other governing body of such corporate authorizing such person to attend and vote at the Meeting through VC/ OAVM as its representative and certified to be a true copy by a director, the manager, the secretary, or other authorized officer of such body corporate along with the attested specimen signature of the duly authorized signatory(ies) who are authorized to vote is emailed to the Scrutinizer at support@bnpassociates.in and to the Company at secretarial@stl.tech not later than 48 (forty eight) hours before the time scheduled for holding the Meeting.

• (viii) The Unsecured Creditors can join the Meeting through VC/ OAVM 15 minutes before the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice.

• (ix) As directed in the NCLT Orders, Notice of the Meeting along with the Explanatory Statement and other documents mentioned in the Index (collectively referred to as ‘ Notice’ ) is being sent to the Unsecured Creditors of the Company as on 31 October 2023 at their email addresses registered with the Company. The Notice will be available on the Company’s website at www.stl.tech and may also be accessed from the relevant section of the 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.

• (x) The Unsecured Creditors may send their queries relating to the Scheme on or before Saturday, July 6, 2024, mentioning their name, institution/bank they represent, email id and mobile number to KFin and to the Company at secretarial@stl.tech. These queries will be addressed by the Company suitably. The Unsecured Creditors are requested to restrict their questions only to matters pertaining to the business set out in the Notice convening this Meeting.

• (xi) Unsecured Creditors are requested to carefully read all the Notes set out herein and in particular, instructions for joining the Meeting and manner of casting vote.

• (xii) The rights of the creditors will not be affected as the assets of STL Networks Limited post sanctioning the Scheme will be sufficient to pay off all the creditors in the ordinary course of business.

• (xiii) Unsecured Creditor who have not registered their e-mail address and if they have not received the notice, may send an e-mail request to secretarial@stl.tech along with scanned copy of the signed request letter providing the e-mail address, mobile number and self-attested PAN copy for sending the Notice of meeting.

(xiv) VOTING BY UNSECURED CREDITORS

• (a) Only such Unsecured Creditors of the Company may attend and vote by poll whose names appear in the Chartered Accountant’s certificate dated 13 December 2023 certifying the list of Unsecured Creditors of the Applicant Company as on 31 October 2023, as had been filed with the Tribunal in Company Scheme Application No. 24 of 2024. A person/entity who is not an Unsecured Creditor on such date should treat the notice for information purpose only and shall not be entitled to vote.

• (b) As directed in the NCLT Orders, the Company shall provide the Unsecured Creditors with the facility of casting their vote by poll.

• (c) The voting rights of the Unsecured creditors shall be in proportion to their outstanding amount in the Company as on 31 October 2023.

• (d) In terms of the directions contained in the NCLT Orders, Mr. B Narasimhan, Proprietor BN & Associates (FCS - Membership No.: 1303, COP No.: 10440), Practicing Company Secretary and failing him Mr. Venkataraman K (ACS - Membership No.: 8897, COP No.: 12459), Practicing Company Secretary, are appointed as the Scrutinizer to scrutinize votes cast through poll in a fair and transparent manner.

• (e) The Notice convening the Meeting will be published through an advertisement in the ‘Financial Express’ in English language and ‘Loksatta’ in the Marathi language, both having circulation in Maharashtra.

(f) INSTRUCTIONS FOR POLL

• (i) The Unsecured Creditors are requested to cast their vote on the enclosed Polling Paper (attached herewith Annexure 1 )to the Notice and return the scan copy of the duly completed Polling Paper with assent (FOR) or dissent (AGAINST), from their registered email IDs to the Scrutinizer at support@bnpassociates.in with a copy to the Company at secretarial@stl.tech before the conclusion of the meeting.

(ii) No other mode for sending the Polling Paper is permitted.

• (iii) In case of Unsecured Creditors are companies, trusts, societies, etc. the duly completed Polling Paper should be accompanied by certified true copy of the Board Resolution/Authority Letter.

• (iv) The Scrutinizer shall make a consolidated Scrutinizer’s report of the total votes cast, valid votes, votes in favour and against the resolution including the details of invalid polling papers and votes comprised therein and submit the same to the Chairman of the Meeting, who shall countersign the same.

• (v) The result of the voting shall be announced by the Chairman of the Meeting or a person authorized by him in writing upon receipt of the Scrutinizer’s Report. The result of the Meeting shall be submitted to NCLT by the Chairman of the Meeting in the prescribed form along with the Scrutinizer’s Report within 7 (seven) days of the conclusion of the aforesaid meeting and the same shall be displayed at the Registered Office of the First Applicant Company and its website viz. www.stl.tech. .

• (vi) Subject to the receipt of requisite majority (being majority of persons representing three-fourths in value of the unsecured creditors), the resolution shall be deemed to be passed on the date of the Meeting i.e. on 10 July 2024.

(xv) PROCEDURE FOR JOINING THE MEETING THROUGH VC / OAVM:

The Company will provide VC / OAVM facility to its Unsecured creditors for participating at the Meeting.

• a) Unsecured creditors will be able to attend the Meeting through VC / OAVM by using their login credentials provided in the accompanying e-mail communication.

• Unsecured creditors are requested to follow the procedure given below:

• (i) Launch internet browser by typing / clicking on the following link https://emeetings.kfintech.com

• (ii) Click on “Unsecured Creditors CLICK HERE” button. (iii) Enter the login credentials (i.e., User ID and password provided in the accompanying e-mail communication) and click on “Login”.

• (iv) Upon logging-in, you will enter the Meeting Room.

• b) Unsecured creditors who do not have or who have forgotten their User ID and Password, may obtain / generate / retrieve the same, for attending the Meeting, by following the procedure given at point (g) below.

• c) Unsecured Creditors will be allowed to attend the Meeting through VC/OAVM on first come, first served basis.

• d) Institutional / Corporate Unsecured creditors (i.e., other than Individuals, HUFs, NRIs, etc.) are also required to send legible scanned certified true copy (in PDF Format) of the Board Resolution / Power of Attorney / Authority Letter, etc., together with attested specimen signature(s) of the duly authorised representative(s), to secretarial@stl.tech. Such authorisation should contain necessary authority in favour of its authorised representative(s) to attend the Meeting.

• e) Unsecured creditors who need assistance before or during the Meeting, can contact KFin on evoting@kfintech.com or call KFin’s toll free No. 1-800-309-4001 for any further clarifications (from 10:00 a.m. (IST) to 5:00 p.m.) on all working days). Kindly quote your name and Permanent Account Number (PAN) in all your communications.

• f) Unsecured creditors whose e-mail address is not registered with the Company may obtain the same from the Company in the manner as mentioned below:

• i. Unsecured creditor may send e-mail request to secretarial@stl.tech or a written request by post / courier / hand delivery to the Company at its registered address. Such Unsecured creditors are requested to provide their name, Permanent Account Number (PAN), amount outstanding and e-mail address along with the request.

• ii. The Company after due verification of the request, will send the User ID and password.

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH, AT MUMBAI

C.A.(CAA)/ 24/MB-IV /2024

In the matter of the Companies Act, 2013;

In the matter of Section 230 to 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 and Rules framed thereunder;

In the matter of Scheme of Arrangement between Sterlite Technologies Limited (‘Demerged Company’) and STL Networks Limited (‘Resulting Company’) and their respective Shareholders and Creditors (‘Scheme’)

Sterlite Technologies Limited , a company ) incorporated under the Companies Act, 1956 having its ) Registered Office situated at 4th Floor, Godrej ) Millennium, Koregaon Road 9, STS 12/1, Pune, ) Maharashtra 411001, India

) … First Applicant Company /

CIN: L31300PN2000PLC202408

Demerged Company

EXPLANATORY STATEMENT TO THE NOTICE OF THE MEETING OF UNSECURED CREDITORS OF APPLICANT COMPANY UNDER SECTION 102 AND 230 OF THE COMPANIES ACT, 2013 READ WITH THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016

• (i) This is a statement accompanying the Notice convening the meeting of the Unsecured Creditors of the First Applicant Company, pursuant to the Order dated 17 April 2024 and Order dated 15 May 2024 (‘ Orders ’ / ‘ NCLT Orders ’) passed by the Hon’ble National Company Law Tribunal, Mumbai Bench (‘ Hon’ble Tribunal’/ ‘NCLT’ ) in the Company Scheme Application CA (CAA)/24/MB-IV/2024. A meeting is being called, convened and conducted through video conferencing (‘VC’)/ other audio visual means (‘OAVM’) on Wednesday, 10 July 2024 at 11:00 a.m . (IST) for the purpose of considering, and if thought fit, approving the proposed Scheme of Arrangement between Sterlite Technologies Limited (‘ Demerged Company’/ ‘First Applicant Company’ ) and STL Networks Limited (‘ Resulting Company’/ ‘Second Applicant Company ,) and their respective Shareholders and Creditors (‘ Scheme ’) appended hereto as ANNEXURE “A” . The First Applicant Company and the Second Applicant Company are hereinafter also where the context admits, collectively referred to as the “Applicant Companies”. The Scheme, provides for inter-alia: (a) demerger of the Demerged Undertaking (as defined hereinafter) of the Demerged

Company into the Resulting Company on a going concern basis (“Demerger”) and the consequent issuance of Unsecured Creditors by the Resulting Company to the shareholders of the Demerged Company; and (b) various other matters consequential or integrally connected therewith, including the reorganisation of the share capital of the Resulting Company, pursuant to the provisions of Sections 230-232 and other applicable provisions of the Act and the SEBI Scheme Circulars.

• (ii) Background of Sterlite Technologies Limited (First Applicant Company/ Demerged Company) is as under:

• A. Sterlite Technologies Limited bearing CIN: L31300PN2000PLC202408, PAN: AAECS8719B, was originally incorporated as a Private Limited Company, under the Companies Act, 1956 under the name and style of Sterlite Telecom Systems Limited, on 24 March 2000. Subsequently, its name was changed to ‘Sterlite Optical Technologies Limited’ and a fresh certificate of incorporation consequent upon change of name was issued by the Registrar of Companies (RoC), Mumbai, Maharashtra, on 21 August 2000. Again, its name was changed to ‘Sterlite Technologies Limited’ and a fresh certificate of incorporation consequent upon change of name was issued by the Registrar of Companies (RoC), Mumbai, Maharashtra, on 25 August 2007.

• B. The equity shares of the First Applicant Company are listed on BSE and NSE.

• C. The Registered office of the First Applicant Company is situated at 4th Floor, Godrej Millennium, Koregaon Road 9, STS 12/1, Pune, Maharashtra 411001, India and the email address is secretarial@stl.tech.

• D. The Authorised, Issued, Subscribed and paid-up Share Capital of First Applicant Company as on 30 September 2023 is as under:

Particulars	Amount in Rs
Authorized Share Capital
75,00,00,000 Equity shares of Rs. 2/- each	150,00,00,000
Total	150,00,00,000
Issued, Subscribed and Paid-up
39,90,06,502 Equity Shares of Rs. 2/- each, fully paid up	79,80,13,004
Total	79,80,13,004

Subsequent to 30 September 2023, the First Applicant Company has issued 1,45,934 shares of Rs. 2 each against exercise of ESOP options by eligible employees. Further, the First Applicant Company has issued 8,84,56,435 Equity Shares of face value ₹2 each to eligible Qualified Institutional Buyers on 12 April 2024. Subsequently the updated issued, subscribed and paid-up Share Capital of the First Applicant Company is as follows.

Particulars	Amount in Rs
Authorized Share Capital
75,00,00,000 Equity shares of Rs. 2/- each	150,00,00,000
Total	150,00,00,000
Issued, Subscribed and Paid-up
48,76,08,871 Equity Shares of Rs. 2/- each, fully paid up	97,52,17,742
Total	97,52,17,742

Subsequent to the above changes, there has been no change in authorised, issued, subscribed and paid up share capital of First Applicant Company.

• E. The main object of the First Applicant Company is set out in the Memorandum of Association as under:

• To carry on the business of manufacture, trade, sale, import, export or otherwise deal in all kinds, classes and varieties of telecommunication cables, jelly filled cables, dry core cables, coaxiable cables, optical fiber cables, switch boards cables, optical fibers, jumper wires, telephone handset cords, electrical wires and other suitable alike cables and wires, telegraph, wireless, telephone and telecommunications company and for this purpose to establish, operate, maintain, manage, work, repair telephone exchanges, public switched telephone network cables communication station, radio and television receiving stations, satellites, telecommunications network, to install sell, hire, license, lease telephones or any other instruments, appliances, apparatus used for transmission or reception of messages, signs and signals.

• To carry on the business of manufacture, design, developments, engineering, marketing, import and export, purchase, sales transfer, lease, maintain, repair, operation, transmission, consultancy, management contracting, execution, technical and educational services, licensing, franchising, distribution, agency or otherwise deal in hardware & software including intellectual property, computing and processing machines, systems, processes, equipment’s, apparatus, appliances, and others articles whether electronic, electric, mechanical, digital, telephonic, satellite, wireless or otherwise relating to telecommunication, information technology, informatics and allied activities.

• To carry on the business of Internet Services Provider and other value-added services, setup Telecom Infrastructure for Broadband Networks, Telecom Bandwidth buying and reselling, providing ASP’s (Application Software Package) for E–Commerce B2B, B2C Application, carry out E– Commerce activities, franchise operations for Telecom / Internet Services Providers and similar activities.

• F. There has been no change in the objects clause of the First Applicant Company during the last five years.

• G. The First Applicant Company is currently engaged in the in the following businesses:

  • a. Optical Networking - the division of the Demerged Company engaged in manufacture and sale of optical fibre, optical fibre cable, specialty cables and optical interconnect products (hereinafter referred to as “Optical Network Business” or “ONB”).

  • b. Global Services (the demerged undertaking) - the division of the Demerged Company engaged, both directly and through its subsidiaries, in system integration telecom network solutions and laying/developing private network infrastructure on turn-key project contract basis and provision of related services both in India and overseas, such as, fiber deployment services, managed services, system integrations services, FTTH deployment services, operations and maintenance of fiber and other MPLS based networks (hereinafter referred to as “Global Services Business” or “GSB”).

  • c. Digital & Technology Solutions - the division of the Demerged Company engaged in provision of IT-ITES solutions and services (hereinafter referred to as “Digital Business”).

• (iii) Background of STL Networks Limited (Second Applicant Company /Resulting Company) is as under:

• A. STL Networks Limited bearing CIN U72900PN2021PLC199875 was incorporated as a public limited company, under the Companies Act, 2013 under the name and style of STL Networks Limited, on the 26 March 2021.

• B. The Registered Office of the Second Applicant Company is situated at 4th Floor, Godrej Millennium, Koregaon Road 9, STS 12/1, Pune, Maharashtra 411001, India.

• C. The Authorised, Issued, Subscribed and paid-up Share Capital of the Second Applicant Company as on 30 September 2023 is as under:

Particulars	Amount in Rs
Authorized Share Capital
50,000 Equity shares of Rs. 10/- each	5,00,000
Total	5,00,000
Issued, Subscribed and Paid-up
50,000 Equity Shares of Rs. 10/- each, fully paid up	5,00,000
Total	5,00,000

Subsequent to the above date, there has been no change in authorised, issued, subscribed and paid up share capital of Second Applicant Company.

• D. The main objects specified in the Memorandum of Association of the Second Applicant Company is as follows:

• To carry on the business of providing, designing, developing, selling, and servicing of network modernization solutions, telecommunication systems and systems of all kinds for the conveyance by any means of sounds, visual images and signals of all kinds, building

  • networks, providing wired and wireless connectivity, creation of core transport network, interconnected data centre design engineering and end-to-end cyber infrastructure.

• To carry on the business of manufacture, design, developments, engineering, marketing, import and export, purchase, sales transfer, lease, maintain, repair, operation, transmission, consultancy, management contracting, execution, technical and educational services, licensing, franchising, distribution, agency or otherwise deal in hardware & software including intellectual property, computing and processing machines, systems, processes, equipments, apparatus, appliances, and others articles whether electronic, electric, mechanical, digital, telephonic, satellite, wireless or otherwise relating to telecommunication, information technology, informatics and allied activities.

• To carry on the business of manufacture, trade, sale, import, export or otherwise deal in all kinds, classes and varieties of telecommunication cables, jelly filled cables, dry core cables, coaxial cables, optical fiber cables, switch boards cables, optical fibers, jumper wires, telephone handset cords, electrical wires and other suitable alike cables and wires, telegraph, wireless, telephone and telecommunications company and for this purpose to establish, operate, maintain, manage, work, repair telephone exchanges, public switched telephone network cables communication station, radio and television receiving stations, satellites, telecommunications network, to install sell, hire, license, lease telephones or any other instruments, appliances, apparatus used for transmission or reception of messages, signs and signals.”

• E. There has been no change in the objects clause of Resulting Company during the last five years.

• F. The Second Applicant Company is engaged in the business of providing, designing, developing, selling, and servicing of network modernization solutions, telecommunication systems and systems of all kinds for the conveyance by any means of sounds, visual images and signals of all kinds, building networks, providing wired and wireless connectivity, creation of core transport network, interconnected data centre design engineering and end-to-end cyber infrastructure.

(iv) Rationale of the Scheme:

1. The Global Services Business and other business verticals of the Demerged Company have been commenced and nurtured over different periods of time. They are currently at different stages of growth and maturity with each having distinct market dynamics, geographic focus, strategy, capital requirements and investor interest. The Demerged Undertakings and the Remaining Undertaking have both achieved scale and experience to sustain business independently in terms of profitability, turnover, order book, customer profile, talent, etc. Hence, segregation of the Demerged Undertaking into a separate entity would enable focused managements to explore the potential business opportunities more effectively and efficiently in the respective business;

2. a) The nature of opportunities, growth areas, risk and competition inherent in the Global Services Business is distinct from the Remaining Undertaking of the Demerged Company, since it is subject to distinct business cycle and market structure, necessitating different management approaches, focus and it is capable of attracting different set of investors, strategic partners, talent, lenders and other stakeholders.

3. b) Further growth and expansion of the Global Services Business would require a differentiated strategy aligned to its industry specific risks, market dynamics and growth

trajectory. Moreover, the Global Services Business has now reached a meaningful scale and will be able to benefit by becoming \independently focused company.

• c) The Government of India’s commitment to BharatNet phase three, which is a $10 billion plus program, gives an opportunity to the Demerged Company to grow its core business, i.e. the Optical Network Business and also provides consequent opportunities for the Global Services Business. Similarly, the Demerged Company is seeing an acceleration on the 5G deployment front which is driving requirement for fiber roll-out for network. In light of the above, there is a need for the activities of the Global Services Business and the other businesses of the Demerged Company to be organized and managed in a distinct way to tap in on the opportunities arising from the growing demand of telecom infrastructure in the country.

• Thus, the Demerger is expected to lead to following benefits:

• a) allowing respective businesses to create a strong and distinct platform which enables greater flexibility to pursue long‐term objectives;

• b) better alignment of the respective businesses to its customers and to improve competitiveness, operational efficiencies and strengthen its position in the relevant marketplace resulting in a more sustainable long-term growth and competitive edge;

• c) enabling accelerated growth of ONB and allowing the GSB to explore suitable strategies to fund its growth plans;

• d) creation of an independent company focusing exclusively on GSB and exploring opportunities in the said sector. The independent company can attract different sets of investors, strategic partners, lenders and other stakeholders having a specific interest in the GSB;

• e) the Demerger and consequent issue of equity shares by the Resulting Company are proposed to allow shareholders of the Demerged Company and investors to invest in the distinct key businesses and allow shareholders to unlock the value of their investments.

• f) dedicated and specialized management focus on the specific needs of the respective businesses.

• Pursuant to the Scheme, all the shareholders of Demerged Company will get new shares in the Resulting Company and there would be no change in the economic interest for any shareholder of Demerged Company pre and post Scheme in the Demerged Undertaking.

(v) Brief background and salient features of the Scheme

1. This Scheme is a Scheme of Arrangement between Sterlite Technologies Limited (‘Demerged Company’) and STL Networks Limited (‘Resulting Company’) and their respective Shareholders and Creditors under section 230-232 and other applicable provisions of the Companies Act, 2013.

2. In this Scheme, unless inconsistent with the subject or context, the following expressions shall have the following meanings:

3. “ Appointed Date ” means the opening of business hours on the April 1, 2023 or such other date as the NCLT may direct/ allow.

4. “ Demerged Undertaking ” means the business, undertaking, and properties, of the Demerged Company of whatsoever nature and kind and wheresoever situated, in each

case, forming part of or necessary or advisable for the conduct of, or the activities or operations of, the Global Services Business on a going concern basis and shall mean and include (without limitation):

• a) all immovable properties (list of such immovable properties pertaining to the Global Services Business is more particularly set-out in Schedule I hereto) and rights thereto i.e. land together with the buildings and structures standing thereon (whether freehold, leasehold, leave and licensed, right of way, tenancies or otherwise) including roads, drains, civil works, foundations for civil works, buildings, offices, etc., which immovable properties exclusively or predominantly form part of the Global Services Business or which are determined by the Board as being necessary for conduct of, or the activities or operations of, the Global Services Business and all documents (including deeds or receipts) of title, rights and easements in relation thereto and all rights, covenants, continuing rights, title and interest, benefits and interests of agreements for lease or license or other rights to use of premises, in connection with the said immovable properties;

• b) all assets, as are movable in nature and which exclusively or predominantly form part of the Global Services Business, whether present or future, tangible or intangible, in possession or not, corporeal or incorporeal, in each case, wherever situated (including plant and machinery, capital work in progress, furniture, fixtures, fixed assets, contingent assets, computers, air conditioners, appliances, accessories, office equipment, communication facilities, installations, vehicles, inventories, stock in trade, stores and spares, packing material, raw material, tools and plants) actionable claims, earnest monies, security deposits paid or deemed to have been paid and sundry debtors, prepaid expenses, bills of exchange, promissory notes, financial assets, investment and shares in entities/ branches/ offices undertaking the Global Services Business in India or overseas, outstanding loans and advances, recoverable in cash or in kind or for value to be received, receivables, funds, cash and bank balances and deposits including accrued interest thereto with any Appropriate Authority, banks, customers and other persons, the benefits of any bank guarantees and performance guarantees;

• c) all permits, licenses, permissions, right of way, approvals, clearances, consents, benefits, registrations, rights, entitlements, pre-qualifications, eligibility criterion, credits, certificates, awards, sanctions, allotments, quotas, no objection certificates, exemptions, concessions, subsidies, tax deferrals, incentives, (including but not limited to benefits of all tax holiday, tax relief including under the Income Tax Act, 1961 such as brought forward accumulated tax losses, unabsorbed depreciation, etc.), tax related assets and credits including but not limited to GST input credits, CENVAT credits, advance tax, tax deducted at source, exemptions and other benefits (in each case including the benefit of any applications made for the same), relatable to the Global Services Business, if any, liberties and advantages, approval for commissioning of project and other licenses or clearances granted/ issued/ given by any Appropriate Authority, organizations or companies necessary for conduct of, or the activities or operations of, the Global Services Business or in connection therewith including those relating to privileges, powers, facilities of every kind and description of whatsoever nature and the benefits thereto that which exclusively or predominantly form part of the Global Services Business;

• d) all contracts, agreements, request for proposals, purchase orders/ service orders, operation and maintenance contracts, memoranda of understandings, memoranda of undertakings, memoranda of agreements, memoranda of agreed points, bids, tenders, approved tenders, ongoing participated tenders, open tenders, open order books, tariff policies, expressions of interest, letters of intent, hire and purchase arrangements, procurement agreements, services agreements, lease/ license agreements, tenancy rights, agreements/ panchnamas for right of way, equipment purchase agreements, agreement with customers, purchase and other agreements with the supplier/ manufacturer of goods/ service providers, other arrangements,

undertakings, deeds, bonds, schemes, concession agreements, insurance covers and claims, clearances and other instruments of whatsoever nature and description, whether vested or potential and written, oral or otherwise and all rights, title, interests, claims and benefits thereunder which exclusively or predominantly form part of the Global Services Business;

• e) all rights to use and avail telephones, facsimile, email, internet, leased line connections and installations, utilities, electricity and other services, reserves, provisions, funds, benefits of assets or properties or other interests held in trusts, registrations, contracts, engagements, arrangements of all kind, privileges and all other rights, easements, liberties and advantages of whatsoever nature and wheresoever situated belonging to or in the ownership, power or possession and in control of or vested in or granted in favour of or enjoyed by the Demerged Company which exclusively or predominantly form part of the Global Services Business and all other interests of whatsoever nature belonging to or in the ownership, power, possession or control of or vested in or granted in favour of or held for the benefit of or enjoyed by the Demerged Company which exclusively or predominantly form part of the Global Services Business;

• f) Demerged Undertaking Liabilities;

• g) Demerged Undertaking IP;

• h) all books, records, files, papers, engineering and process information, records of standard operating procedures, computer programmes along with their licenses, drawings, manuals, data, catalogues, quotations, sales and advertising materials, lists of present and former customers and suppliers, customer credit information, customer pricing information and other records whether in physical or electronic form, in connection with or relating to the Global Services Business of the Demerged Company;

• i) Transferred Employees;

• j) Investment in subsidiaries, joint ventures, associates, branches etc in India, UK, or any such jurisdiction whether existing or which would come into existence either prior to or after the Appointed Date for carrying on the Global Services Business whether in India or outside;

• k) Right to use the work experience, qualifications, capabilities, legacies and track record with national & international customers/companies, government / non – government agencies / bodies, contracts with clients and with vendors, (including technical parameters, past performance, track record, financial credentials such profitability, turnover, net-worth, financials, Incorporation History, etc.) of the Demerged Company pertaining to GSB, acquired by reason of the completion of various projects and works, certificates of completion of projects or works issued by the clients and the right to use all these past credentials for qualifying for any tender or project in the future.

It is clarified that any question that may arise as to whether a specific asset (tangible or intangible) or any liability pertains or does not pertain to the Global Services Business or whether it arises out of the activities or operations of the Global Services Business or not, shall be decided by the Board of the Demerged Company or any committee thereof empowered by the Board.

• “ Effective Date ” means the last of the dates on which all the conditions and matters referred to in Clause 28 occur or have been fulfilled, obtained or waived, as applicable, in accordance with this Scheme. Reference in this Scheme to the date of “c oming into effect of this Scheme ” or “ effectiveness of this Scheme ” shall mean the Effective Date.

• “ Record Date ” means the date to be fixed by the board of directors of the Resulting Company in consultation with the Demerged Company for the purpose of reckoning

names of the equity shareholders of the Demerged Company, who shall be entitled to receive Resulting Company Equity Shares of the Resulting Company upon coming into effect of this Scheme as specified in Clause 16 of this Scheme.

(vi) Consideration

Upon this Scheme becoming effective and in consideration of vesting of the Demerged Undertaking from the Demerged Company to the Resulting Company in terms of this Scheme, the Resulting Company shall, without any further application, act, instrument or deed and without any payment by the shareholders, issue and allot equity shares, credited as fully paid-up, to the shareholders of the Demerged Company, holding fully paid up equity shares in the Resulting Company and whose names appear in the register of members (including register and index of beneficial owners maintained by a depository under Section 11 of the Depositories Act, 1996) of the Resulting Company on the Record Date or to such of their respective heirs, executors, administrators or other legal representative or other successors in title as on the Record Date in the following manner/ratio:

“ 1 (one) fully paid up equity share of Rs. 2/- (Rupees Two only) each of the Resulting Company shall be issued and allotted for every 1 (one) fully paid up equity shares of Rs. 2/(Rupees Two only) each held in the Demerged Company ” (“ Share Entitlement Ratio ”).

The shares issued by the Resulting Company pursuant to Clause 16 of the Scheme are referred to as “ Resulting Company Equity Shares ”.

Details of the assets and liabilities of each of the Resulting Company and the Demerged Company, pre and post demerger are annexed hereto as ‘Annexure P1’ and ‘Annexure P2’ .

THE FEATURES SET OUT ABOVE BEING ONLY THE MATERIAL PROVISIONS OF THE SCHEME, THE UNSECURED CREDITORS OF THE FIRST APPLICANT COMPANY ARE REQUESTED TO READ THE ENTIRE TEXT OF THE SCHEME OF ARRANGEMNET TO GET THEMSELVES FULLY ACQUAINTED WITH THE PROVISIONS THEREOF.

1. Board Meeting, Valuation Report & Basis of Valuation Report

The Scheme was placed before the Board of Directors of the First Applicant Company on 17 May 2023, wherein the report on Share Entitlement Ratio issued by SSPA & Co., Chartered Accountants (IBBI Registration No. IBBI/RV/06/2018/10092), Registered Valuer, was also placed before the Board.

2. Submissions, Approvals and Other Information

• The First Applicant Company had made a joint application along with the Second Applicant Company with the National Company Law Tribunal, Mumbai Bench for the sanction of the Scheme under Sections 230 to 232 of the Companies Act, 2013 and is subject to approval of the NCLT.

• The draft Scheme was placed before the Audit Committee of the First Applicant Company at its meeting held on 16 May 2023. On the basis of its evaluation and independent judgement and consideration of the draft Scheme, Report on share entitlement Ratio received from SSPA & Co., Chartered Accountants (enclosed herewith as ‘ Annexure C ’), Fairness Opinion on the share entitlement Ratio received from RBSA Capital Advisors Limited on 16 May 2023 (enclosed herewith as ‘ Annexure D ’), draft certificate from the Statutory Auditors of the

Company on the Accounting treatment in the scheme, the Audit Committee recommended the Scheme to the Board of Directors of the First Applicant Company.

• Sterlite Technologies Limited, a listed public limited company, in compliance with the applicable SEBI Circulars, presented the draft Scheme, along with all requisite information and documents to BSE Limited (‘BSE’) and National Stock Exchange of India Limited (‘NSE’), for obtaining necessary approval from the Securities and Exchange Board of India (“SEBI”) through BSE & NSE. The approval in form of the Observation letter dated 28 September 2023 and 15 September 2023 received from BSE & NSE, respectively, are enclosed herewith as ‘ Annexure E1 & E2 ’.

• As required by the SEBI Circular, the First Applicant Company has filed the Complaint Report with BSE and NSE on 28 June 2023 and 18 July 2023, respectively. The report indicate that the First Applicant Company received NIL complaints. Copies of the aforementioned Complaint Report submitted to BSE & NSE respectively are enclosed as ‘Annexure F1’ and ‘Annexure F2’ to this Notice.

• Compliance Report submitted to BSE and NSE, respectively, by Sterlite Technologies Limited are enclosed as ‘Annexure G1’ and ‘Annexure G2’.

• Report by the Board of Directors of Sterlite Technologies Limited and STL Networks Limited, pursuant to the provisions of Section 232(2)(c) of the Companies Act, 2013 are enclosed as ‘Annexure H1’ and ‘Annexure H2’ .

• As per comments contained in the above Observation Letters, details of ongoing adjudication & recovery proceedings, prosecution initiated and all other enforcement action taken against Sterlite Technologies Limited, its promoters and directors are attached as ‘Annexure R’.

3. Directors, Promoters and Key Managerial Personnel (“KMP”)

• a. There are KMPs in the First Applicant Company. There are no KMPs in the Second Applicant Company.

• b. None of the Directors or the KMPs of the First and Second Applicant Company and their relatives have any material concern or interest, financial and / or otherwise in the Scheme except to the extent of their shareholding in the Applicant Companies.

• c. The details of the present Directors of all Applicant Companies are as follows:

List of directors of Sterlite Technologies Limited

		Name of the Director		Equity share (nos.)	Shareholding (%)
S. No.	DIN		Address
1.	06487248	Kumud Madhok Srinivasan	255, SW Alderidge Dr, Portland, OR 97225	-	-
2.	00182187	Bangalore Jayaram Arun	202, Purva Grande 49 Lavelle Road Bangalore - 560001	-	-

3.	03344202	Ankit Agarwal	117, Koregaon Park, South main road, Lane No. 4, Pune-411001, Maharashtra	8,38,676	0.17
4.	06451889	Subramanian Madhavan	D 1063 NFC, New Delhi- 110025	3000	0.00
5.	00022096	Pravin Agarwal	117, Koregaon Park, Pune - 411001	50,000	0.01
6.	00116303	Sandip Das	909A, The Magnolias, DLF Golf Link Apartments, DLF Phase V, Golf Course Road, Gurgaon , Haryana 122009, India	-	-
7.	00010883	Anil Kumar Agarwal	Flat 2 42 Hill Street London W1J5NU GB	-	-
8.	08567907	Venkatesh Murthy	C-301, Gurdev Complex, Phase-3, Sayli Road, Dadra Nagar Haveli, Silvasa-396230	59,461	0.01
9.	08333492	Ms. Amrita Gangotra	A-118-E Sector 35, Noida 201301	-	-

List of directors of STL Networks Limited

				Equity Share (Nos.)	Shareholding (%)
S. NO.
	DIN	Name of the Director	Address
1	. 03344202	Ankit Agarwal	C-301, Gurdev Complex, Phase-3, Sayli Road, Dadra Nagar Haveli, Silvasa- 396230	-	-
2	. 10302407	Gopal Chandra Rastogi	Apartment No-1001, 10th Floor, Block No-B1, The Residences Uniworld	-	-

				Resorts, Narsinghpur, Gurgaon, ,12 2004, Haryana	Resorts, Narsinghpur, Gurgaon, ,12 2004, Haryana
	3	. 01991389	Praveen Cherian	1B, Eastwood Layout,Harlur Road, Bengaluru- 560102		-		-
	d. Lists of Shareholders of Sterlite Technologies Limited is					as follows:
	Sr. No.	Name of Shareholder			Address		No. of Equity Shares held in the First Applicant Company
	A.	Promoter & Promoter Group:
	1.	Jyoti Agarwal			117, Koregaon Park, South main road, Lane No. 4, Pune-411001, Maharashtra		11,500
	2.	Navin Kumar Agarwal			Soham, 8/738, Behramji Gamadia Road, Mumbai-400026		2,86,945
	3.	Pravin Agarwal			117, Koregaon Park, South main road, Lane No. 4, Pune-411001, Maharashtra		50,000
	4.	Pratik Pravin Agarwal			403-A, 3rdfloor, Samudra Mahal, A-Wing, Opp Lotus,DR A.B.Road, Worli Mumbai, 400018		52,500
	5.	Ankit Agarwal			117, Koregaon Park, South main road, Lane No. 4, Pune-411001, Maharashtra		8,38,676
	6.	Ruchira Agarwal			Soham, 8/738, Behramji		16,000

				Gamadia Road, Mumbai-400026	Gamadia Road, Mumbai-400026
7.	Sonakshi Agarwal			403-A, 3rdfloor, Samudra Mahal, A-Wing, Opp Lotus,DR A.B.Road, Worli Mumbai, 400018		21,000
8.	Anil Kumar Agarwal			Flat 2 42 Hill Street London W1J5NU GB		0
9.	Vedanta Limited			1st Floor, C wing, Unit 103, Corporate Avenue Atul Projects, Chakala, Andheri (East), Mumbai City, Mumbai, Maharashtra, India, 400093		47,64,295
10.	Pravin Agarwal Family Trust			4th Floor, Godrej Millennium, Koregaon Road 9, STS 12/1, Pune, Maharashtra, India, 411001		100
11.	Twinstar Overseas Limited			C/o IQ EQ Corporate Services (Mauritius) Ltd 33, Edith Cavell Street, Port Louis 11324, Mauritius		20,94,02,750
B.	Public Shareholders					27,21,28,844
Total						48,75,72,610
e. Lists of Shareholders of STL Networks Limited				is as follows:
Sr. No.		Name of Shareholder	Address		No. of Equity Shares held in the Second Applicant Company
Promoter and Promoter Group

1.	Sterlite Technologies Limited	4th Floor, Godrej Millennium, Koregaon Road 9, STS 12/1, Pune, Maharashtra, India, 411001	49,994
2.	Sterlite Technologies Limited jointly with Sumit Mukherjee	4th Floor, Godrej Millennium, Koregaon Road 9, STS 12/1, Pune, Maharashtra, India, 411001	1
3.	Sterlite Technologies Limited jointly with Venkatesh Murthy	4th Floor, Godrej Millennium, Koregaon Road 9, STS 12/1, Pune, Maharashtra, India, 411001	1
4.	Sterlite Technologies Limited jointly with Ankit Agarwal	4th Floor, Godrej Millennium, Koregaon Road 9, STS 12/1, Pune, Maharashtra, India, 411001	1
5.	Sterlite Technologies Limited jointly with Gopal Rastogi	4th Floor, Godrej Millennium, Koregaon Road 9, STS 12/1, Pune, Maharashtra, India, 411001	1
6.	Sterlite Technologies Limited jointly with Badri Gomatam	4th Floor, Godrej Millennium, Koregaon Road 9, STS 12/1, Pune, Maharashtra, India, 411001	1
7.	Sterlite Technologies Limited jointly with Mrunal Dixit	4th Floor, Godrej Millennium, Koregaon Road 9, STS 12/1, Pune, Maharashtra, India, 411001	1
TOTAL			50,000

The pre and post scheme shareholding pattern (including Promoter and Promoter Group) of Sterlite Technologies Limited and STL Networks Limited are annexed hereto as ‘ Annexure I1 ’ and ‘ Annexure I2 ’.

4. THE IMPACT OF DEMERGER ON REVENUE GENERATING CAPACITY

The business presently undertaken by the Sterlite Technologies Limited (directly and indirectly) comprises of the Optical Network Business (‘ONB’), Global Services Business (‘GSB’) and

Digital Business, each of which have different requirements and are operated independent of each other as separate business verticals.

The segregation of the Global Services Business undertaking would not impact the revenue generating capacity of the remaining business of the Company related to the Optical network Business and Digital Business. Further, the demerger would unlock value of each business vertical of the Company thereby enhancing its business operations with more efficient management control and independent strategies thus positively impacting its revenue generating capacity of the Optical network Business and Digital Business.

5. NEED FOR DEMERGER/ RATIONALE OF THE SCHEME/ SYNERGIES OF THE BUSINESS OF THE ENTITIES INVOLVED IN THE SCHEME

• I. The Global Services Business and other business verticals of the Demerged Company have been commenced and nurtured over different periods of time. They are currently at different stages of growth and maturity with each having distinct market dynamics, geographic focus, strategy, capital requirements and investor interest. The Demerged Undertakings and the Remaining Undertaking have both achieved scale and experience to sustain business independently in terms of profitability, turnover, order book, customer profile, talent, etc. Hence, segregation of the Demerged Undertaking into a separate entity would enable focused managements to explore the potential business opportunities more effectively and efficiently in the respective business;

• (a) The nature of opportunities, growth areas, risk and competition inherent in the Global Services Business is distinct from the Remaining Undertaking of the Demerged Company, since it is subject to distinct business cycle and market structure, necessitating different management approaches, focus and it is capable of attracting different set of investors, strategic partners, talent, lenders and other stakeholders.

• (b) Further growth and expansion of the Global Services Business would require a differentiated strategy aligned to its industry specific risks, market dynamics and growth trajectory. Moreover, the Global Services Business has now reached a meaningful scale and will be able to benefit by becoming independently focused company.

• (c) The Government of India’s commitment to BharatNet phase three, which is a $10 billion plus program, gives an opportunity to the Demerged Company to grow its core business, i.e. the Optical Network Business and also provides consequent opportunities for the Global Services Business. Similarly, the Demerged Company is seeing an acceleration on the 5G deployment front which is driving requirement for fiber roll-out for network. In light of the above, there is a need for the activities of the Global Services Business and the other businesses of the Demerged Company to be organized and managed in a distinct way to tap in on the opportunities arising from the growing demand of telecom infrastructure in the country.

• II. Thus, the Demerger is expected to lead to following benefits:

• (a) allowing respective businesses to create a strong and distinct platform which enables greater flexibility to pursue long‐term objectives;

• (b) better alignment of the respective businesses to its customers and to improve competitiveness, operational efficiencies and strengthen its position in the relevant marketplace resulting in a more sustainable long-term growth and competitive edge;

• (c) enabling accelerated growth of ONB and allowing the GSB to explore suitable strategies to fund its growth plans;

• (d) creation of an independent company focusing exclusively on GSB and exploring opportunities in the said sector. The independent company can attract different sets of investors, strategic partners, lenders and other stakeholders having a specific interest in the GSB;

• (e) the Demerger and consequent issue of equity shares by the Resulting Company are proposed to allow shareholders of the Demerged Company and investors to invest in the distinct key businesses and allow shareholders to unlock the value of their investments.

• (f) dedicated and specialized management focus on the specific needs of the respective businesses.

6. COST BENEFIT ANALYSIS OF THE SCHEME

The Scheme is expected to lead to improved competitiveness, operational efficiency and strengthen the position in the marketplace for both the Demerged Company and Resulting Company. This would strengthen competitive advantage in the long run and is expected to offset the cost due to implementation of the Scheme.

Impact of the Scheme on the Shareholders

Upon the Scheme becoming effective, pursuant to the transfer and vesting of GSB Undertaking of the Demerged Company into Resulting Company, and in consideration for the said transfer, the shareholders of the Demerged Company shall be issued and allotted fully paid up equity shares in the Resulting Company as per the Share Entitlement Ratio. Accordingly, the overall economic interest of the equity shareholders of the Demerged Company shall remain same in both the Demerged and the Resulting Company. Further, there is no proposed change in the shareholding pattern of the Company pursuant to the said Scheme.

There will be no change in the shareholding pattern of the Company as a result of the demerger pursuant to the Scheme and that the Resulting Company’s shareholding pattern will mirror the shareholding pattern of the Company as a consequence of the effectiveness of the Scheme. The equity shares of Resulting Company so issued and allotted as provided above shall be listed on the Stock Exchanges.

In light of the above, the proposed Scheme is expected to be beneficial to the Company and its shareholders and all other stakeholders at large and is not detrimental to any of the shareholders of the Company.

7. Statement disclosing details of Arrangement as per sub-section 3 of Section 230 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016

No	Particulars	Sterlite Technologies Limited	STL Networks Limited

(i)	Details of the order of the NCLT directing the calling, convening and conducting of the meeting	Details of the order of the NCLT directing the calling, convening and conducting of the meeting	Details of the order of the NCLT directing the calling, convening and conducting of the meeting
a.	Date of Order	17 April 2024 and 15 May 2024
b.	Date, time and venue of the meeting	Wednesday, 10 July 2024 at 11:00 a.m. (IST) through video conferencing	Not Applicable
(ii)	Details of the Companies including
a	Corporate Identification Number (CIN)	L31300PN2000PLC202408	U72900PN2021PLC199875
b	Permanent Account Number (PAN)	AAECS8719B	ABFCS8040P
c	Name of Company	Sterlite Technologies Limited	STL Networks Limited
d	Date of Incorporation	24 March 2000	26 March 2021
e	Type of Company	Listed Public Limited Company	Public Limited Company
f	Registered Office address	4th Floor, Godrej Millennium, Koregaon Road 9, STS 12/1, Pune, Maharashtra,India,411001	4th Floor, Godrej Millennium, Koregaon Road 9, STS 12/1, Pune, Maharashtra,India,411001
	E-mail address	secretarial@stl.tech	secretarial@stl.tech
g	Summary of the main object as per the Memorandum of Association;	Refer clause ii (E) of this statement	Refer clause iii (D) of this statement
g	Summary of the main business carried on by the Company	Refer clause ii (G) of this statement	Refer clause iii (F) of this statement
h	Details of change of name, Registered Office and objects of the Company during the last five years	The Registered office of the first applicant company was shifted from the jurisdiction of RoC-Mumbai to the RoC- Pune with effect from 6 July 2021. There were no changes in the name and objects of the Company during the last five years.	There were no changes in the name, Registered Office and objects of the Company during the last five years.
i	Name of stock exchange(s) where securities of the Company are listed, if applicable	The equity shares of the First Applicant Company are listed on BSE and NSE.	Not Applicable

j	Details of capital structure- Authorized, Issued, subscribed and paid-upshare capital	Refer clause ii (D) of this statement	Refer clause iii (C) of this statement
k	Names of the promoters and directors along with their addresses	Refer clause 3 (c) and (d) of this statement	Refer clause 3 (c) and (e) of this statement
(iii)	If the scheme of Arrangement relates to more than one company, the fact and details of any relationship subsisting between such companies who are parties to such scheme of Arrangement, including holding, subsidiary or associate companies	The Second Applicant Company is a wholly owned subsidiary of the First Applicant Company.
(iv)	The date of board meeting at which the scheme was approved by the board of directors including the name of directors who voted in favour of the resolution, who voted against the resolution and who did not vote or participate on such resolution	17 May 2023 All directors present in the meeting have voted in favour of the resolution.	17 May 2023 All directors present in the meeting have voted in favour of the resolution.
(v)	Explanatory Statement disclosing details of the scheme of Arrangement including: -
a.	Parties involved in Such Arrangement	Scheme of Arrangement between Sterlite Technologies Limited (‘Demerged Company’) and STL Networks Limited (‘ResultingCompany’).
b.	Appointed Date	01 April 2023
c.	Effective Date	As defined in the Scheme of Arrangement.
d.	Share Exchange Ratio and other considerations, if any	1 (one) fully paid up equity share of Rs. 2/- (Rupees Two only) each of the Resulting Company shall be issued and allotted for every 1 (one) fully paid up equity shares of Rs. 2/- (Rupees Two only) each held in the Demerged Company” (“ShareEntitlementRatio”).
e.	Summary of valuation report (if applicable) including basis of valuation and fairness opinion of the registered valuer, if any; and the	The Company has obtained the Report on Share entitlement Ratio from SSPA & Co., Chartered Accountants (‘Annexure C') and Fairness Opinion on the share entitlement Ratio received from the Merchant Banker (‘Annexure D'). The same shall be available at the Registered Office of the Company for inspection.

	declaration that the valuation reports is available for inspection at the registered office of the company
f.	Details of capital or debt restructuring, if any	NIL
g.	Rationale for the Arrangement	Refer clause iv of this statement.
h.	Benefits of the compromise or arrangement as perceived by the Board of directors to the company, members, creditors and others (as applicable)	Refer clause iv of this statement.
i.	Amount due to unsecured Creditors	As on 31 October 2023, the total value of unsecured creditors is approx. INR 21,42,09,50,988/- (Rupees Twenty One Billion Forty Two Crore Nine Lakh Fifty Thousand Nine Hundred and EightyEight only)	As on 31 October 2023, the total value of unsecured creditors is approx. INR 2,83,900/- (Rupees Two Lakh Eighty Three Thousand Nine Hundred only)
(vi)	Disclosure about effect of the Arrangement on:
a	Key Managerial personnel (KMP) (other than Directors)	The Directors, KMP and their respective relatives of First Applicant Company and Second Applicant Company may be affected only to the extent of their shareholding in respective companies and to the extent that the said Directors / KMP are the partners, directors, members of the companies, firms, association of persons, bodies corporate and/or beneficiary of trust that hold shares in the said companies, if any. Save as aforesaid, none of the Directors / KMP of the said companies have any material interest in the Scheme.
b	Directors
c	Promoters	The Promoters and Non-Promoters of the First Applicant Company and Second Applicant Company may be affected only to the extent of their shareholding in First Applicant Company and Second Applicant Company.
d	Non-promoter members
e	Depositors	Not applicable
f	Creditors	No adverse effect since there will be no reduction in their claims and the assets of Applicant Companies post- demerger willbemore thansufficient to discharge theirclaims.
g	Debenture holders	With regards to the debenture holders of First Applicant Company, there will be no material effect pursuant to the Scheme as the debentures of the First Applicant Company will not be transferred to the Second Applicant Company.

		As there are no debenture holders and debenture trustee in Second Applicant Company, the effect of the Scheme on them do not arise.	As there are no debenture holders and debenture trustee in Second Applicant Company, the effect of the Scheme on them do not arise.
h	Deposit trustee & Debenture trustee	As there are no depositors, deposit trustee, debenture holders and debenture trustee in Second Applicant Company, the effect of the Scheme on them do not arise. As there are no depositors and deposit trustee in First Applicant Company, the effect of the Scheme on the depositors and deposit trustee on First Applicant Company do not arise. With regards to the debenture trustee of First Applicant Company, there will be no material effect pursuant to the Scheme of Arrangement as the debentures of the First Applicant Company will not be transferred to the Second Applicant Company.
i	Employees of the company	All employees of the Demerged Company engaged in or in relation to the Demerged Undertaking and who are in such employment as on the Effective Date shall be transferred to and become the employees of the Resulting Company with effect from the Effective Date (the “Transferred Employees”) on the same terms and conditions of employment on which they are engaged by the Demerged Company without any break or interruption in service for the purpose of calculating retirement benefits. The Resulting Company undertakes to continue to abide by any agreement/settlement entered into by the Demerged Company with any employee of the Demerged Company in relation to the Transferred Employees.	No effect
(vii)	Disclosure about effect of Arrangement on material interest of Directors
	Directors	The Directors of the Applicant Companies may be deemed to be concerned and/or interested in the Scheme to the extent of their shareholding in the Applicant Companies, or to the extent the said Directors are common Directors in the Transferor Company and the Transferee Company, or to the extent the said Directors are the partners, directors, members of the companies, firms, association ofpersons,bodies corporate and/or beneficiaryof

		trust, that hold shares in the Transferor Company and the Transferee Company.	trust, that hold shares in the Transferor Company and the Transferee Company.
	Key Managerial personnel	There shall be no material effect of Scheme on any of the Key Managerial Personnel.	Not applicable
	Debenture Trustee	There shall be no material effect of Scheme on Debenture Trustee as the debentures of the First Applicant Company will not be transferred to the Second Applicant Company.	Not Applicable
(viii)	Investigation or proceedings, if any, pending against the company under the Act	No investigation or pending proceedings is pending against the First Applicant Company and Second Applicant Company.
(ix)	Details of the availability of the following documents for obtaining extract from or for making or obtaining copies of or inspection by the members and creditors:
(a)	Latest Audited Financial Statements of the Company including consolidated financial statements	Available at Registered Office of the Company between 10:00 a.m. to 5:00 p.m. on all working days, except Saturdays, Sundays and Public Holidays, up to 1 (one) day prior to the date of the meeting.
(b)	Copy of the order of Tribunal in pursuance of which the meeting is to be convened or has been dispensed with	Available at Registered Office of the Company between 10:00 a.m. to 5:00 p.m. on all working days, except Saturdays, Sundays and Public Holidays, up to 1 (one) day prior to the date of the meeting.
(c)	Copy of Scheme of Arrangement	Given as ‘Annexure A’. Available at Registered Office of the Company between 10:00 a.m. to 5:00 p.m. on all working days, except Saturdays, Sundays and Public Holidays, up to 1 (one) day prior to the date of the meeting.
(d)	Contracts or Agreements material to the compromise or arrangement	There were no contracts or agreements material to the Scheme of Arrangement.
(e)	The certificate issued by the Auditor of the company to the effect that the accounting treatment, if any, proposed in the scheme of compromise or arrangement is in conformitywith the	Given as ‘Annexure N1’and ‘Annexure N2’. Available at Registered Office of the Company between 10:00 a.m. to 5:00 p.m. on all working days, except Saturdays, Sundays and Public Holidays, up to 1 (one) day prior to the date of the meeting.

	Accounting Standards prescribed under Section 133 of the Companies Act,2013
(f)	Such other information or documents as the Board or Management believes necessary and relevant for making decision things for or against the scheme	Nil
(x)	Details of approvals, sanctions or no- objection(s), if any, from regulatory or any other governmental authorities required, received or pending for the proposed scheme of compromise or arrangement	Approval of the National Company Law Tribunal is required for the proposed Scheme. In this regard, the Company Application is pending for disposal before Hon’ble Mumbai Bench of NCLT. As per the directions of Hon’ble Mumbai Bench of NCLT, notice under Section 230(5) of Companies Act, 2013 is being given to: 1. Central Government through the office of Regional Director (Western region), Mumbai 2. Jurisdictional Registrar of Companies at Pune 3. Income Tax Authority 4. Nodal Authority in the Income Tax Department 5. Jurisdictional GST Authority 6. BSE 7. NSE 8. SEBI 9. Ministry of Corporate Affairs
(xi)	A statement to the effect that the persons to whom the notice is sent may vote in the meeting either in person or by proxies, or where applicable, by voting through electronicmeans	Since this Meeting is being held through VC / OAVM, physical attendance of theUnsecured creditorshas been dispensed with. Accordingly, the facility for appointment of proxies by theUnsecured creditorswill not be available for the Meeting.

8. General

The following additional documents will be open for inspection to the Unsecured Creditors of the First Applicant Company at its Registered Office between 10:00 a.m. to 5:00 p.m. on all working days, except Saturdays, Sundays and Public Holidays, up to 1 (one) day prior to the date of the meeting:

• (i) Papers and proceedings in CA (CAA)/24/MB/2024 including certified copy of the Order of the Mumbai Bench of the National Company Law Tribunal in the said Company Application directing the convening and holding of the meetings of the Unsecured Creditors of the Applicant Company;

• (ii) Memorandum of Association and Articles of Association of the First Applicant Company;

• (iii) Valuation report issued by Registered Valuer.

• (iv) Register of Directors and Shareholders of the First Applicant Company.

• (v) Audited Financial Statements for the year ended on 31[st] March, 2023 of the First Applicant

Company.

• (vi) Copies of the resolutions passed by the respective Board of Directors of Applicant Companies dated 17 May 2023 approving the Scheme.

Sd/-

Bangalore Jayaram Arun

Chairman Appointed for the Meeting

DIN: 02497125

Date: June 07, 2024

Place: Pune

Registered Office:4th Floor, Godrej Millennium, Koregaon Road 9,

STS 12/1, Pune, Maharashtra 411001, India

ANNEXURE 1

FORM NO. MGT-12

POLLING PAPER

[Pursuant to section 109(5) of the Companies Act, 2013 and rule 21(1)(c) of the Companies (Management and Administration) Rules, 2014]

Name of the Company: Sterlite Technologies Limited CIN: L31300PN2000PLC202408 Registered Office: 4th Floor, Godrej Millennium, Koregaon Road 9, STS 12/1, Pune, Maharashtra, India, 411001

Sr. No Particulars Details 1. Name of the First Named Creditor (in block letters) 2. Postal Address 3. Registered Folio No. (as mentioned in the email communication) 4. Class of Shares N.A. I hereby exercise my vote in respect of Special resolution enumerated below by recording my assent o dissent to the said resolution in the following manner: No. Item I assent to the resolution I dissent from the resolution 1. To consider and approve the Scheme of Arrangement between Sterlite technologies limited (“Demerged Company” or “Company”) and STL Networks Limited (“Resulting Company”) and their respective Shareholders and Creditors Place: Date: ________ Name of the Creditor	Sr. No	Sr. No	Particulars	Particulars	Details	Details
	1.		Name of the First Named Creditor (in block letters)
	2.		Postal Address
	3.		Registered Folio No. (as mentioned in the email communication)
	4.		Class of Shares		N.A.
No.		Item		I assent to the resolution		I dissent from the resolution
1.		To consider and approve the Scheme of Arrangement between Sterlite technologies limited (“Demerged Company” or “Company”) and STL Networks Limited (“Resulting Company”) and their respective Shareholders and Creditors
Place: Date:

I hereby exercise my vote in respect of Special resolution enumerated below by recording my assent or dissent to the said resolution in the following manner:

==> picture [71 x 27] intentionally omitted <==

STERLITE TECHNOLOGIES LIMITED

(CIN: L31300PN2000PLC202408 ) Registered Office: 4[th] Floor, Godrej Millennium, Koregaon Road 9, STS 12/1, Pune - 411001 Maharashtra, India Phone: 020-3051 4000, Fax : 020-3051 4113 E-mail: secretarial@stl.tech, Website: www.stl.tech

NOTICE CONVENING MEETING OF THE SECURED CREDITORS OF STERLITE TECHNOLOGIES LIMITED IN ACCORDANCE WITH THE ORDER OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH

MEETING:

MEETING:	MEETING:
Day		Wednesday
Date		10 July2024
Time		12:00p.m.(IST)
Mode of Meeting		As per the directions of the Hon’ble National Company Law Tribunal, Mumbai Bench (“NCLT”), the Meeting shall be conducted through Video Conferencing (‘VC’) / Other Audio-Visual Means (‘OAVM’) and is deemed to take place at the registered office of the Company
Sr. No.	INDEX		Pg. No.
**1. **	Notice of meeting of the Secured Creditors of Sterlite Technologies Limited (‘First Applicant Company’ or ‘Demerged Company’) (“Notice”).		4-13
**2. **	Explanatory Statement under Section 230 to 232 of the Companies Act, 2013 and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (“CAA Rules”).		14-36
**3. **	Annexure 1-Polling Paper with instructions		37
**4. **	Annexure A Copy of order dated 17 April 2024 read with order dated 15 May 2024 passed by the Hon’ble NCLT (hereinafter referred to as “NCLT Orders”).		38-67
**5. **	Annexure B Scheme of Arrangement between Sterlite Technologies Limited (“Demerged Company” or “Company”) and STL Networks Limited (“Resulting Company”) and their respective Shareholders and Creditors (“Scheme”).		68-98
**6. **	Annexure C Report on share entitlement ratio received from SSPA & Co., Chartered Accountants.		99-108
**7. **	Annexure D Fairness Opinion of Merchant Banker on reasonableness on the share entitlement ratio.		109-115

**8. **	Annexure E1 and E2 Observation Letters received from National Stock Exchange of India (NSE) Limited and BSE Limited (BSE) for the Scheme.	116-123
**9. **	Annexure F1 and F2 Complaint Report submitted to BSE and NSE, respectively.	124-127
**10. **	Annexure G1 and G2 Compliance Report submitted by the Company to BSE and NSE, respectively.	128-133
**11. **	Annexure H1 and H2 Report adopted by the Board of Directors of Sterlite Technologies Limited and STL Networks Limited, pursuant to the provisions of Section 232(2)(c) of the Companies Act, 2013.	134-143
**12. **	Annexure I1 and I2 The pre and post scheme shareholding pattern (including Promoter and Promoter Group) of Sterlite Technologies Limited and STL Networks Limited.	144-171
**13. **	Annexure J Audited Statement of Accounts of Sterlite Technologies Limited as on 31 March 2023.	172-269
**14. **	Annexure K Provisional Statement of Accounts of the Sterlite Technologies Limited as on 30 September 2023.	270-288
**15. **	Annexure L Audited Statement of Accounts of STL Networks Limited as on 31 March 2023.	289-317
**16. **	Annexure M Provisional Statement of Accounts of STL Networks Limited as 30 September 2023.	318-324
**17. **	Annexure N1 and N2 Certificates issued by the Auditors of the respective Companies (Demerged Company and Resulting Companies) to the effect that the accounting treatment proposed in the Scheme is in conformity with the Accounting Standards prescribed under Section 133 of the Companies Act, 2013	325-332
**18. **	Annexure O Information in the format prescribed for abridged prospectus pertaining to the unlisted entities i.e. STL Networks Limited involved in the Scheme as specified in Part B of Schedule I of the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021	333-342
**19. **	Annexure P1 and P2 Details of assets and liabilities of Sterlite Technologies Limited and STL Networks Limited, pre and post demerger	343-345
**20. **	Annexure Q1 and Q2	346-351

		Pre and post demerger net worth of Sterlite Technologies Limited and STL
		Networks Limited
	**21. **	Annexure R	352-356
		Details of ongoing adjudication & recovery proceedings, prosecution initiated,
		and all other enforcement action taken against Sterlite Technologies Limited,
		its promoters and directors
Notice and Explanatory Statement of the meeting, issued pursuant to Sections 230			to 232 of the
Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 read with
Companies (Compromises, Arrangements and Amalgamation) Rules, 2016 (page nos. 4 to 37) and
Annexure A to Annexure R (page nos. 38 to 357) constitute a single and complete set of documents
and should be read together as they form an integral part of this document.

IN THE NATIONAL COMPANY LAW TRIBUNAL

MUMBAI BENCH, AT MUMBAI

C.A.(CAA)/ 24/MB-IV /2024

In the matter of the Companies Act, 2013;

AND

In the matter of Section 230 to 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 and Rules framed thereunder;

AND

In the matter of Scheme of Arrangement between Sterlite Technologies Limited (‘Demerged Company’) and STL Networks Limited (‘Resulting Company’) and their respective Shareholders and Creditors (‘Scheme’)

Sterlite Technologies Limited , a company ) incorporated under the Companies Act, 1956 having its ) Registered Office situated at 4th Floor, Godrej ) Millennium, Koregaon Road 9, STS 12/1, Pune, ) Maharashtra 411001, India ) … First Applicant Company / CIN: L31300PN2000PLC202408 Demerged Company

4

FORM NO. CAA 2

[Pursuant to Section 230 (3) and rule 6 and 7]

Company Application No. 24 (MB) of 2024

NOTICE CONVENING MEETING OF SECURED CREDITORS OF STERLITE TECHNOLOGIES LIMITED

To,

The Secured Creditors of Sterlite Technologies Limited

Notice is hereby given that by an order dated the 17 April 2024 and 15 May 2024 passed in the Company Scheme Application CA(CAA)/24/MB-IV/2024 (‘ NCLT Orders ’), the Mumbai Bench of the National Company Law Tribunal (‘ Hon’ble Tribunal ’ or ‘ NCLT ’) has directed to hold a meeting of Secured Creditors of Sterlite Technologies Limited (“ First Applicant Company ” or “ Demerged Company ” or “ Company ”) for the purpose of considering, and, if thought fit, approving, with or without modification, the proposed Scheme of Arrangement between Sterlite Technologies Limited (‘Demerged Company’) and STL Networks Limited (‘Resulting Company’) and their respective Shareholders and Creditors (‘ Scheme ’) under sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (‘Act’) along with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The Scheme, if approved by the Secured Creditors, will be subject to the subsequent approval of the Hon’ble Tribunal and such other approvals, permissions and sanctions of regulatory or other authorities, as may be necessary.

Pursuant to the said NCLT Orders and as directed therein, further notice is hereby given that a meeting of secured creditors of the First Applicant Company will be held on Wednesday, 10 July 2024 at 12:00 p.m. (IST) (‘Meeting’) or any adjourned dates thereof, for the purpose of considering, and if thought fit, approving the proposed Scheme by exercising the option to convene the meeting through Video Conferencing (“VC”)/ Other Audio Visual Means (“OAVM”) in compliance with the applicable provisions of Companies Act, 2013 (‘Act’), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘ SEBI Listing Regulations ’) and Secretarial Standard on General Meetings as issued by the Institute of Company Secretaries of India (“SS-2”) and following the operating procedures (with requisite modifications as may be required) referred to in General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No. 22/2020 dated June 15, 2020, General Circular No. 33/2020 dated September 28, 2020, General Circular No. 39/2020 dated December 31, 2020, General Circular No. 10/2021 dated June 23, 2021, General Circular No. 20/2021 dated December 8, 2021, General Circular No. 3/2022 dated May 5, 2022, General Circular No. 10/2022 dated December 28, 2022 and General Circular No. 09/2023 dated September 25, 2023 issued by the Ministry of Corporate Affairs (‘ MCA ’), Government of India (collectively referred to as “ MCA Circulars ”), to consider, and if thought fit, pass, with or without modification(s), the following resolution for approval of the Scheme by requisite majority as prescribed under Section 230(1) and (6) read with Section 232(1) of the Act, as amended. The Scheme, if approved by the requisite majority of equity shareholders of the Company, Section 230(6) of the Act read with the Master circular number SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20 June 2023, issued by the Securities and Exchange Board of India (“ SEBI ”) and other applicable SEBI circulars, if any, will be subject to subsequent approval of the NCLT and such other approvals, permissions and sanctions from any other regulatory or statutory authority(ies) as may be deemed necessary.

5

Pursuant to the said NCLT Orders and as directed therein, the meeting of the Secured Creditors of the Company (“Tribunal Convened Meeting” or “Meeting”) will be held on Wednesday, 10 July 2024 at 12:00 p.m. (IST) through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”), in compliance with the Circulars issued by Ministry of Corporate Affairs in this regard, the applicable provisions of the Act, SS-2 and SEBI Listing Regulations to consider, and if thought fit, pass, with or without modification(s), the following resolution for approval of the Scheme by requisite majority as prescribed under Section 230(1) and (6) read with Section 232(1) of the Act and SEBI Master Circular SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20 June, 2023 (as amended from time to time):

SPECIAL BUSINESS

“ RESOLVED THAT pursuant to the provisions of Sections 230 to 232 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other applicable provisions, if any, of the Companies Act, 2013, the National Company Law Tribunal Rules, 2016, (including any statutory modification(s) or re-enactment thereof for the time being in force) various Securities and Exchange Board of India (SEBI) Regulations including the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the observation letters issued by National Stock Exchange of India Limited and BSE Limited, dated 15 September 2023 and 28 September 2023, respectively and other applicable laws/regulations/rules and in accordance with relevant clauses of the Memorandum of Association and Articles of Association of the Company and subject to approval of the Hon'ble National Company Law Tribunal, Mumbai Bench (‘Hon’ble Tribunal’ or ‘NCLT’) and subject to such other approvals, permissions and sanctions of regulatory and other sectoral authorities, if any, as may be necessary and subject to such conditions and modifications as may be prescribed or imposed by the NCLT or by any regulatory or other sectoral authorities, while granting such consents, approvals and permissions, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “Board”, which term shall be deemed to mean and include one or more Committee(s) constituted/to be constituted by the Board or any person(s) which the Board may nominate to exercise its powers including the powers conferred by this resolution), the proposed Scheme of Arrangement between Sterlite Technologies Limited (‘Demerged Company’) and STL Networks Limited (‘Resulting Company’) and their respective Shareholders and Creditors (“Scheme”), placed before this meeting and initialled by the Chairman of the meeting for the purpose of identification, which inter alia envisages the Demerger of the Demerged Undertaking (as defined in the Scheme) from the Demerged Company to the Resulting Company be and is hereby approved.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things, as it may, in its absolute discretion deem requisite, desirable, appropriate or necessary to give effect to this resolution and effectively implement the arrangement embodied in the Scheme and to accept such modifications, amendments, limitations and/or conditions, if any, which may be required and/or imposed by the NCLT while sanctioning the arrangement embodied in the Scheme or by any authorities under law, or as may be required for the purpose of resolving any doubts or difficulties that may arise in giving effect to the Scheme, as the Board may deem fit and proper.”

TAKE FURTHER NOTICE THAT in compliance with the NCLT Orders and the MCA Circulars, a copy of the Scheme, the notice of this Meeting along with Explanatory Statement under sections 230(3), 232 of the Act read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other annexures as stated in the Index are enclosed herewith. A copy of this Notice and the accompanying documents will be hosted on the website of the Company at https://stl.tech/investor/ and will also be available on the website of BSE Limited (“ BSE ”) and National Stock Exchange of India Limited (“ NSE ”) at www.bseindia.com and www.nseindia.com , respectively.

6

The First Applicant Company will furnish a copy of the Notice together with a copy of the explanatory statement, Scheme and other annexures to the Notice, free of charge, upon any requisition being made by any Secured Creditors, to the First Applicant Company by email at secretarial@stl.tech.

The Scheme and the statement under Section 230 are annexed to this Notice and can be obtained free of charge at the Registered Office of the First Applicant Company on any day (except Saturday, Sunday and public holidays) at 4th Floor, Godrej Millennium, Koregaon Road 9, STS 12/1, Pune, Maharashtra 411001, India between 10:00 a.m. to 5:00 p.m. up to the date of the meeting. A proceeding of the meeting shall also be made available on the website of the First Applicant Company at www.stl.tech as soon as possible.

In accordance with the said NCLT Orders, the voting rights of the Secured Creditors shall be in proportion to their outstanding amount in the Company as on 31 October 2023. Further, in accordance with the applicable regulatory provisions and the said NCLT Orders, the Company shall provide Secured Creditors with the facility of casting their vote by poll at the meeting. The Creditors may refer to the ‘Notes’ to this Notice for further details on voting by poll at the Meeting.

(DIN: 02497125), and failing him Mr. Subramanian Madhavan, Independent Director (DIN: 06451889) of the First Applicant Company, as the Chairperson of the meeting. The above-mentioned Scheme, if approved at the meeting, will be subject to the subsequent approval of the Tribunal.

The Hon’ble Tribunal has appointed Mr. B Narasimhan, Proprietor BN & Associates (FCSMembership No.: 1303, COP No.: 10440), Practicing Company Secretary and failing him Mr. Venkataraman K (ACS - Membership No.: 8897, COP No.: 12459), Practicing Company Secretary as the Scrutinizer of the meeting.

The facility of appointment of proxies by Secured Creditors will not be available for the meeting as the meeting is being held through VC/OAVM. However, a body corporate / institutional creditor which is a Secured Creditor of the First Applicant Company is entitled to appoint a representative for the purposes of participating and/or voting during the meeting, provided the prescribed form/authorization is filed with the First Applicant Company at secretarial@stl.tech not later than 48 (forty eight) hours before the start of the aforesaid meeting as required under Rule 10 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

Sd/-

Bangalore Jayaram Arun

Chairman appointed for the Meeting

DIN: 02497125

Date: June 07, 2024

Place: Pune

Registered Office:

4th Floor, Godrej Millennium, Koregaon Road 9,

STS 12/1, Pune, Maharashtra 411001, India

7

Notes :

• (i) Pursuant to the directions of the NCLT by way of the NCLT Orders, the Meeting of the Secured Creditors of the Company is being conducted through VC/OAVM facility to transact the business set out in the notice convening this Meeting. The Meeting will be conducted in compliance with the provisions of the Act, SEBI Listing Regulations, read with other applicable SEBI circulars and in compliance with the requirements prescribed by the MCA for holding general meetings through VC/OAVM. Accordingly, the meeting of the Secured Creditors of the Company will be convened on Wednesday, 10 July 2024 at 12:00 p.m. (IST), through VC/OAVM, for the purpose of considering, and if thought fit, approving, the Scheme of Arrangement between Sterlite Technologies Limited (‘Demerged Company’) and STL Networks Limited (‘Resulting Company’) and their respective Shareholders and Creditors.

• (ii) No route map of the venue of the Meeting is annexed hereto, since this Meeting is being held through VC / OAVM. The deemed venue for the Meeting shall be the Registered Office of the Company at 4th Floor, Godrej Millennium, Koregaon Road 9, STS 12/1, Pune, Maharashtra 411001, India.

• (iii) The Explanatory Statement pursuant to sections 230 to 232 of the Act and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in respect of the business set out above is annexed hereto. All documents referred to in the accompanying Notice and the Explanatory Statement will be available for inspection by the Secured Creditors at the Registered Office of the First Applicant Company during normal business hours (10:00 a.m. to 5:00 p.m.) on any day (except Saturdays, Sundays and public holidays) up to the date of the meeting.

• (iv) The Company has availed the services of KFin Technologies Limited, (KFin) Registrar and Transfer Agent of the Company (‘RTA’), as the authorized agency for conducting of the Meeting of the Secured Creditors through VC/OAVM. Detailed instructions for the procedure for joining the meeting through VC/OAVM are annexed to this Notice.

• (v) Secured Creditors attending the Meeting through VC / OAVM shall be reckoned for the purpose of quorum. In terms of the NCLT Orders, quorum for the Meeting is 3 (three) secured creditors attending the Meeting.

• (vi) Since this Meeting is being held pursuant to the NCLT Orders and the MCA circulars through VC/OAVM, the requirement of physical attendance of secured creditors has been dispensed with. Accordingly, in terms of the MCA circulars, the facility for appointment of proxies by the Secured Creditors will not be available for this meeting and hence the proxy form, attendance slip and route map of the Meeting are not annexed to this Notice.

• (vii) Pursuant to Sections 112 and 113 of the Act read with Rule 10 of (Compromises, Arrangements and Amalgamations) Rules, 2016, where a body corporate is a Secured Creditor, authorized representatives of the body corporate may be appointed for the purpose of voting through poll, and for participation in the Meeting through VC/ OAVM facility provided an authority letter/ power of attorney/ a copy of the resolution passed by its board of directors or other governing body of such corporate authorizing such person to attend and vote at the Meeting through VC/ OAVM as its representative and certified to be a true copy by a director, the manager, the secretary, or other authorized officer of such body corporate along with the attested specimen signature of the duly authorized signatory(ies) who are authorized to vote is emailed to the Scrutinizer at support@bnpassociates.in with a copy marked to the Company at secretarial@stl.tech not later than 48 (forty eight) hours before the time scheduled for holding the Meeting.

8

• (viii) The Secured Creditors can join the Meeting through VC/ OAVM 15 minutes before the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice.

• (ix) As directed in the NCLT Orders, Notice of the Meeting along with the Explanatory Statement and other documents mentioned in the Index (collectively referred to as ‘ Notice’ ) is being sent to the Secured Creditors of the Company as on 31 October 2023 at their email addresses registered with the Company. The Notice will be available on the Company’s website at www.stl.tech and may also be accessed from the relevant section of the 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.

• (x) The Secured Creditors may send their queries relating to the Scheme on or before Saturday, 6 July 2024, mentioning their name, institution/bank they represent, email id and mobile number to KFin and to the Company at secretarial@stl.tech. These queries will be addressed by the Company suitably. The Secured Creditors are requested to restrict their questions only to matters pertaining to the business set out in the Notice convening this Meeting.

• (xi) In case of any query and/or grievance, in respect of the scheme the secured creditors may write to the Company at secretarial@stl.tech.

• (xii) Secured Creditors are requested to carefully read all the Notes set out herein and in particular, instructions for joining the Meeting and manner of casting vote.

• (xiii) The rights of the creditors will not be affected as the assets of STL Networks Limited post sanctioning the Scheme will be sufficient to pay off all the creditors in the ordinary course of business.

• (xiv) Secured Creditors who have not registered their e-mail address and if they have not received the notice, may send an e-mail request at the email id secretarial@stl.tech along with scanned copy of the signed request letter providing the e-mail address, mobile number and self-attested PAN copy for sending the Notice of meeting and the e-voting instructions.

• (xv) VOTING BY SECURED CREDITORS

• (a) Only such Secured Creditors of the Company may attend and vote at the Meeting, whose names appear in the Chartered Accountant’s certificate dated 13 December 2023 certifying the list of Secured Creditors of the Applicant Company as on 31 October 2023, as had been filed with the Tribunal in Company Scheme Application No. 24 of 2024. A person/entity who is not a Secured Creditor on such date should treat the notice for information purpose only and shall not be entitled to vote in the Meeting.

• (b) As directed in the NCLT Orders, the Company shall provide the Secured Creditors with the facility of casting their vote by poll. Further, pursuant to SEBI Operational Circular No. SEBI/HO/DDHS/DDHS_Div1/P/CIR/2022/0000000103 dated 29 July 2022 the Company shall provide the facility of e-voting to the holders of Non-Convertible Debentures (‘NCD’) in addition to the facility of voting by poll. Therefore, in addition to the facility of voting by poll, the Company will provide the facility of e-voting during the meeting only to the NCD holders of the Company as on 31 October 2023.

• (c) The voting rights of the Secured Creditors shall be in proportion to their outstanding amount in the Company as on 31 October 2023.

9

• (d) In terms of the directions contained in the NCLT Orders, Mr. B Narasimhan, Proprietor BN & Associates (FCS - Membership No.: 1303, COP No.: 10440), Practicing Company Secretary and failing him Mr. Venkataraman K (ACS - Membership No.: 8897, COP No.: 12459), Practicing Company Secretary, are appointed as the Scrutinizer to scrutinize votes cast through poll during the Meeting in a fair and transparent manner.

• (e) The Notice convening the Meeting will be published through an advertisement in the ‘Financial Express’ in English language and ‘Loksatta’ in the Marathi language, both having circulation in Maharashtra.

(f) INSTRUCTIONS FOR POLL

• (i) The Creditors are requested to cast their vote on the enclosed Polling Paper (attached herewith Annexure 1 ) to the Notice and return the scan copy of the duly completed Polling Paper with assent (FOR) or dissent (AGAINST), from their registered email IDs to the Scrutinizer at support@bnpassociates.in with a copy to the Company at secretarial@stl.tech before the conclusion of the meeting.

• (ii) No other mode for sending the Polling Paper is permitted.

• (iii) In case of Secured Creditors are companies, trusts, societies, etc. the duly completed Polling Paper should be accompanied by certified true copy of the Board Resolution/Authority Letter.

• (iv) The Scrutinizer shall make a consolidated Scrutinizer’s report of the total votes cast, valid votes, votes in favour and against the resolution including the details of invalid polling papers and votes comprised therein and submit the same to the Chairman of the Meeting, who shall countersign the same.

• (v) The result of the voting shall be announced by the Chairman of the Meeting or a person authorized by him in writing upon receipt of the Scrutinizer’s Report. The result of the Meeting shall be submitted to NCLT by the Chairman of the Meeting in the prescribed form along with the Scrutinizer’s Report within 7 (seven) days of the conclusion of the aforesaid meeting and the same shall be displayed at the Registered Office of the First Applicant Company and its website viz. www.stl.tech.

(xvi) PROCEDURE FOR JOINING THE MEETING THROUGH VC / OAVM:

The Company will provide VC / OAVM facility to its secured creditors for participating at the Meeting.

• a) Secured Creditors will be able to attend the Meeting through VC / OAVM by using their login credentials provided in the accompanying e-mail communication.

Secured creditors are requested to follow the procedure given below:

• (i) Launch internet browser by typing / clicking on the following link: https://emeetings.kfintech.com

• (ii) Click on “Secured Creditors CLICK HERE” button.

• (iii) Enter the login credentials (i.e., User ID and password provided in the accompanying e-mail communication) and click on “Login”.

• (iv) Upon logging-in, you will enter the Meeting Room.

10

• b) Secured Creditors who do not have or who have forgotten their User ID and Password, may obtain / generate / retrieve the same, for attending the Meeting, by following the procedure given at point (g) below.

• c) Secured Creditors will be allowed to attend the Meeting through VC/OAVM on first come, first served basis.

• d) Institutional / Corporate secured creditors (i.e., other than Individuals, HUFs, NRIs, etc.) are also required to send legible scanned certified true copy (in PDF Format) of the Board Resolution / Power of Attorney / Authority Letter, etc., together with attested specimen signature(s) of the duly authorised representative(s), to secretarial@stl.tech. Such authorisation should contain necessary authority in favour of its authorised representative(s) to attend the Meeting.

• e) Secured creditors who need assistance before or during the Meeting, can contact KFin on evoting@kfintech.com or call KFin’s toll free No. 1-800-309-4001 for any further clarifications (from 10:00 a.m. (IST) to 5:00 p.m. (IST) on all working days). Kindly quote your name and Permanent Account Number (PAN) in all your communications.

• f) Secured creditors whose e-mail address is not registered with the Company may obtain the same from the Company in the manner as mentioned below:

• i. Secured creditor may send e-mail request to secretarial@stl.tech or a written request by post / courier / hand delivery to the Company at its registered address. Such secured creditors are requested to provide their name, Permanent Account Number (PAN), amount outstanding and e-mail address along with the request.

• ii. The Company, after due verification of the request, will send the User ID and password.

(xvii) PROCEDURE FOR E-VOTING (INCLUDING REMOTE E-VOTING) AT THE MEETING (ONLY FOR NCD HOLDERS):

1. The Company is providing to its NCD holders, the facility to exercise their right to vote on resolution(s) proposed to be passed at meeting by electronic means.

2. The facility for voting through electronic voting system will also be made available at the Meeting and Secured Creditors attending the Meeting who have not cast their vote(s) by remote e-voting will be able to vote at the Meeting.

3. The Company has engaged the services of KFin as the authorized agency to provide the e- voting facility.

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

REMOTE E-VOTING PERIOD

. The remote e-voting facility will be available during the following voting period:	. The remote e-voting facility will be available during the following voting period:
REMOTE E-VOTING PERIOD
Commencement of voting	Sunday, 7 July2024 at 10:00 a.m.(IST)
End of voting	Tuesday, 9 July2024 at 5:00p.m.(IST)

1. 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 KFIN upon expiry of the aforesaid period.

2. A person, whose name is recorded as Secured Creditor as on the cut- off date, i.e., 31 October 2023, only shall be entitled to exercise his / her / its voting rights on the resolution

11

proposed in the Notice and attend the meeting. Voting rights of Secured Creditor shall be in proportion to his / her / its total outstanding dues in the Company as on the cut-off date.

1. A Secured Creditor can opt for only single mode of voting per EVEN, i.e., through remote e-voting or voting at the Meeting (Insta Poll). If a Secured Creditor 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”.

2. Only those NCD holders of the Company may attend and vote at the Meeting through electronic means, whose names appear in the Chartered Accountant’s certificate dated 13 December 2023 certifying the list of Secured Creditors of the Applicant Company as on 31October 2023, as had been filed with the Tribunal in Company Scheme Application No. 24 of 2024. The voting rights of the NCD holders shall be in proportion to their outstanding amount in the Company as on 31 October 2023.

3. INSTRUCTIONS FOR E-VOTING (Applicable only for NCD holders)

4. a. During the meeting proceedings, upon instructions of the Chairperson, the e-voting ‘Thumb sign’ on the left-hand corner of the video screen shall be activated. NCD Holders shall click on the same to take them to the voting page.

5. b. NCD Holders to click on the ‘Insta Poll’ icon to reach the resolution page and follow the instructions to vote on the resolution(s).

6. c. The Scrutinizer will, after the conclusion of e-voting, scrutinize the votes and make a consolidated Scrutinizer’s Report and submit the same to the Chairperson of the Meeting. The results declared along with the report of the Scrutinizer, as per the NCLT Orders, shall be placed on the Company’s website https://stl.tech/ and on the website of KFin at https://evoting.kfintech.com/public/Downloads.aspx, immediately after the declaration of results by the Chairperson or a person authorized by him in writing. The result will also be displayed at the registered office of the Company.

7. d. The Scheme shall be considered approved by the Secured Creditors of the Company if the resolution mentioned above in the Notice is approved by majority of persons representing three-fourths in value of the Secured Creditors of the Company, present and voting, in terms of Sections 230 to 232 of the Companies Act, 2013.

In case of any query, you may refer the Frequently Asked Questions (FAQs) and e-voting User Manual available at the ‘download’ section of https://evoting.kfintech.com or call KFin on 1800 309 4001 (toll free).

1. INSTRUCTIONS FOR REMOTE E-VOTING

2. a. Launch internet browser by typing the URL: https://evoting.kfintech.com.

3. b. Enter the login credentials (User ID and password given in the e-mail). If required, please visit https://evoting.kfintech.com or contact toll-free number of KFin 1800-3094001 (from 9:00 a.m. to 6:00 p.m.) for assistance on your existing password.

4. c. After entering these details appropriately, click on “LOGIN”.

5. d. You will now reach Password Change Menu wherein you are required to mandatorily change your password upon logging- in for the first time. The new password shall comprise minimum 8 characters with at least one upper case (A-Z), one lower case (az), one numeric (0-9) and a special character (@,#,$,etc.). The system will prompt you to change your password and update your contact details like mobile number, e-mail address, etc. on first login. You may also enter a secret question and answer of your

12

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.

• e. You need to login again with the new credentials.

• f. On successful login, the system will prompt you to select the E-Voting Event Number (EVEN) for the Company.

• g. On the voting page, enter total outstanding dues (which represents the number of votes) as on the cut-off date (i.e. 31 October 2023) under either “FOR” or “AGAINST” or alternatively, you may partially enter any number under “FOR” / “AGAINST”, but the total number under “FOR” / “AGAINST” taken together should not exceed the total outstanding dues mentioned hereinabove. You may also choose to “ABSTAIN” and vote will not be counted under either head.

• h. 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”.

• i. You may then cast your vote by selecting an appropriate option and click on “SUBMIT”.

• j. A confirmation box will be displayed. Click “OK” to confirm, else “CANCEL” to modify.

• k. Once you confirm, you will not be allowed to modify your vote.

13

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH, AT MUMBAI

C.A.(CAA)/ 24/MB-IV /2024

In the matter of the Companies Act, 2013;

In the matter of Section 230 to 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 and Rules framed thereunder;

In the matter of Scheme of Arrangement between Sterlite Technologies Limited (‘Demerged Company’) and STL Networks Limited (‘Resulting Company’) and their respective Shareholders and Creditors (‘Scheme’)

Sterlite Technologies Limited , a company ) incorporated under the Companies Act, 1956 having its ) Registered Office situated at 4th Floor, Godrej ) Millennium, Koregaon Road 9, STS 12/1, Pune, ) Maharashtra 411001, India

) … First Applicant Company / Demerged Company

CIN: L31300PN2000PLC202408

EXPLANATORY STATEMENT TO THE NOTICE OF THE MEETING OF SECURED CREDITORS OF APPLICANT COMPANY UNDER SECTION 230 OF THE COMPANIES ACT, 2013 READ WITH THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016

• (i) This is a statement accompanying the Notice convening the meeting of the Secured Creditors of the First Applicant Company, pursuant to the Order dated 17 April 2024 and Order dated 15 May 2024 (‘ NCLT Orders ’) passed by the Hon’ble National Company Law Tribunal, Mumbai Bench (‘ Hon’ble Tribunal’/ ‘NCLT’ ) in the Company Scheme Application CA (CAA)/24/MB-IV/2024. A meeting is being called, convened and conducted through video conferencing (‘VC’)/ other audio visual means (‘OAVM’) on Wednesday, 10 July 2024 at 12:00 p.m. (IST) for the purpose of considering, and if thought fit, approving the proposed Scheme of Arrangement between Sterlite Technologies Limited (‘ Demerged Company’/ ‘First Applicant Company’ ) and STL Networks Limited (‘ Resulting Company’/ ‘Second Applicant Company ,) and their respective Shareholders and Creditors (‘ Scheme ’) appended hereto as ANNEXURE “A” . The First Applicant Company and the Second Applicant Company are hereinafter also where the context admits, collectively referred to as the “Applicant Companies”. The Scheme, provides for inter-alia:

14

(a) demerger of the Demerged Undertaking (as defined hereinafter) of the Demerged Company into the Resulting Company on a going concern basis (“Demerger”) and the consequent issuance of equity shares by the Resulting Company to the shareholders of the Demerged Company; and (b) various other matters consequential or integrally connected therewith, including the reorganisation of the share capital of the Resulting Company, pursuant to the provisions of Sections 230-232 and other applicable provisions of the Act and the SEBI Scheme Circulars.

• (ii) Background of Sterlite Technologies Limited (First Applicant Company/ Demerged Company) is as under:

• A. Sterlite Technologies Limited bearing CIN: L31300PN2000PLC202408, PAN: AAECS8719B, was originally incorporated as a Private Limited Company, under the Companies Act, 1956 under the name and style of Sterlite Telecom Systems Limited, on 24 March 2000. Subsequently, its name was changed to ‘Sterlite Optical Technologies Limited’ and a fresh certificate of incorporation consequent upon change of name was issued by the Registrar of Companies (RoC), Mumbai, Maharashtra, on 21 August 2000. Again, its name was changed to ‘Sterlite Technologies Limited’ and a fresh certificate of incorporation consequent upon change of name was issued by the Registrar of Companies (RoC), Mumbai, Maharashtra, on 25 August 2007.

• B. The equity shares of the First Applicant Company are listed on BSE and NSE.

• C. The Registered office of the First Applicant Company is situated at 4th Floor, Godrej Millennium, Koregaon Road 9, STS 12/1, Pune, Maharashtra 411001, India and the email address is secretarial@stl.tech.

• D. The Authorised, Issued, Subscribed and paid-up Share Capital of First Applicant Company as on 30 September 2023 is as under:

Particulars	Amount in Rs
Authorized Share Capital
75,00,00,000 Equity shares of Rs. 2/- each	150,00,00,000
Total	150,00,00,000
Issued, Subscribed and Paid-up
39,90,06,502 Equity Shares of Rs. 2/- each, fully paid up	79,80,13,004
Total	79,80,13,004

Subsequent to 30 September 2023, the First Applicant Company has issued 1,45,934 shares of Rs. 2 each against exercise of ESOP options by eligible employees. Further, the First Applicant Company has issued 8,84,56,435 Equity Shares of face value ₹2 each to eligible Qualified Institutional Buyers on 12 April 2024. Subsequently the updated issued, subscribed and paid-up Share Capital of the First Applicant Company is as follows.

15

Particulars	Amount in Rs
Authorized Share Capital
75,00,00,000 Equity shares of Rs. 2/- each	150,00,00,000
Total	150,00,00,000
Issued, Subscribed and Paid-up
48,76,08,871 Equity Shares of Rs. 2/- each, fully paid up	97,52,17,742
Total	97,52,17,742

Subsequent to the above changes, there has been no change in authorised, issued, subscribed and paid up share capital of First Applicant Company.

• E. The main object of the First Applicant Company is set out in the Memorandum of Association as under:

• To carry on the business of manufacture, trade, sale, import, export or otherwise deal in all kinds, classes and varieties of telecommunication cables, jelly filled cables, dry core cables, coaxiable cables, optical fiber cables, switch boards cables, optical fibers, jumper wires, telephone handset cords, electrical wires and other suitable alike cables and wires, telegraph, wireless, telephone and telecommunications company and for this purpose to establish, operate, maintain, manage, work, repair telephone exchanges, public switched telephone network cables communication station, radio and television receiving stations, satellites, telecommunications network, to install sell, hire, license, lease telephones or any other instruments, appliances, apparatus used for transmission or reception of messages, signs and signals.

• To carry on the business of manufacture, design, developments, engineering, marketing, import and export, purchase, sales transfer, lease, maintain, repair, operation, transmission, consultancy, management contracting, execution, technical and educational services, licensing, franchising, distribution, agency or otherwise deal in hardware & software including intellectual property, computing and processing machines, systems, processes, equipment’s, apparatus, appliances, and others articles whether electronic, electric, mechanical, digital, telephonic, satellite, wireless or otherwise relating to telecommunication, information technology, informatics and allied activities.

• To carry on the business of Internet Services Provider and other value-added services, setup Telecom Infrastructure for Broadband Networks, Telecom Bandwidth buying and reselling, providing ASP’s (Application Software Package) for E–Commerce B2B, B2C Application, carry out E– Commerce activities, franchise operations for Telecom / Internet Services Providers and similar activities.

• F. There has been no change in the objects clause of the First Applicant Company during the last five years.

• G. The First Applicant Company is currently engaged in the in the following businesses:

16

  - a. Optical Networking - the division of the Demerged Company engaged in manufacture and sale of optical fibre, optical fibre cable, specialty cables and optical interconnect products (hereinafter referred to as “Optical Network Business” or “ONB”).

  - b. Global Services (the demerged undertaking) - the division of the Demerged Company engaged, both directly and through its subsidiaries, in system integration telecom network solutions and laying/developing private network infrastructure on turn-key project contract basis and provision of related services both in India and overseas, such as, fiber deployment services, managed services, system integrations services, FTTH deployment services, operations and maintenance of fiber and other MPLS based networks (hereinafter referred to as “Global Services Business” or “GSB”).

  - c. Digital & Technology Solutions - the division of the Demerged Company engaged in provision of IT-ITES solutions and services (hereinafter referred to as “Digital Business”).

• (iii) Background of STL Networks Limited (Second Applicant Company /Resulting Company) is as under:

• A. STL Networks Limited bearing CIN U72900PN2021PLC199875 was incorporated as a public limited company, under the Companies Act, 2013 under the name and style of STL Networks Limited, on the 26 March 2021.

• B. The Registered Office of the Second Applicant Company is situated at 4th Floor, Godrej Millennium, Koregaon Road 9, STS 12/1, Pune, Maharashtra 411001, India.

• C. The Authorised, Issued, Subscribed and paid-up Share Capital of the Second Applicant Company as on 30 September 2023 is as under:

Particulars	Amount in Rs
Authorized Share Capital
50,000 Equity shares of Rs. 10/- each	5,00,000
Total	5,00,000
Issued, Subscribed and Paid-up
50,000 Equity Shares of Rs. 10/- each, fully paid up	5,00,000
Total	5,00,000

Subsequent to the above date, there has been no change in authorised, issued, subscribed and paid up share capital of Second Applicant Company.

• D. The main objects specified in the Memorandum of Association of the Second Applicant Company is as follows:

• To carry on the business of providing, designing, developing, selling, and servicing of network modernization solutions, telecommunication systems and systems of all kinds for the conveyance by any means of sounds, visual images and signals of all kinds, building

17

  - networks, providing wired and wireless connectivity, creation of core transport network, interconnected data centre design engineering and end-to-end cyber infrastructure.

1. To carry on the business of manufacture, design, developments, engineering, marketing, import and export, purchase, sales transfer, lease, maintain, repair, operation, transmission, consultancy, management contracting, execution, technical and educational services, licensing, franchising, distribution, agency or otherwise deal in hardware & software including intellectual property, computing and processing machines, systems, processes, equipments, apparatus, appliances, and others articles whether electronic, electric, mechanical, digital, telephonic, satellite, wireless or otherwise relating to telecommunication, information technology, informatics and allied activities.

2. To carry on the business of manufacture, trade, sale, import, export or otherwise deal in all kinds, classes and varieties of telecommunication cables, jelly filled cables, dry core cables, coaxial cables, optical fiber cables, switch boards cables, optical fibers, jumper wires, telephone handset cords, electrical wires and other suitable alike cables and wires, telegraph, wireless, telephone and telecommunications company and for this purpose to establish, operate, maintain, manage, work, repair telephone exchanges, public switched telephone network cables communication station, radio and television receiving stations, satellites, telecommunications network, to install sell, hire, license, lease telephones or any other instruments, appliances, apparatus used for transmission or reception of messages, signs and signals.”

3. E. There has been no change in the objects clause of Resulting Company during the last five years.

4. F. The Second Applicant Company is engaged in the business of providing, designing, developing, selling, and servicing of network modernization solutions, telecommunication systems and systems of all kinds for the conveyance by any means of sounds, visual images and signals of all kinds, building networks, providing wired and wireless connectivity, creation of core transport network, interconnected data centre design engineering and end-to-end cyber infrastructure.

(iv) Rationale of the Scheme:

1. The Global Services Business and other business verticals of the Demerged Company have been commenced and nurtured over different periods of time. They are currently at different stages of growth and maturity with each having distinct market dynamics, geographic focus, strategy, capital requirements and investor interest. The Demerged Undertakings and the Remaining Undertaking have both achieved scale and experience to sustain business independently in terms of profitability, turnover, order book, customer profile, talent, etc. Hence, segregation of the Demerged Undertaking into a separate entity would enable focused managements to explore the potential business opportunities more effectively and efficiently in the respective business;

2. a) The nature of opportunities, growth areas, risk and competition inherent in the Global Services Business is distinct from the Remaining Undertaking of the Demerged Company, since it is subject to distinct business cycle and market structure, necessitating different management approaches, focus and it is capable of attracting different set of investors, strategic partners, talent, lenders and other stakeholders.

3. b) Further growth and expansion of the Global Services Business would require a differentiated strategy aligned to its industry specific risks, market dynamics and growth

18

trajectory. Moreover, the Global Services Business has now reached a meaningful scale and will be able to benefit by becoming \independently focused company.

• c) The Government of India’s commitment to BharatNet phase three, which is a $10 billion plus program, gives an opportunity to the Demerged Company to grow its core business, i.e. the Optical Network Business and also provides consequent opportunities for the Global Services Business. Similarly, the Demerged Company is seeing an acceleration on the 5G deployment front which is driving requirement for fiber roll-out for network. In light of the above, there is a need for the activities of the Global Services Business and the other businesses of the Demerged Company to be organized and managed in a distinct way to tap in on the opportunities arising from the growing demand of telecom infrastructure in the country.

• Thus, the Demerger is expected to lead to following benefits:

• a) allowing respective businesses to create a strong and distinct platform which enables greater flexibility to pursue long‐term objectives;

• b) better alignment of the respective businesses to its customers and to improve competitiveness, operational efficiencies and strengthen its position in the relevant marketplace resulting in a more sustainable long-term growth and competitive edge;

• c) enabling accelerated growth of ONB and allowing the GSB to explore suitable strategies to fund its growth plans;

• d) creation of an independent company focusing exclusively on GSB and exploring opportunities in the said sector. The independent company can attract different sets of investors, strategic partners, lenders and other stakeholders having a specific interest in the GSB;

• e) the Demerger and consequent issue of equity shares by the Resulting Company are proposed to allow shareholders of the Demerged Company and investors to invest in the distinct key businesses and allow shareholders to unlock the value of their investments.

• f) dedicated and specialized management focus on the specific needs of the respective businesses.

• Pursuant to the Scheme, all the shareholders of Demerged Company will get new shares in the Resulting Company and there would be no change in the economic interest for any shareholder of Demerged Company pre and post Scheme in the Demerged Undertaking.

(v) Brief background and salient features of the Scheme

1. This Scheme is a Scheme of Arrangement between Sterlite Technologies Limited (‘Demerged Company’) and STL Networks Limited (‘Resulting Company’) and their respective Shareholders and Creditors under section 230-232 and other applicable provisions of the Companies Act, 2013.

2. In this Scheme, unless inconsistent with the subject or context, the following expressions shall have the following meanings:

3. “ Appointed Date ” means the opening of business hours on the April 1, 2023 or such other date as the NCLT may direct/ allow.

4. “ Demerged Undertaking ” means the business, undertaking, and properties, of the Demerged Company of whatsoever nature and kind and wheresoever situated, in each

19

case, forming part of or necessary or advisable for the conduct of, or the activities or operations of, the Global Services Business on a going concern basis and shall mean and include (without limitation):

• a) all immovable properties (list of such immovable properties pertaining to the Global Services Business is more particularly set-out in Schedule I hereto) and rights thereto i.e. land together with the buildings and structures standing thereon (whether freehold, leasehold, leave and licensed, right of way, tenancies or otherwise) including roads, drains, civil works, foundations for civil works, buildings, offices, etc., which immovable properties exclusively or predominantly form part of the Global Services Business or which are determined by the Board as being necessary for conduct of, or the activities or operations of, the Global Services Business and all documents (including deeds or receipts) of title, rights and easements in relation thereto and all rights, covenants, continuing rights, title and interest, benefits and interests of agreements for lease or license or other rights to use of premises, in connection with the said immovable properties;

• b) all assets, as are movable in nature and which exclusively or predominantly form part of the Global Services Business, whether present or future, tangible or intangible, in possession or not, corporeal or incorporeal, in each case, wherever situated (including plant and machinery, capital work in progress, furniture, fixtures, fixed assets, contingent assets, computers, air conditioners, appliances, accessories, office equipment, communication facilities, installations, vehicles, inventories, stock in trade, stores and spares, packing material, raw material, tools and plants) actionable claims, earnest monies, security deposits paid or deemed to have been paid and sundry debtors, prepaid expenses, bills of exchange, promissory notes, financial assets, investment and shares in entities/ branches/ offices undertaking the Global Services Business in India or overseas, outstanding loans and advances, recoverable in cash or in kind or for value to be received, receivables, funds, cash and bank balances and deposits including accrued interest thereto with any Appropriate Authority, banks, customers and other persons, the benefits of any bank guarantees and performance guarantees;

• c) all permits, licenses, permissions, right of way, approvals, clearances, consents, benefits, registrations, rights, entitlements, pre-qualifications, eligibility criterion, credits, certificates, awards, sanctions, allotments, quotas, no objection certificates, exemptions, concessions, subsidies, tax deferrals, incentives, (including but not limited to benefits of all tax holiday, tax relief including under the Income Tax Act, 1961 such as brought forward accumulated tax losses, unabsorbed depreciation, etc.), tax related assets and credits including but not limited to GST input credits, CENVAT credits, advance tax, tax deducted at source, exemptions and other benefits (in each case including the benefit of any applications made for the same), relatable to the Global Services Business, if any, liberties and advantages, approval for commissioning of project and other licenses or clearances granted/ issued/ given by any Appropriate Authority, organizations or companies necessary for conduct of, or the activities or operations of, the Global Services Business or in connection therewith including those relating to privileges, powers, facilities of every kind and description of whatsoever nature and the benefits thereto that which exclusively or predominantly form part of the Global Services Business;

• d) all contracts, agreements, request for proposals, purchase orders/ service orders, operation and maintenance contracts, memoranda of understandings, memoranda of undertakings, memoranda of agreements, memoranda of agreed points, bids, tenders, approved tenders, ongoing participated tenders, open tenders, open order books, tariff policies, expressions of interest, letters of intent, hire and purchase arrangements, procurement agreements, services agreements, lease/ license agreements, tenancy rights, agreements/ panchnamas for right of way, equipment purchase agreements, agreement with customers, purchase and other agreements with the supplier/ manufacturer of goods/ service providers, other arrangements,

20

undertakings, deeds, bonds, schemes, concession agreements, insurance covers and claims, clearances and other instruments of whatsoever nature and description, whether vested or potential and written, oral or otherwise and all rights, title, interests, claims and benefits thereunder which exclusively or predominantly form part of the Global Services Business;

• e) all rights to use and avail telephones, facsimile, email, internet, leased line connections and installations, utilities, electricity and other services, reserves, provisions, funds, benefits of assets or properties or other interests held in trusts, registrations, contracts, engagements, arrangements of all kind, privileges and all other rights, easements, liberties and advantages of whatsoever nature and wheresoever situated belonging to or in the ownership, power or possession and in control of or vested in or granted in favour of or enjoyed by the Demerged Company which exclusively or predominantly form part of the Global Services Business and all other interests of whatsoever nature belonging to or in the ownership, power, possession or control of or vested in or granted in favour of or held for the benefit of or enjoyed by the Demerged Company which exclusively or predominantly form part of the Global Services Business;

• f) Demerged Undertaking Liabilities;

• g) Demerged Undertaking IP;

• h) all books, records, files, papers, engineering and process information, records of standard operating procedures, computer programmes along with their licenses, drawings, manuals, data, catalogues, quotations, sales and advertising materials, lists of present and former customers and suppliers, customer credit information, customer pricing information and other records whether in physical or electronic form, in connection with or relating to the Global Services Business of the Demerged Company;

• i) Transferred Employees;

• j) Investment in subsidiaries, joint ventures, associates, branches etc in India, UK, or any such jurisdiction whether existing or which would come into existence either prior to or after the Appointed Date for carrying on the Global Services Business whether in India or outside;

• k) Right to use the work experience, qualifications, capabilities, legacies and track record with national & international customers/companies, government / non – government agencies / bodies, contracts with clients and with vendors, (including technical parameters, past performance, track record, financial credentials such profitability, turnover, net-worth, financials, Incorporation History, etc.) of the Demerged Company pertaining to GSB, acquired by reason of the completion of various projects and works, certificates of completion of projects or works issued by the clients and the right to use all these past credentials for qualifying for any tender or project in the future.

It is clarified that any question that may arise as to whether a specific asset (tangible or intangible) or any liability pertains or does not pertain to the Global Services Business or whether it arises out of the activities or operations of the Global Services Business or not, shall be decided by the Board of the Demerged Company or any committee thereof empowered by the Board.

• “ Effective Date ” means the last of the dates on which all the conditions and matters referred to in Clause 28 occur or have been fulfilled, obtained or waived, as applicable, in accordance with this Scheme. Reference in this Scheme to the date of “c oming into effect of this Scheme ” or “ effectiveness of this Scheme ” shall mean the Effective Date.

• “ Record Date ” means the date to be fixed by the board of directors of the Resulting Company in consultation with the Demerged Company for the purpose of reckoning

21

names of the equity shareholders of the Demerged Company, who shall be entitled to receive Resulting Company Equity Shares of the Resulting Company upon coming into effect of this Scheme as specified in Clause 16 of this Scheme.

(vi) Consideration

Upon this Scheme becoming effective and in consideration of vesting of the Demerged Undertaking from the Demerged Company to the Resulting Company in terms of this Scheme, the Resulting Company shall, without any further application, act, instrument or deed and without any payment by the shareholders, issue and allot equity shares, credited as fully paid-up, to the shareholders of the Demerged Company, holding fully paid up equity shares in the Resulting Company and whose names appear in the register of members (including register and index of beneficial owners maintained by a depository under Section 11 of the Depositories Act, 1996) of the Resulting Company on the Record Date or to such of their respective heirs, executors, administrators or other legal representative or other successors in title as on the Record Date in the following manner/ratio:

“ 1 (one) fully paid up equity share of Rs. 2/- (Rupees Two only) each of the Resulting Company shall be issued and allotted for every 1 (one) fully paid up equity shares of Rs. 2/(Rupees Two only) each held in the Demerged Company ” (“ Share Entitlement Ratio ”).

The shares issued by the Resulting Company pursuant to Clause 16 of the Scheme are referred to as “ Resulting Company Equity Shares ”.

Details of the assets and liabilities of each of the Resulting Company and the Demerged Company, pre and post demerger are annexed hereto as ‘Annexure P1’ and ‘Annexure P2’ .

THE FEATURES SET OUT ABOVE BEING ONLY THE MATERIAL PROVISIONS OF THE SCHEME, THE SECURED CREDITORS OF THE FIRST APPLICANT COMPANY ARE REQUESTED TO READ THE ENTIRE TEXT OF THE SCHEME OF ARRANGEMNET TO GET THEMSELVES FULLY ACQUAINTED WITH THE PROVISIONS THEREOF.

1. Board Meeting, Valuation Report & Basis of Valuation Report

The Scheme was placed before the Board of Directors of the First Applicant Company on 17 May 2023, wherein the report on Share Entitlement Ratio issued by SSPA & Co., Chartered Accountants (IBBI Registration No. IBBI/RV/06/2018/10092), Registered Valuer, was also placed before the Board.

2. Submissions, Approvals and Other Information

• The First Applicant Company had made a joint application along with the Second Applicant Company with the National Company Law Tribunal, Mumbai Bench for the sanction of the Scheme under Sections 230 to 232 of the Companies Act, 2013 and is subject to approval of the NCLT.

• The draft Scheme was placed before the Audit Committee of the First Applicant Company at its meeting held on 16 May 2023. On the basis of its evaluation and independent judgement and consideration of the draft Scheme, Report on share entitlement Ratio received from SSPA & Co., Chartered Accountants (enclosed herewith as ‘ Annexure C ’), Fairness Opinion on the share entitlement Ratio received from RBSA Capital Advisors Limited on 16 May 2023 (enclosed herewith as ‘ Annexure D ’), draft certificate from the Statutory Auditors of the

22

Company on the Accounting treatment in the scheme, the Audit Committee recommended the Scheme to the Board of Directors of the First Applicant Company.

• Sterlite Technologies Limited, a listed public limited company, in compliance with the applicable SEBI Circulars, presented the draft Scheme, along with all requisite information and documents to BSE Limited (‘BSE’) and National Stock Exchange of India Limited (‘NSE’), for obtaining necessary approval from the Securities and Exchange Board of India (“SEBI”) through BSE & NSE. The approval in form of the Observation letter dated 28 September 2023 and 15 September 2023 received from BSE & NSE, respectively, are enclosed herewith as ‘ Annexure E1 & E2 ’.

• As required by the SEBI Circular, the First Applicant Company has filed the Complaint Report with BSE and NSE on 28 June 2023 and 18 July 2023, respectively. The report indicate that the First Applicant Company received NIL complaints. Copies of the aforementioned Complaint Report submitted to BSE & NSE respectively are enclosed as ‘Annexure F1’ and ‘Annexure F2’ to this Notice.

• Compliance Report submitted to BSE and NSE, respectively, by Sterlite Technologies Limited are enclosed as ‘Annexure G1’ and ‘Annexure G2’

• Report by the Board of Directors of Sterlite Technologies Limited and STL Networks Limited, pursuant to the provisions of Section 232(2)(c) of the Companies Act, 2013 are enclosed as ‘Annexure H1’ and ‘Annexure H2’ .

• As per comments contained in the above Observation Letters, details of ongoing adjudication & recovery proceedings, prosecution initiated and all other enforcement action taken against Sterlite Technologies Limited, its promoters and directors are attached as ‘Annexure R’.

3. Directors, Promoters and Key Managerial Personnel (“KMP”)

• a. There are KMPs in the First Applicant Company. There are no KMPs in the Second Applicant Company.

• b. None of the Directors or the KMPs of the First and Second Applicant Company and their relatives have any material concern or interest, financial and / or otherwise in the Scheme except to the extent of their shareholding in the Applicant Companies.

• c. The details of the present Directors of all Applicant Companies are as follows:

List of directors of Sterlite Technologies Limited

		Name of the Director		Equity share (nos.)	Shareholding (%)
S. No.	DIN		Address
1.	06487248	Kumud Madhok Srinivasan	255, SW Alderidge Dr, Portland, OR 97225	-	-
2.	02497125	Bangalore Jayaram Arun	202, Purva Grande 49 Lavelle Road Bangalore - 560001	-	-

23

3.	03344202	Ankit Agarwal	117, Koregaon Park, South main road, Lane No. 4, Pune-411001, Maharashtra	117, Koregaon Park, South main road, Lane No. 4, Pune-411001, Maharashtra	117, Koregaon Park, South main road, Lane No. 4, Pune-411001, Maharashtra		8,38,676	0.17
4.	06451889	Subramanian Madhavan	D 1063 NFC, New Delhi- 110025				3,000	0.00
5.	00022096	Pravin Agarwal	117, Koregaon Park, Pune - 411001				50,000	0.01
6.	00116303	Sandip Das	909A, The Magnolias, DLF Golf Link Apartments, DLF Phase V, Golf Course Road, Gurgaon , Haryana 122009, India				-	-
7.	00010883	Anil Kumar Agarwal	Flat 2 42 Hill Street London W1J5NU GB				-	-
8.	08567907	Venkatesh Murthy	C-301, Gurdev Complex, Phase-3, Sayli Road, Dadra Nagar Haveli, Silvasa-396230				59,461	0.01
9.	08333492	Amrita Gangotra	A-118-E Sector 35, Noida 201301				-	-
List of directors of STL Networks Limited
						Equity Share (Nos.)	Shareholding (%)
S. NO.
	DIN	Name of the Director		Address
1	. 03344202	Ankit Agarwal		117, Koregaon Park, South main road, Lane No. 4, Pune-411001, Maharashtra		-	-
2	. 10302407	Gopal Chandra Rastogi		Apartment No-1001, 10th Floor, Block No-B1, The Residences Uniworld Resorts, Narsinghpur, Gurgaon, ,12		-	-

List of directors of STL Networks Limited

24

				2004, Haryana	2004, Haryana
	3	. 01991389	Praveen Cherian	1B, Eastwood Layout,Harlur Road, Bengaluru- 560102		-		-
	d. Lists of Shareholders of Sterlite Technologies Limited is					as follows:
	Sr. No.	Name of Shareholder			Address		No. of Equity Shares held in the First Applicant Company
	A.	Promoter & Promoter Group:
	1.	Jyoti Agarwal			117, Koregaon Park, South main road, Lane No. 4, Pune-411001, Maharashtra		11,500
	2.	Navin Kumar Agarwal			Soham, 8/738, Behramji Gamadia Road, Mumbai-400026		2,86,945
	3.	Pravin Agarwal			117, Koregaon Park, South main road, Lane No. 4, Pune-411001, Maharashtra		50,000
	4.	Pratik Pravin Agarwal			403-A, 3rdfloor, Samudra Mahal, A-Wing, Opp Lotus,DR A.B.Road, Worli Mumbai, 400018		52,500
	5.	Ankit Agarwal			117, Koregaon Park, South main road, Lane No. 4, Pune-411001, Maharashtra		8,38,676
	6.	Ruchira Agarwal			Soham, 8/738, Behramji Gamadia Road, Mumbai-400026		16,000

25

7.	Sonakshi Agarwal	Sonakshi Agarwal	Sonakshi Agarwal	403-A, 3rdfloor, Samudra Mahal, A-Wing, Opp Lotus,DR A.B.Road, Worli Mumbai, 400018	403-A, 3rdfloor, Samudra Mahal, A-Wing, Opp Lotus,DR A.B.Road, Worli Mumbai, 400018	21,000
8.	Anil Kumar Agarwal			Flat 2 42 Hill Street London W1J5NU GB		0
9.	Vedanta Limited			1st Floor, C wing, Unit 103, Corporate Avenue Atul Projects, Chakala, Andheri (East), Mumbai City, Mumbai, Maharashtra, India, 400093		47,64,295
10.	Pravin Agarwal Family Trust			4th Floor, Godrej Millennium, Koregaon Road 9, STS 12/1, Pune, Maharashtra, India, 411001		100
11.	Twinstar Overseas Limited			C/o IQ EQ Corporate Services (Mauritius) Ltd 33, Edith Cavell Street, Port Louis 11324, Mauritius		20,94,02,750
B.	Public Shareholders					27,21,28,844
Total						48,75,72,610
e. Lists of Shareholders of STL Networks Limited				is as follows:
Sr. No.		Name of Shareholder	Address		No. of Equity Shares held in the Second Applicant Company
Promoter and Promoter Group
1.		Sterlite Technologies Limited	4th Floor, Godrej Millennium, Koregaon Road 9,STS 12/1,		49,994

26

		Pune, Maharashtra, India, 411001
2.	Sterlite Technologies Limited jointly with Sumit Mukherjee	4th Floor, Godrej Millennium, Koregaon Road 9, STS 12/1, Pune, Maharashtra, India, 411001	1
3.	Sterlite Technologies Limited jointly with Venkatesh Murthy	4th Floor, Godrej Millennium, Koregaon Road 9, STS 12/1, Pune, Maharashtra, India, 411001	1
4.	Sterlite Technologies Limited jointly with Ankit Agarwal	4th Floor, Godrej Millennium, Koregaon Road 9, STS 12/1, Pune, Maharashtra, India, 411001	1
5.	Sterlite Technologies Limited jointly with Gopal Rastogi	4th Floor, Godrej Millennium, Koregaon Road 9, STS 12/1, Pune, Maharashtra, India, 411001	1
6.	Sterlite Technologies Limited jointly with Badri Gomatam	4th Floor, Godrej Millennium, Koregaon Road 9, STS 12/1, Pune, Maharashtra, India, 411001	1
7.	Sterlite Technologies Limited jointly with Mrunal Dixit	4th Floor, Godrej Millennium, Koregaon Road 9, STS 12/1, Pune, Maharashtra, India, 411001	1
TOTAL			50,000

The pre and post scheme shareholding pattern (including Promoter and Promoter Group) of Sterlite Technologies Limited and STL Networks Limited are annexed hereto as ‘ Annexure I1 ’ and ‘ Annexure I2 ’.

4. THE IMPACT OF DEMERGER ON REVENUE GENERATING CAPACITY

The business presently undertaken by the Sterlite Technologies Limited (directly and indirectly) comprises of the Optical Network Business (‘ONB’), Global Services Business (‘GSB’) and Digital Business, each of which have different requirements and are operated independent of each other as separate business verticals.

The segregation of the Global Services Business undertaking would not impact the revenue

27

generating capacity of the remaining business of the Company related to the Optical network Business and Digital Business. Further, the demerger would unlock value of each business vertical of the Company thereby enhancing its business operations with more efficient management control and independent strategies thus positively impacting its revenue generating capacity of the Optical network Business and Digital Business.

5. NEED FOR DEMERGER/ RATIONALE OF THE SCHEME/ SYNERGIES OF THE BUSINESS OF THE ENTITIES INVOLVED IN THE SCHEME

• I. The Global Services Business and other business verticals of the Demerged Company have been commenced and nurtured over different periods of time. They are currently at different stages of growth and maturity with each having distinct market dynamics, geographic focus, strategy, capital requirements and investor interest. The Demerged Undertakings and the Remaining Undertaking have both achieved scale and experience to sustain business independently in terms of profitability, turnover, order book, customer profile, talent, etc. Hence, segregation of the Demerged Undertaking into a separate entity would enable focused managements to explore the potential business opportunities more effectively and efficiently in the respective business;

• (a) The nature of opportunities, growth areas, risk and competition inherent in the Global Services Business is distinct from the Remaining Undertaking of the Demerged Company, since it is subject to distinct business cycle and market structure, necessitating different management approaches, focus and it is capable of attracting different set of investors, strategic partners, talent, lenders and other stakeholders.

• (b) Further growth and expansion of the Global Services Business would require a differentiated strategy aligned to its industry specific risks, market dynamics and growth trajectory. Moreover, the Global Services Business has now reached a meaningful scale and will be able to benefit by becoming independently focused company.

• (c) The Government of India’s commitment to BharatNet phase three, which is a $10 billion plus program, gives an opportunity to the Demerged Company to grow its core business, i.e. the Optical Network Business and also provides consequent opportunities for the Global Services Business. Similarly, the Demerged Company is seeing an acceleration on the 5G deployment front which is driving requirement for fiber roll-out for network. In light of the above, there is a need for the activities of the Global Services Business and the other businesses of the Demerged Company to be organized and managed in a distinct way to tap in on the opportunities arising from the growing demand of telecom infrastructure in the country.

• II. Thus, the Demerger is expected to lead to following benefits:

• (a) allowing respective businesses to create a strong and distinct platform which enables greater flexibility to pursue long‐term objectives;

• (b) better alignment of the respective businesses to its customers and to improve competitiveness, operational efficiencies and strengthen its position in the relevant marketplace resulting in a more sustainable long-term growth and competitive edge;

• (c) enabling accelerated growth of ONB and allowing the GSB to explore suitable strategies to fund its growth plans;

• (d) creation of an independent company focusing exclusively on GSB and exploring opportunities in the said sector. The independent company can attract different sets of

28

investors, strategic partners, lenders and other stakeholders having a specific interest in the GSB;

• (e) the Demerger and consequent issue of equity shares by the Resulting Company are proposed to allow shareholders of the Demerged Company and investors to invest in the distinct key businesses and allow shareholders to unlock the value of their investments.

• (f) dedicated and specialized management focus on the specific needs of the respective businesses.

6. COST BENEFIT ANALYSIS OF THE SCHEME

The Scheme is expected to lead to improved competitiveness, operational efficiency and strengthen the position in the marketplace for both the Demerged Company and Resulting Company. This would strengthen competitive advantage in the long run and is expected to offset the cost due to implementation of the Scheme.

Impact of the Scheme on the Shareholders

Upon the Scheme becoming effective, pursuant to the transfer and vesting of GSB Undertaking of the Demerged Company into Resulting Company, and in consideration for the said transfer, the shareholders of the Demerged Company shall be issued and allotted fully paid up equity shares in the Resulting Company as per the Share Entitlement Ratio. Accordingly, the overall economic interest of the equity shareholders of the Demerged Company shall remain same in both the Demerged and the Resulting Company. Further, there is no proposed change in the shareholding pattern of the Company pursuant to the said Scheme.

There will be no change in the shareholding pattern of the Company as a result of the demerger pursuant to the Scheme and that the Resulting Company’s shareholding pattern will mirror the shareholding pattern of the Company as a consequence of the effectiveness of the Scheme. The equity shares of Resulting Company so issued and allotted as provided above shall be listed on the Stock Exchanges.

In light of the above, the proposed Scheme is expected to be beneficial to the Company and its shareholders and all other stakeholders at large and is not detrimental to any of the shareholders of the Company.

7. Statement disclosing details of Arrangement as per sub-section 3 of Section 230 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016

No	Particulars	Sterlite Technologies Limited	STL Networks Limited
(i)	Details of the order of the NCLT directing the calling, convening and conducting of the meeting
a.	Date of Order	17 April 2024 and 15 May 2024

29

b.	Date, time and venue of the meeting	Wednesday, 10 July 2024 at 12:00 p.m. (IST) through video conferencing	Not Applicable
(ii)	Details of the Companies including
a	Corporate Identification Number (CIN)	L31300PN2000PLC202408	U72900PN2021PLC199875
b	Permanent Account Number (PAN)	AAECS8719B	ABFCS8040P
c	Name of Company	Sterlite Technologies Limited	STL Networks Limited
d	Date of Incorporation	24 March 2000	26 March 2021
e	Type of Company	Listed Public Limited Company	Public Limited Company
f	Registered Office address	4th Floor, Godrej Millennium, Koregaon Road 9, STS 12/1, Pune, Maharashtra,India,411001	4th Floor, Godrej Millennium, Koregaon Road 9, STS 12/1, Pune, Maharashtra,India,411001
	E-mail address	secretarial@stl.tech	secretarial@stl.tech
g	Summary of the main object as per the Memorandum of Association;	Refer clause ii (E) of this statement	Refer clause iii (D) of this statement
g	Summary of the main business carried on by the Company	Refer clause ii (G) of this statement	Refer clause iii (F) of this statement
h	Details of change of name, Registered Office and objects of the Company during the last five years	The Registered office of the first applicant company was shifted from the jurisdiction of RoC-Mumbai to the RoC- Pune with effect from 6 July 2021. There were no changes in the name and objects of the Company during the last five years.	There were no changes in the name, Registered Office and objects of the Company during the last five years.
i	Name of stock exchange(s) where securities of the Company are listed, if applicable	The equity shares of the First Applicant Company are listed on BSE and NSE.	Not Applicable
j	Details of capital structure- Authorized, Issued, subscribed and paid-upshare capital	Refer clause ii (D) of this statement	Refer clause iii (C) of this statement
k	Names of the promoters and	Refer clause 3 (c) and (d) of this statement	Refer clause 3 (c) and (e) of this statement

30

	directors along with their addresses
(iii)	If the scheme of Arrangement relates to more than one company, the fact and details of any relationship subsisting between such companies who are parties to such scheme of Arrangement, including holding, subsidiary or associate companies	The Second Applicant Company is a wholly owned subsidiary of the First Applicant Company.
(iv)	The date of board meeting at which the scheme was approved by the board of directors including the name of directors who voted in favour of the resolution, who voted against the resolution and who did not vote or participate on such resolution	17 May 2023 All directors present in the meeting have voted in favour of the resolution.	17 May 2023 All directors present in the meeting have voted in favour of the resolution.
(v)	Explanatory Statement disclosing details of the scheme of Arrangement including: -
a.	Parties involved in Such Arrangement	Scheme of Arrangement between Sterlite Technologies Limited (‘Demerged Company’) and STL Networks Limited (‘Resulting Company’).
b.	Appointed Date	01 April 2023
c.	Effective Date	As defined in the Scheme of Arrangement.
d.	Share Exchange Ratio and other considerations, if any	1 (one) fully paid up equity share of Rs. 2/- (Rupees Two only) each of the Resulting Company shall be issued and allotted for every 1 (one) fully paid up equity shares of Rs. 2/- (Rupees Two only) each held in the Demerged Company” (“ShareEntitlementRatio”).
e.	Summary of valuation report (if applicable) including basis of valuation and fairness opinion of the registered valuer, if any; and the declaration that the valuation reports is available for inspection at the registered office of the	The Company has obtained the Report on Share entitlement Ratio from SSPA & Co., Chartered Accountants (‘Annexure C') and Fairness Opinion on the share entitlement Ratio received from the Merchant Banker (‘Annexure D'). The same shall be available at the Registered Office of the Company for inspection.

31

	company
f.	Details of capital or debt restructuring, if any	NIL
g.	Rationale for the Arrangement	Refer clause iv of this statement.
h.	Benefits of the compromise or arrangement as perceived by the Board of directors to the company, members, creditors and others (as applicable)	Refer clause iv of this statement.
i.	Amount due to unsecured Creditors	As on 31 October 2023, the total value of unsecured creditors is approx. INR 21,42,09,50,988/- (Rupees Twenty One Billion Forty Two Crore Nine Lakh Fifty Thousand Nine Hundred and EightyEight only)	As on 31 October 2023, the total value of unsecured creditors is approx. INR 2,83,900/- (Rupees Two Lakh Eighty Three Thousand Nine Hundred only)
(vi)	Disclosure about effect of the Arrangement on:
a	Key Managerial personnel (KMP) (other than Directors)	The Directors, KMP and their respective relatives of First Applicant Company and Second Applicant Company may be affected only to the extent of their shareholding in respective companies and to the extent that the said Directors / KMP are the partners, directors, members of the companies, firms, association of persons, bodies corporate and/or beneficiary of trust that hold shares in the said companies, if any. Save as aforesaid, none of the Directors / KMP of the said companies have any material interest in the Scheme.
b	Directors
c	Promoters	The Promoters and Non-Promoters of the First Applicant Company and Second Applicant Company may be affected only to the extent of their shareholding in First Applicant Company and Second Applicant Company.
d	Non-promoter members
e	Depositors	Not applicable
f	Creditors	No adverse effect since there will be no reduction in their claims and the assets of Applicant Companies post- demerger willbemore thansufficient to discharge theirclaims.
g	Debenture holders	With regards to the debenture holders of First Applicant Company, there will be no material effect pursuant to the Scheme as the debentures of the First Applicant Company will not be transferred to the Second Applicant Company. As there are no debenture holders and debenture trustee in Second Applicant Company, the effect of the Scheme on them do not arise.

32

h	Deposit trustee & Debenture trustee	As there are no depositors, deposit trustee, debenture holders and debenture trustee in Second Applicant Company, the effect of the Scheme on them do not arise. As there are no depositors and deposit trustee in First Applicant Company, the effect of the Scheme on the depositors and deposit trustee on First Applicant Company do not arise. With regards to the debenture trustee of First Applicant Company, there will be no material effect pursuant to the Scheme of Arrangement as the debentures of the First Applicant Company will not be transferred to the Second Applicant Company.
i	Employees of the company	All employees of the Demerged Company engaged in or in relation to the Demerged Undertaking and who are in such employment as on the Effective Date shall be transferred to and become the employees of the Resulting Company with effect from the Effective Date (the “Transferred Employees”) on the same terms and conditions of employment on which they are engaged by the Demerged Company without any break or interruption in service for the purpose of calculating retirement benefits. The Resulting Company undertakes to continue to abide by any agreement/settlement entered into by the Demerged Company with any employee of the Demerged Company in relation to the Transferred Employees.	No effect
(vii)	Disclosure about effect of Arrangement on material interest of Directors
	Directors	The Directors of the Applicant Companies may be deemed to be concerned and/or interested in the Scheme to the extent of their shareholding in the Applicant Companies, or to the extent the said Directors are common Directors in the Transferor Company and the Transferee Company, or to the extent the said Directors are the partners, directors, members of the companies, firms, association of persons, bodies corporate and/or beneficiary of trust, that hold shares in the Transferor Company and the TransfereeCompany.

33

	Key Managerial personnel	There shall be no material effect of Scheme on any of the Key Managerial Personnel.	Not applicable
	Debenture Trustee	There shall be no material effect of Scheme on Debenture Trustee as the debentures of the First Applicant Company will not be transferred to the Second Applicant Company.	Not Applicable
(viii)	Investigation or proceedings, if any, pending against the company under the Act	No investigation or proceedings is pending against the First Applicant Company and Second Applicant Company.
(ix)	Details of the availability of the following documents for obtaining extract from or for making or obtaining copies of or inspection by the members and creditors:
(a)	Latest Audited Financial Statements of the Company including consolidated financial statements	Available at Registered Office of the Company between 10:00 a.m.to 5:00 p.m. on all working days, except Saturdays, Sundays and Public Holidays, up to 1 (one) day prior to the date of the meeting.
(b)	Copy of the order of Tribunal in pursuance of which the meeting is to be convened or has been dispensed with	Available at Registered Office of the Company10:00 a.m.to 5:00 p.m. on all working days, except Saturdays, Sundays and Public Holidays, up to 1 (one) day prior to the date of the meeting.
(c)	Copy of Scheme of Arrangement	Given as ‘Annexure A’. Available at Registered Office of the Company between 10:00 a.m.to 5:00 p.m. on all working days, except Saturdays, Sundays and Public Holidays, up to 1 (one) day prior to the date of the meeting.
(d)	Contracts or Agreements material to the compromise or arrangement	There were no contracts or agreements material to the Scheme of Arrangement.
(e)	The certificate issued by the Auditor of the company to the effect that the accounting treatment, if any, proposed in the scheme of compromise or arrangement is in conformity withthe	Given as ‘Annexure N1’and ‘Annexure N2’. Available at Registered Office of the Company10:00 a.m.to 5:00 p.m. on all working days, except Saturdays, Sundays and Public Holidays, up to 1 (one) day prior to the date of the meeting.

34

	Accounting Standards prescribed under Section 133 of the Companies Act,2013
(f)	Such other information or documents as the Board or Management believes necessary and relevant for making decision things for or against the scheme	Nil
(x)	Details of approvals, sanctions or no- objection(s), if any, from regulatory or any other governmental authorities required, received or pending for the proposed scheme of compromise or arrangement	Approval of the National Company Law Tribunal is required for the proposed Scheme. In this regard, the Company Application is pending for disposal before Hon’ble Mumbai Bench of NCLT. As per the directions of Hon’ble Mumbai Bench of NCLT, notice under Section 230(5) of Companies Act, 2013 is being given to: 1. Central Government through the office of Regional Director (Western region), Mumbai 2. Jurisdictional Registrar of Companies at Pune 3. Income Tax Authority 4. Nodal Authority in the Income Tax Department 5. Jurisdictional GST Authority 6. BSE 7. NSE 8. SEBI 9. Ministry of Corporate Affairs
(xi)	A statement to the effect that the persons to whom the notice is sent may vote in the meeting either in person or by proxies, or where applicable, by voting through electronicmeans	Since this Meeting is being held through VC/ OAVM, physical attendance of thesecured creditorshas been dispensed with. Accordingly, the facility for appointment of proxies by thesecured creditorswill not be available for the Meeting.

8. General

The following additional documents will be open for inspection to the Secured Creditors of the First Applicant Company at its Registered Office between 10:00 a.m. to 5:00 p.m. on all working days, except Saturdays, Sundays and Public Holidays, up to 1 (one) day prior to the date of the meeting:

• (i) Papers and proceedings in CA (CAA)/24/MB/2024 including certified copy of the Order of the Mumbai Bench of the National Company Law Tribunal in the said Company Application directing the convening and holding of the meetings of the Secured Creditors of the Applicant Company;

• (ii) Memorandum of Association and Articles of Association of the First Applicant Company; (iii) Valuation report issued by Registered Valuer.

• (iv) Register of Directors and Shareholders of the First Applicant Company.

• (v) Audited Financial Statements for the year ended on 31[st] March, 2023 of the First Applicant Company.

35

• (vi) Copies of the resolutions passed by the respective Board of Directors of Applicant Companies dated 17 May 2023 approving the Scheme.

Sd/-

Bangalore Jayaram Arun

Chairman Appointed for the Meeting

DIN: 02497125

Date: June 07, 2024

Place: Pune

Registered Office:4th Floor, Godrej Millennium, Koregaon Road 9,

STS 12/1, Pune, Maharashtra 411001, India

36

ANNEXURE 1

FORM NO. MGT-12

POLLING PAPER

[Pursuant to section 109(5) of the Companies Act, 2013 and rule 21(1)(c) of the Companies (Management and Administration) Rules, 2014]

Name of the Company: Sterlite Technologies Limited CIN: L31300PN2000PLC202408 Registered Office: 4th Floor, Godrej Millennium, Koregaon Road 9, STS 12/1, Pune, Maharashtra, India, 411001

Sr. No Particulars Details 1. Name of the First Named Creditor (in block letters) 2. Postal Address 3. Folio No. (As mentioned in email communication) 4. Class of Shares N.A. I hereby exercise my vote in respect of Special resolution enumerated below by recording my as dissent to the said resolution in the following manner:	Sr. No Particulars Details 1. Name of the First Named Creditor (in block letters) 2. Postal Address 3. Folio No. (As mentioned in email communication) 4. Class of Shares N.A. I hereby exercise my vote in respect of Special resolution enumerated below by recording my as dissent to the said resolution in the following manner:	Sr. No Particulars Details 1. Name of the First Named Creditor (in block letters) 2. Postal Address 3. Folio No. (As mentioned in email communication) 4. Class of Shares N.A. I hereby exercise my vote in respect of Special resolution enumerated below by recording my as dissent to the said resolution in the following manner:	Sr. No Particulars Details 1. Name of the First Named Creditor (in block letters) 2. Postal Address 3. Folio No. (As mentioned in email communication) 4. Class of Shares N.A. I hereby exercise my vote in respect of Special resolution enumerated below by recording my as dissent to the said resolution in the following manner:
No.	Item	I assent to the resolution	I dissent from the resolution
1.	To consider and approve the Scheme of Arrangement between Sterlite technologies limited (“Demerged Company” or “Company”) and STL Networks Limited (“Resulting Company”) and their respective Shareholders and Creditors
Place: Date:

I hereby exercise my vote in respect of Special resolution enumerated below by recording my assent or dissent to the said resolution in the following manner:

________ Name of the Creditor

37

THIS ABRIDGED PROSPECTUS CONSISTS OF 10 PAGES. PLEASE ENSURE THAT YOU GET ALL THE PAGES

==> picture [80 x 31] intentionally omitted <==

STL NETWORKS LIMITED

CIN: U72900PN2021PLC199875; Date of incorporation : March 26, 2021

REGISTERED OFFICE	CORPORATE OFFICE	CONTACT PERSON		EMAIL AND TELEPHONE
					WEBSITE
4th Floor, Godrej Millennium, Koregaon Road 9, STS 12/1, Pune, Pune, Maharashtra, India,411001	Same as registered office	Amit Deshpande		Email: secretarial@stl.tech Telephone: 020 3051 4000	https://stl.tech/*

* The website of STL Networks Limited is under development. Hence, the website of the promoter i.e. Sterlite Technologies Limited has been provided

ABRIDGED PROSPECTUS

This is an abridged prospectus (“Abridged Prospectus”) prepared solely in connection with the proposed Scheme of Arrangement under Section 230 To Section 232 and other applicable provisions of the Companies Act, 2013 and rules framed thereunder (collectively the “Act”) between Sterlite Technologies Limited (“STL” or “Demerged Company”) and STL Networks Limited (“SNL” or “Resulting Company” or “the Company”) and their respective shareholders and creditors, (hereinafter referred to as the “Scheme”). This Abridged Prospectus discloses applicable information of the unlisted company i.e., SNL, in compliance with the SEBI Circular No. SEBI/HO/DDHS/PoD1/CIR/P/2023/150 dated September 04, 2023 (“SEBI 2023 Circular”) and SEBI Master Circular No. SEBI/HO/DDHS/PoD1/P/CIR/2023/108 dated July 29, 2022 as amended, to the extent applicable (“SEBI Master Circular”)

This Abridged Prospectus is prepared to comply with the requirements of Regulation 37 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the Para 4(a) of Part I of Annex - XII-A of the SEBI Master Circular, setting out details in relation to the Resulting Company, and in accordance with the disclosures required to be made in the format specified for an abridged prospectus in SEBI 2023 Circular.

You may download the Abridged Prospectus along with the Scheme and other relevant documents from the website of the Demerged Company at https://stl.tech/, BSE Limited (“ BSE ”) (www.bseindia.com) and the National Stock Exchange of India (“ NSE ”) (www.nseindia.com) (hereinafter BSE and NSE collectively referred as “ Stock Exchanges ”) where the equity shares of the Demerged Company are listed.

Pursuant to the Scheme, it is proposed to demerge the Global Services Business undertaking (“ Demerged Undertaking ”) of the Demerged Company into the Resulting Company and cancellation of all the issued share capital of the Resulting Company which shall be affected as a part of the Scheme and not in accordance with Section 66 of the Act.

Global Services Business division of the Demerged Company is engaged, both directly and through its subsidiaries, in system integration telecom network solutions and laying/developing private network infrastructure on turn-key project contract basis and provision of related services both in India and overseas, such as, fiber deployment services, managed

Page 1 of 10

services, system integrations services, FTTH deployment services, operations and maintenance of fiber and other MPLS based networks.

The Scheme is subject to approvals of relevant regulatory authorities, such as, amongst others, SEBI/ Stock Exchanges and the relevant benches of Hon’ble National Company Law Tribunal (“ NCLT ”). The Demerged Company has received the Observation Letters dated September 15, 2023 and September 28, 2023 from NSE and BSE respectively, including SEBI comments on the Scheme.

This Abridged Prospectus dated June 7, 2024 should be read together with the Scheme and the notice sent to the shareholders of the Demerged Company.

BRIEF DESCRIPTION OF ISSUE

The Resulting Company is not issuing any non-convertible securities and hence, this clause is not applicable.

GENERAL RISKS

Investors are advised to read the section titled “ Risk Factors ” on page 6 . For taking an investment decision, investors must rely on their own examination of Sterlite Technologies Limited, STL Networks Limited and the Scheme, including the risks involved. This Abridged Prospectus has not been and will not be approved by any regulatory authority in India, including the Securities and Exchange Board of India (“ SEBI ”), any Registrar of Companies or any Stock Exchange in India nor does SEBI guarantee the accuracy or adequacy of the contents of this Abridged Prospectus.

ISSUER’S ABSOLUTE RESPONSIBILTY

The Resulting Company, having made all reasonable inquiries, accepts responsibility for and confirms that the Abridged Prospectus contain all information as per SEB 2023 Circular and SEBI Master Circular and material in the context of the Scheme; that the information contained in the Abridged Prospectus is true and correct in all material respects and is not misleading in any material respect; that there are no other material facts, the omission of which makes the Abridged Prospectus as a whole or any such information misleading in any material respect in relation to the Scheme .

CREDIT RATING	CREDIT RATING	CREDIT RATING
Name of Credit Rating Agency(ies)	Rating(s) obtained	Date(s) of the press release of the Credit Rating Agency
Not Applicable
LISTING
Not Applicable

		PROMOTERS OF SNL	PROMOTERS OF SNL
SR. NO.	NAME	INDIVIDUAL/ CORPORATE	DETAILS OF CORPORATE PROMOTER
1.	Sterlite Technologies Limited	Corporate	STL is a public limited company incorporated on 24 March 2000 under the provisions of the Companies Act, 1956 and having its registered office at 4th Floor, Godrej Millennium, Koregaon Road 9, STS 12/1, Pune 411001, India. The corporate identification number of STL is L31300PN2000PLC202408. The equity shares of STL are listed on both BSE and the NSE. The non-convertible debentures of STL are listed on BSE STL is a global integrator of digital networks and is primarily engaged in designing, manufacturing and marketing of a wide array of optical products and providing information technology/information technology enabled services and network services. The portfolio offerings of STL are categorized into the following business verticals: ► Optical NetworkingBusiness(“ONB”);

Page 2 of 10

► Global Services Business (“ GSB ”); and ► Digital & Technology Solutions (“ DTS ”).

As on May 17, 2023, (being the date of board approval on the Scheme) the Demerged Company holds 50,000 equity shares constituting 100% of the equity share capital of Resulting Company. As on 31 May 2024, the promoter and promoter group of STL hold 44.18% stake in STL.

			BOARD OF DIRECTORS*
Sr. No.	Name	Designation (Independent / Whole time / Executive / Nominee)	Experience & Educational Qualification	Other Directorships
1	Ankit Agarwal DIN: 03344202	Whole time director	Qualification: Ankitholds a Bachelor’s degree from the University of Southern California and an MBA degree from London Business School. He is a strong business development professional skilled in Management, Business Development, Sales Management, Competitive Analysis and Strategy. Experience: Ankit has an over all experience of 14 years with a demonstrated history of working in the telecommunication industry. He is currently the Managing Director of STL. Formerly, Ankit was the CEO of the Connectivity Solutions Business, which he helped expand to over 100 countries and oversaw multiple strategic acquisitions and joint ventures in Italy, Brazil and China. He led STL's launch of first-in-the-world Eco- labelled Certified Optical Products and has been instrumental in formulation of strategic partnerships with operators globally. Prior to STL, Ankit led the Corporate Strategy of Vedanta Resources and played a key role in Vedanta’s strategic transactions including its $8.6 billion acquisition of Cairn India, and $2.6 billion bid for ASARCO. During his time in the Investment Banking division of Deutsche Bank (London) prior to his stint at Vedanta, heplayed a significant role in cross-border	Indian Companies: ► Sterlite Technologies Limited ► STL Optical Tech Limited ► STL Digital Limited ► Twin Star Display Technologies Limited ► Sterlite Innovative Solutions Limited Foreign Companies: ► Sterlite Global Ventures (Mauritius) Ltd ► STL Digital Inc., USA ► PT Sterlite Technologies, Indonesia

Page 3 of 10

			transactions such as Tata Steel’s acquisition of Corus for US$12 billion.
2	Praveen Cherian DIN: 01991389	Non Executive Director	Qualification: He is an Engineer in Electronics and Telecommunications with MBA in Sales and Marketing. . He is serving on the Board of two IT Services companies in India. Experience: He has an over all experience of 27 years. A proven senior executive and a strong strategic thinker, Praveen has three decades of experience in handling high growth teams and business units across multiple industries. He comes with diverse experience ranging from leading large Business Units to Sales, Service Delivery, Marketing & Strategy, Business Operations with both local and international exposure. Prior to joining STL, Praveen was most recently heading the Infrastructure Services business for IBM across India / South Asia region. He has performed various other roles including CEO of Network Solutions, Director and Head - Cloud Services Business, Practice Leader for Asia Pacific region and started his career at Wipro Infotech. He was instrumental in growing the services business of IBM and leading relationships with many of IBM’s strategic clients.	Indian Companies: ► Speedon Network Limited ► Sterlite Telesystems Limited Foreign Companies: ► NIL
3	Gopal Chandra Rastogi DIN: 10302407	Non-Executive Director	Qualification: Gopal has attended the Indian School of Business (ISB) at Hyderabad. He is also a qualified Chartered Accountant from the Institute of Chartered Accountants of India and a Certified Management Accountant from the Institute of Management Accountants (US). Experience: He has an over all experience of 19 years. Gopal has rich experience in the areas of Business Partnering, Corporate & Strategic Planning, Controllership, Financial Reporting, Financial Planning & Analysis, Revenue Assurance, Cash-flow	Indian Companies: ► Speedon Network Limited ► Sterlite Innovative Solutions Limited Foreign Companies: ► NIL

Page 4 of 10

Management and P&L Delivery. He has partnered with Leadership team for Strategy formulation and Implementation across the organisation. Played key role in driving major business transformation. Designed Finance Next and created operational & cost efficiencies resulting to stakeholders value maximisation. Orchestrated globalisation of business and set-up operations from scratch in US, the UK and Germany. Played a pivotal role in acquisition and seamless integration of multi-million dollar targets in the market of UK and Europe mainland.

*As on the date of this Abridged Prospectus

OBJECTS/ RATIONALE OF THE SCHEME

Rationale for demerger of the Demerged Undertaking from the Demerged Company into the Resulting Company

• (i) The Global Services Business and other business verticals of the Demerged Company have been commenced and nurtured over different periods of time. They are currently at different stages of growth and maturity with each having distinct market dynamics, geographic focus, strategy, capital requirements and investor interest. The Demerged Undertakings and the Remaining Undertaking have both achieved scale and experience to sustain business independently in terms of profitability, turnover, order book, customer profile, talent, etc. Hence, segregation of the Demerged Undertaking into a separate entity would enable focused managements to explore the potential business opportunities more effectively and efficiently in the respective business;

• (a) The nature of opportunities, growth areas, risk and competition inherent in the Global Services Business is distinct from the Remaining Undertaking of the Demerged Company, since it is subject to distinct business cycle and market structure, necessitating different management approaches, focus and it is capable of attracting different set of investors, strategic partners, talent, lenders and other stakeholders.

• (b) Further growth and expansion of the Global Services Business would require a differentiated strategy aligned to its industry specific risks, market dynamics and growth trajectory. Moreover, the Global Services Business has now reached a meaningful scale and will be able to benefit by becoming independently focused company.

• (c) The Government of India’s commitment to BharatNet phase three, which is a $10 billion plus program, gives an opportunity to the Demerged Company to grow its core business, i.e. the Optical Network Business and also provides consequent opportunities for the Global Services Business. Similarly, the Demerged Company is seeing an acceleration on the 5G deployment front which is driving requirement for fiber roll-out for network. In light of the above, there is a need for the activities of the Global Services Business and the other businesses of the Demerged Company to be organized and managed in a distinct way to tap in on the opportunities arising from the growing demand of telecom infrastructure in the country.

• (ii) Thus, the Demerger is expected to lead to following benefits:

• (a) allowing respective businesses to create a strong and distinct platform which enables greater flexibility to pursue long‐term objectives;

Page 5 of 10

• (b) better alignment of the respective businesses to its customers and to improve competitiveness, operational efficiencies and strengthen its position in the relevant marketplace resulting in a more sustainable long-term growth and competitive edge;

• (c) enabling accelerated growth of ONB and allowing the GSB to explore suitable strategies to fund its growth plans;

• (d) creation of an independent company focusing exclusively on GSB and exploring opportunities in the said sector. The independent company can attract different sets of investors, strategic partners, lenders and other stakeholders having a specific interest in the GSB;

• (e) the Demerger and consequent issue of equity shares by the Resulting Company are proposed to allow shareholders of the Demerged Company and investors to invest in the distinct key businesses and allow shareholders to unlock the value of their investments;

• (f) dedicated and specialized management focus on the specific needs of the respective businesses.

For further details, please refer to the Scheme.

Unless otherwise defined, capitalized terms used but not defined in this section shall have the same meaning assigned to such terms in the Scheme.

BUSINESS OVERVIEW

Company overview

SNL is an unlisted public company incorporated on March 26, 2021 under the provisions of the Companies Act, 2013 and has its registered office at 4th Floor, Godrej Millennium, Koregaon Road 9, STS 12/1, Pune 411001, India. The Corporate Identification Number of the Resulting Company is U72900PN2021PLC199875.

SNL is a wholly owned subsidiary of STL. Currently, the shares of SNL are not listed on the Stock Exchanges.

The main object of SNL is to provide comprehensive services for network modernization, including design, development, sale and maintenance of telecommunication systems, creating interconnected data centers and providing thereby providing a comprehensive cyber infrastructure.

Product/Service Offering: Yet to commence its business activities

Geographies Served: Not applicable, since the Company does not have any active business operations as on the date of this Abridged Prospectus.

Client Profile or Industries Served: Not applicable, since the Company does not have any active business operations as on the date of this Abridged Prospectus.

Intellectual Property, if any: Nil

Manufacturing plant, if any: Nil

Employee Strength: Nil

Upon the Scheme becoming effective, all employees of STL engaged in or in relation to the Demerged Undertaking shall become employees of SNL.

RISK FACTORS

The risk factors as identified by SNL are as follows:

1. The Company has been incorporated with an object to provide comprehensive telecommunication and cyber infrastructure services.

2. The Company has been incorporated with an object to provide comprehensive telecommunication and cyber

Page 6 of 10

infrastructure services. The completion of implementation of the Scheme is subject to receipt of various approvals, including approval from shareholders and creditors of STL and SNL, regulatory authorities and the NCLT. In the event that these approvals are not received, STL may not be able to effect the transfer of the GSB Undertaking to the Resulting Company, which will result in its inability to complete the Scheme. Further, the objects and benefits mentioned in the Scheme will not be achieved.

1. In accordance with Indian law, permission for listing and trading of Equity Shares shall be granted only after completion of issue and the allotment of the Equity Shares pursuant to the Scheme. The timelines for listing of Equity Shares may vary according to the completion of the actions as listed in the Scheme. Listing of the Equity Shares does not guarantee that a trading market for the Equity Shares would develop. Accordingly, prospective shareholders should be prepared to hold their Equity Shares for an indeterminate period of time.

2. Non-compliance with and changes in, safety, health, environmental and labour laws and other applicable regulations, may adversely affect business operations of the Company.

3. The Company shall face immense competition from both domestic as well as multinational corporations and inability to compete effectively may have adverse impact on the business operations of the Company.

4. Economic slow-down, recession, down-grade in credit ratings, health pandemics, natural calamities would adversely affect the business of the Resulting Company.

5. The Company's inability to effectively manage credit, market and liquidity risk may have an adverse effect on its earnings, capitalization, credit ratings and cost of funds.

6. The Resulting Company’s performance and growth will be dependent on the performance of the Indian and global economy, which in turn, depends on various external factors. The Indian economy has been affected by global economic uncertainties, volatility in interest rates, currency exchange rates, commodity and various other macroeconomic factors as well as regulatory changes. Any downturn in the macroeconomic environment in India could materially and adversely affect the business, prospects, financial condition, results of operations and cash flows of the Company.

7. The Resulting Company’s operations would include usage of IT systems, networks, and communications infrastructure. Any interruptions or breakdowns in such systems could impact the effectiveness of delivering services and updates to the customers. Regular upgradation of IT infrastructure is necessary, without which Company’s ability to efficiently manage its business and deliver accurate information to various internal and external stakeholders could be impaired.

8. Any inability to attract and retain skilled personnel and other talented professionals or any loss of senior management or other talented professionals may adversely impact the Resulting Company's business.

FINANCIAL HIGHLIGHTS

The key operational and financial parameters of the Resulting Company based on the audited standalone financials are given below:

			(INR in hundreds)
**Balance Sheet **	FY2024	FY2023	FY2022
Property, Plant and Equipment (including Capital Work in Progress and Investment Property)	-	-	-
Intangible Assets (including Intangible Assets under Development)	-	-	-
Financial Assets(Current and Non-current)	-	-	-
Other Non-Current assets	-	-	-
Current assets	2,893	4,513	4,513

Page 7 of 10

Total Assets	2,893	4,513	4,513
Financial Liabilities (Current and Non-Current) - Borrowings (including interest) - Other Financial Liabilities	-	-	-
Non-Current Liabilities	-	-	-
Current Liabilities	2,637	2,419	1,000
Provisions	-	-	-
Total Liabilities	2,637	2,419	1,000
Equity (EquityShare Capital and Other Equity)	255	2,094	3,513
Total Equity and Liabilities	2,893	4,513	4,513
Profit and Loss
Total revenue from operations	-	-	-
Other Income	-	-	-
Total Income	-	-	-
Total Expenses	1,838	1,419	1,487
Profit/ loss for theperiod	(1,838)	(1,419)	(1,487)
Other Comprehensive income	-	-	-
TotalComprehensive Income	(1,838)	(1,419)	(1,487)
Earnings per equity share: (a) basic; and (b)diluted	(0.04)	(0.03)	(0.03)
Cash Flow
Netcash(usedin)/ generatedfromoperatingactivities (A)	(2,745)	-	-
Netcash(usedin)/ generatedfrom investingactivities (B)		-	-
Net cash(used in)/generated from financingactivities(C)		-	4,513
Net Increase/ (decrease) inCash and Cash Equivalents	(2,745)	-	4,513
OpeningBalance of Cash and Cash Equivalents	4,513	4,513	-
Cash and cash equivalents at end of the period	1,768	4,513	4,513

Note: STL Networks Limited does not have any subsidiaries and hence, the Company does not prepare consolidated financial statements.

OBJECTS OF THE ISSUE Not Applicable

ISSUE PROCEDURE Not Applicable

DEBT-EQUITY RATIO FOR	FY 2023-2024(AUDITED)
Particulars	Amount(INR hundreds)
Debt	-
Total Debt	-
Shareholders’Funds
EquityShare Capital	5,000
Reserves and Surplus	(4,745)
Total Shareholders’ Funds	255
Debt-Equity Ratio(no. of times)	0

	SHAREHOLDING PATTERN (PRE-SCHEME)	SHAREHOLDING PATTERN (PRE-SCHEME)
Sr. No.	Particulars	Number of shares of Rs. 10 Face Value	% of holding
1.	Promoter andPromoterGroup	50,000*	100%
2.	Public	-	-

Page 8 of 10

Total 50,000 100%

* Includes 6 nominee shareholders who hold 6 equity shares together with STL. Beneficial interest is with STL.

Note: Upon the Scheme becoming effective, shareholders of STL will be allotted equity shares of SNL in accordance with Clause 16 of the Scheme and therefore, will become equity shareholders of SNL. The Promoter and Promoter Group of STL shall be the Promoter and Promoter group of SNL in terms of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.Further, pursuant to the Scheme all the issued share capital of the Resulting Company held by STL shall be cancelled.

SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION

• A. Total number of outstanding litigations as on April 30, 2024 by and against the Resulting Company, its Directors, Promoters and Subsidiaries and the total amount involved:

				Disciplinary		Aggreg
Name of entity	Criminal Proceedings	Tax Proceeding s	Statutory or Regulatory Proceedings	actions by the SEBI or Stock Exchanges against our	Material Civil Litigatio ns^	ate amount involve d (Rs in crores)*
				Promoters		*
Company(SNL)
By the
Company	-	-	-	-	-	-
(SNL)
Against
the
Company	-	-	-	-	-	-
(SNL)
Directors
By our
Directors	-	-	-	-	-	-
Against
the	-	-	-	-	-	-
Directors
Promoters(STL)
By
Promoters	3	2	-	-	11	1,331
(STL)
Against
Promoters	2	2	2	-	8	1,151
(STL)
Subsidiaries*
By
Subsidiarie
s Against			Not applicable
Subsidiarie
s

• Resulting Company does not have any subsidiaries

** to the extent ascertainable

^ Civil litigations involving amount of more than INR 7 crores are considered to be material

B. Brief details of top 5 material outstanding litigations against the Company and amount involved as on March 31, 2024

Page 9 of 10

		Litigation filed by
Sr. No.	Particulars		Current status	Amount involved
Nil

• C. Any litigation or legal action pending or taken by a Government Department or a statutory body or regulatory body during the three years immediately preceding the year of the Scheme against the promoter of the Company, if any

• a. STL paid Rs 1,27,440 on November 28, 2022, and Rs 1180/- on February 3, 2023 respectively, for delay in submission of intimation under regulation 57(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, inter alia, informing about payment of interest/redemption of Commercial Papers of the Company. However, interest payment was made to the investor as per the record date.

• D. Brief details of outstanding criminal proceedings against Promoters

• a. Station House Officer/Incharge, Police Station, Domana, Jammu (the “PS Domana”) filed a first information report dated January 20, 2017 (the “ FIR ”) registered under Sections 337 and 304A of the erstwhile Jammu and Kashmir State Ranbir Penal Code, 1932 against STL and its employees in connection with a car accident, resulting in the death of five people and injury to two people. STL filed a petition under Section 561-A of the Code of Criminal Procedure, 1973 before the High Court of Jammu and Kashmir (the “High Court”) (the “Petition”) against the State of Jammu and Kashmir (the “Respondent No. 1”) and PS Domana seeking inter alia, quashing of the FIR. STL also filed a miscellaneous application before the High Court seeking a stay on the FIR and the investigation being conducted against our Company until the final outcome of the Petition. The matter is currently pending.

• b. STL appealed to CESTAT, Mumbai against a Commissioner's order regarding two show cause notices under the Customs and Excise Acts, contesting an INR15 crore customs fine for FY 2002-2003. CESTAT's June 17, 2005, order rejected STL's claims, leading STL to challenge it. Meanwhile, the Commissioner accused STL and others of selling duty-free imported goods domestically, violating the EOU Scheme, and sought legal action for unpaid duties and fines totalling ₹183.67 crore. STL filed a special leave petition and a civil appeal with the Supreme Court, alleging violations of justice principles, and sought settlement under the Sabka Vishvas Scheme for ₹84.33 crore in excise duties. STL settled by paying ₹39.17 crore, but the appeal over the remaining ₹15 crore is still pending.

MATERIAL DEVELOPMENTS

Not Applicable

DECLARATION BY THE COMPANY

We, hereby, declare that all applicable provisions in connection with the Scheme, including under the Companies Act 2013, and the directions/ regulations issued by Government of India or SEBI or any other competent authorities in this respect from time to time, as the case may be, have been complied with and no statement made in the Abridged Prospectus is contrary to the such requirements. We, further certify that the Abridged Prospectus does not omit disclosure of any material information that may make the statements made herein, in the light of the circumstances in which they were made, misleading and that all statements in the Abridged Prospectus are true and correct in all material respects.

For and on behalf of STL Networks Limited

ANKIT KUMAR Digitally signed by ANKIT KUMAR AGARWAL AGARWAL Date: 2024.06.07 13:27:16 +05'30'

Name: Ankit Agarwal Designation: Director DIN: 03344202 Date: June 7, 2024 Place: Mumbai

Page 10 of 10