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Sterlite Technologies Limited. Proxy Solicitation & Information Statement 2026

Jan 28, 2026

59411_rns_2026-01-28_b38173c2-9d60-47fc-be80-72e445db1a0a.pdf

Proxy Solicitation & Information Statement

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www.stl.tech

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January 28, 2026

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.

Scrip ID - STLTECH

BSE Limited

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

Scrip Code - 532374

Sub.: Submission of Postal Ballot Notice - Intimation under Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”)

Dear Sir/Madam,

In terms of Regulation 30 read with Schedule III of the Listing Regulations, we hereby submit a copy of Postal Ballot Notice (‘Notice’) dated January 23, 2026 together with the Explanatory Statement setting out the material facts and reasons thereof and additional information as required under the Listing Regulations forming part of this Notice which is being sent to the Members of the Company, seeking approval of the Members by way of Special Resolutions in respect of the below mentioned agenda through remote e-voting process only:

1. To consider and approve re-appointment of Mr. Bangalore Jayaram Arun (DIN: 02497125) as an Independent Director of the Company.

2. To consider and approve appointment of Mr. Sathia Jeeva Krishnan Chidambara (DIN: 02179550) as an Independent Director of the Company.

In accordance with the applicable laws, the aforesaid Notice is being sent electronically to those Members whose names appear in the Register of Members or Register of Beneficial Owners maintained by the Depositories as on the cut-off date i.e., January 23, 2026 received from the Depositories and whose e-mail address is registered with the Company/ M/s. KFin Technologies Limited, Registrar and Transfer Agent (‘KFin’)/ Depositories/ Depository Participant. The voting rights of the Members shall be in proportion to their shares of the paid-up equity share capital of the Company as on the cut-off date.

The Company has engaged the services of KFin for providing e-voting facility to all its Members. The details of the procedure to cast the vote forms part of the ‘Notes’ section of the Notice.

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

Commencement of e-voting Friday, January 30, 2026 (10:00 am IST)
End of e-voting Saturday, February 28, 2026 (5:00 pm IST)

The same is also being uploaded on the website of the Company at https://www.stl.tech/ and on the website of KFin at https://evoting.kfintech.com.

Kindly take the same on record.

Yours faithfully,

For Sterlite Technologies Limited

MRUNAL Digitally signed by MRUNAL ASAWADEKAR ASAWADEKAR Date: 2026.01.28 17:15:53 +05'30'

Mrunal Asawadekar

Company Secretary & Compliance Officer Membership No.: A 24346

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

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STERLITE TECHNOLOGIES LIMITED

CIN: L31300PN2000PLC202408 Regd. Office: 4th Floor, Godrej Millennium, Koregaon Road 9, STS 12/1, Pune- 411001, Maharashtra, India Email: [email protected]; Website: www.stl.tech; Phone: +91 20 30514000; Fax: +91 20 30514113

POTAL BALLOT NOTICE

[Pursuant to Section 108 and 110 of the Companies Act, 2013 read with Rule 22 and Rule 20 of the Companies (Management and Administration) Rules, 2014]

To,

The Members of Sterlite Technologies Limited,

NOTICE is hereby given that resolution as set out below is proposed for approval by the Members of Sterlite Technologies Limited ( “the Company” ) by means of Postal Ballot, only by way of e-voting process ( “e-voting” ) being provided by the Company to all its Members to cast their votes electronically, pursuant to Section 108 and 110 of the Companies Act, 2013 ( “the Act” ) and other applicable provisions of the Act read with Rule 22 and 20 of the Companies (Management and Administration) Rules, 2014 ( “the Rules” ) and other applicable rules made thereunder, Secretarial Standard on General Meetings ( “SS-2” ) issued by the Institute of Company Secretaries of India, Securities and Exchange Board of India ( “SEBI” ) (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( “Listing Regulations” ), General Circular Nos. 14/2020 dated April 08, 2020 and 17/2020 dated April 13, 2020 read with other relevant circulars, including General Circular No. 10/2022 dated December 28, 2022, and General Circular No. 09/2024 dated September 19, 2024 the latest one being , General Circular No. 03/2025 dated September 22, 2025 and other applicable circulars issued by the Ministry of Corporate Affairs ( “MCA Circulars” ), and Circular Nos. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 and SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021, SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022 and SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated January 5, 2023 issued by the SEBI ( “SEBI Circulars” ) and other applicable laws, rules and regulations (including any statutory modification(s) or reenactment(s) thereof for the time being in force and as amended from time to time).

In compliance with Regulation 44 of the Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the Rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolution is restricted only to e-voting i.e., by casting votes electronically instead of submitting postal ballot forms. Accordingly, the Postal Ballot Notice along with the instructions for e-voting is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depository Participant(s). The details of the procedure to cast the vote form part of the Notes to this Notice.

The Board of Directors, at its meeting held on January 23, 2026, 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 Scrutinizer for conducting the Postal Ballot, through e-voting process, in a fair and transparent manner and they have communicated their willingness to be appointed for the said purpose.

Members are requested to read the instructions in the Notes provided in this Postal Ballot Notice to cast their votes electronically. The votes can be cast not later than 5:00 p.m. (IST) on Saturday, February 28, 2026.

The Scrutinizer will, after conclusion of e-voting, scrutinize the votes cast, make a Scrutinizer’s report of the votes cast in favour or against, if any and submit it to the Chairman or a person authorised by him in writing who shall countersign the same. The Chairman or any other person authorised by the Chairman shall declare the results not later than 2 (two) working days of the conclusion of the e-voting. The said results along with

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the report of the Scrutinizer will also be placed on the website of the Company at www.stl.tech, the website of KFin Technologies Limited ( “KFin” ), Registrar & Transfer Agent ( “RTA” ) of the Company at https://evoting.KFin.com and shall also be displayed at the registered office of the Company. The results shall simultaneously be submitted to the Stock Exchange(s) and be made available at www.bseindia.com and www.nseindia.com. The resolution will be deemed to be passed on Saturday, February 28, 2026 subject to receipt of the requisite number of votes in favour of the resolution.

SPECIAL BUSINESS:

1. To consider and approve re-appointment of Mr. Bangalore Jayaram Arun (DIN: 02497125) as an Independent Director of the Company.

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

“RESOLVED THAT in accordance with the provisions of Sections 149, 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Qualifications of Directors) Rules, 2014, Regulation 17 and other applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), and based on the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors, the consent of the members of the Company be and is hereby accorded for the reappointment of Mr. Bangalore Jayaram Arun (DIN: 02497125), who was appointed as an Independent Director of the Company by the members for the term up to January 19, 2026, not liable to retire by rotation, being eligible for re-appointment for a second term and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his candidature to the office of Director of the Company, be and is hereby re-appointed as an Independent Director of the Company, to hold office for the second term of 5 (five) consecutive years on the Board of the Company with effect from January 20, 2026 to January 19, 2031, and whose office shall not be liable to retire by rotation.

RESOLVED FURTHER THAT the Board of Directors of the Company (including its Committee thereof) or Company Secretary be and is hereby severally authorised to do all such acts, deeds, matters and things as may be necessary, expedient and desirable for the purpose of giving effect to this resolution.”

2. To consider and approve appointment of Mr. Sathia Jeeva Krishnan Chidambara (DIN: 02179550) as an Independent Director of the Company.

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

RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, 161, Schedule IV and other applicable provisions of the Companies Act, 2013 (“the Act”) read with the Rules framed thereunder, and applicable provisions of SEBI Listing Regulations (including any statutory modification or re-enactment(s) thereof for the time being in force), the Articles of Association of the Company, approvals and recommendation of the Nomination and Remuneration Committee and that of the Board of Directors, Mr. Sathia Jeeva Krishnan Chidambara (DIN 02179550) as an additional Non-executive Director in capacity of Independent Director of the Company, effective January 14, 2026 who meets the criteria for independence under Section 149(6) of the Act and the Rules made thereunder and Regulation 16(1)(b) of the LODR Regulations and in respect of whom the Company has received a notice in writing from a member under Section 160(1) of the Act, be and is hereby appointed as an Independent Director of the Company to hold office for the first term of 2 (two) consecutive years on the Board of the Company with effect from January 14, 2026 to January 13, 2028, and whose office shall not be liable to retire by rotation.

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RESOLVED FURTHER THAT Board of Directors or any committee thereof be and is hereby authorized to do all such acts, deeds, matters and things and execute such documentation as may be necessary to give effect to this Resolution.”

By order of the Board of Directors of Sterlite Technologies Limited

Mrunal Asawadekar

Company Secretary & Compliance Officer (ACS 24346) 4[th] Floor, Godrej Millennium, Koregaon Road 9, STS 12/1, Pune 411001

Date: January 23, 2026 Place: Pune

NOTES:

  1. The Explanatory Statement pursuant to Section 102 of the Act read with Section 110 of the Act and Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 ( “Rules” ) as amended, setting out the material facts relating to the special businesses to be transacted as mentioned in Item No. 1 & 2 is annexed to the Postal Ballot Notice.

  2. In accordance with the MCA Circulars and the Listing Regulations, this Notice is being sent electronically to those Members whose names appear in the Register of Members or Register of Beneficial Owners maintained by the Depositories as on the cut-off date i.e., Friday, January 23, 2026 ( “Cut-off Date” ) received from the Depositories and whose e-mail address is registered with the Company /KFin / Depositories / Depository Participant ( “DPs” ).

  3. The Notice is being sent in electronic form only and the physical copy of the Notice along with the Postal Ballot Form and pre-paid business envelope will not be sent to the Members. Accordingly, the communication of the assent or dissent of the Members would take place through e-voting system only.

  4. The voting rights of the Members shall be in proportion to their share of the paid-up equity share capital of the Company as on the cut-off date i.e., closure of Friday, January 23, 2026.

  5. A person who is not a Member as on the cut-off date should treat this Notice for information purpose only.

  6. The Notice will also be available on the Company’s website www.stl.tech, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of KFin at https://evoting.KFin.com

  7. Members whose e-mail address is not registered and who wish to receive the Notice(s), Annual Report and all other communications by the Company, from time to time may get their e-mail address registered by submitting Form ISR-1 to KFin at [email protected] or to the Company at [email protected] However, for the shares held in demat form, Members are requested to write to their respective DPs.

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  1. The Company has engaged the services of KFin Technologies Limited ( “KFin” ) as the agency to provide e- voting facility. The instructions for e-voting are provided in the Postal Ballot Notice and Members may cast their vote by following the instructions provided in the Notes to the Notice.

  2. The Postal Ballot e-voting facility will be available during the following period:

Commencement of e-voting January 30, 2026 at 10:00 am End of e-voting February 28, 2026 at 5:00 pm

The e-voting shall not be allowed beyond the above-mentioned date and time

  1. Once the vote on a resolution is cast by a Member, the Member shall not be allowed to change it subsequently or cast the vote again.

  2. The resolution, if approved, shall deemed to have been passed on the last date of e-voting i.e., Saturday, February 28, 2026 subject to receipt of the requisite number of votes in favour of the resolution.

  3. All documents referred to in the Notice and explanatory statement will be available electronically for inspection without any fee by the Members from the date of circulation of this Notice until the last date of e-voting. Members seeking to inspect such documents can send an e-mail to [email protected].

  4. Member cannot, exercise his /her vote through proxy on postal ballot. However, corporate and institutional Members shall be entitled to vote through their authorized representatives. Institutional / Corporate Members are requested to send a scanned copy in pdf / jpg format of the Board Resolution / Power of Attorney authorising its representatives to vote pursuant to Section 113 of the Act, through e- mail at [email protected] and [email protected] with a copy marked to [email protected].

  5. The procedure for e-voting is as under:

(i) Evoting Facility:

  • a. The Company is providing e-voting facility of KFin to its Members to exercise their right to vote on the proposed resolutions by electronic means.

  • b. The remote e-voting period shall commence on Friday, January 30, 2026 at 10:00 A.M. (IST) and ends on Saturday, February 28, 2026 at 5:00 P.M. (IST). The e-voting will not be allowed beyond the aforesaid date and time and the e-voting module shall be forthwith disabled by KFin upon expiry of the aforesaid period.

  • c. The manner of e-voting by (i) individual shareholders holding shares of the Company in demat mode, (ii) Shareholders other than individuals holding shares of the Company in demat mode, (iii) Members who have not registered their e-mail address, is explained in the instructions given hereinbelow.

(ii) Information And Instructions Relating To E-Voting:

  • a. Once the vote on a resolution is cast by a Member, whether partially or otherwise, the Member shall not be allowed to change it subsequently or cast the vote again.

  • b. INFORMATION AND INSTRUCTIONS FOR E-VOTING BY INDIVIDUAL SHAREHOLDERS HOLDING SHARES OF THE COMPANY IN DEMAT MODE:

  • As per the SEBI Master Circular, all “individual shareholders holding shares of the Company in demat mode” can cast their vote, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. The procedure to login and access e-voting, as devised by the Depositories/ Depository Participant(s), is given below:

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15. The Procedure for e-voting is as under:

15.
The Procedure for e-voting is as under:
15.
The Procedure for e-voting is as under:
(a) Login method for Individual shareholders holding securities in demat mode isgiven below:
Type
of
Member
Login Method
Individual
Members
holding
equity shares
in
demat
mode
with
NSDL
A. Existing Internet-based Demat Account Statement (“IDeAS”) facility Users:
i. Visit the e-services website of NSDL https://eservices.nsdl.com either on a personal
computer or on a mobile.
ii. On the e-services home page click on the “Beneficial Owner” icon under “Login” which
is available under ‘IDeAS’ section. Thereafter enter the existing user id and password.
iii. After successful authentication, Members will be able to see e-voting services under
‘Value Added Services’. Please click on “Access to e-voting” under e-voting services, after
which the e-voting page will be displayed.
iv. Click on Company name or e-voting service provider i.e. KFin.
v. Members will be re-directed to KFin’s website for casting their vote during the remote
e-voting period.
B. Users not registered under IDeAS e-Services:
i. Visithttps://eservices.nsdl.comfor registering.
ii.
Select
“Register
Online
for
IDeAS
Portal”
or
click
at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
iii. Proceed to complete registration using your DP ID, Client ID, Mobile Number etc.
iv. After successful registration, please follow steps given under Point No. A above to cast
your vote.
C. By visiting the e-voting website of NSDL:
i. Visit the e-voting website of NSDLhttps://www.evoting.nsdl.com/.
ii. Once the home page of e-voting system is launched, click on the icon “Login” which is
available under ‘Shareholder / Member’ section. A new screen will open.
iii. Members will have to enter their User ID (i.e. the sixteen digit demat account number
held with NSDL), Password / OTP and a Verification Code as shown on the screen.
iv. After successful authentication, Members will be redirected to NSDL Depository site
wherein they can see e-voting page.
v. Click on company or e-voting service provider name i.e. KFin after which the Member
will be redirected to e-voting service provider website for casting their vote during the
remote e-voting period.
vi. Members can also download the NSDL Mobile App “NSDL Speed-e” facility by scanning
the QR code mentioned below for seamless voting experience.
Individual
Members
holding
equity shares
in
demat
mode
with
CDSL
A. Existing user who have opted for Electronic Access To Securities Information (“Easi /
Easiest”) facility:
i. Visithttps://web.cdslindia.com/myeasitoken/home/login or www.cdslindia.com
ii. Click on New System Myeasi.
iii. Login to MyEasi option under quick login.
iv. Login with the registered user ID and password.
v. Members will be able to view the e-votingMenu.

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vi The Menu will have links of KFin e-voting portal and will be redirected to the e-voting
page of KFin to cast their vote without any further authentication.
vi The Menu will have links of KFin e-voting portal and will be redirected to the e-voting
page of KFin to cast their vote without any further authentication.
vi The Menu will have links of KFin e-voting portal and will be redirected to the e-voting
page of KFin to cast their vote without any further authentication.
B. Users who have not opted for Easi/Easiest:
i. Visithttps://web.cdslindia.com/myeasitoken/Registration/EasiRegistration for
registering.
ii. Proceed to complete registration using the DP ID, Client ID (BO ID), etc.
iii. After successful registration, please follow the steps given in point no. 1 above to cast
your vote.
C. By visiting the e-voting website of CDSL:
i. Visithttps://evoting.cdslindia.com/Evoting/EvotingLogin
ii. Provide demat Account Number and PAN
iii. System will authenticate user by sending OTP on registered mobile and email as
recorded in the demat Account.
iv. After successful authentication, please enter the e-voting module of CDSL. Click on the
e-voting link available against the name of the Company, or select KFin.
v. Members will be re-directed to the e-voting page of KFin to cast their vote without any
further authentication.









Individual
Members
(holding
equity shares
in demat
mode)
logging
through their
depository
participants
i. Members can also login using the login credentials of their demat account through their
DP registered with the Depositories for e-voting facility.
ii. Once logged-in, Members will be able to view e-voting option.
iii. Upon clicking on e-voting option, Members will be redirected to the NSDL / CDSL
website after successful authentication, wherein they will be able to view the e-voting
feature.
iv. Click on options available against Company’s name or KFin.
v. Members will be redirected to e-voting website of KFin for casting their vote during the
remote e-voting period without any further authentication.
Important note: Members who are unable to retrieve User ID / Password are advised to use Forgot user
ID and Forgot Password option available at respective websites.
Helpdesk for Individual Members holding equity shares in demat mode for any technical issues related to
login through NSDL / CDSL:
Members facinganytechnical issue - NSDL
Members facinganytechnical issue - CDSL
Members facing any technical issue in login can
contact NSDL helpdesk by sending a request at
[email protected] or call on toll free number:
022-4886 7000/022-2499 7000
Members facing any technical issue in login can
contact CDSL helpdesk by sending a request at
[email protected] contact on
1800 22 55 33.
Members facinganytechnical issue - NSDL Members facinganytechnical issue - CDSL
Members facing any technical issue in login can
contact NSDL helpdesk by sending a request at
[email protected] or call on toll free number:
022-4886 7000/022-2499 7000
Members facing any technical issue in login can
contact CDSL helpdesk by sending a request at
[email protected] contact on
1800 22 55 33.

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(b) Login method for remote e-voting for Members other than Individual’s holding shares in demat mode and Members holding equity shares in physical mode.

(A) Members whose email IDs are registered with the Company/ Depository Participants (s), will receive an email from KFin which will include details of E-Voting Event Number (EVEN), USER ID and password. They will have to follow the following process:

i. Launch internet browser by typing the URL: https://emeetings.KFin.com/

ii. Enter the login credentials (i.e. User ID and password). In case of physical folio, User ID will be EVEN (E-Voting Event Number) followed by folio number ~~.~~ In case of Demat account, User ID will be your DP ID and Client ID. However, if you are already registered with KFin for e-voting, you can use your existing User ID and password for casting the vote.

iii. After entering these details appropriately, click on “LOGIN”.

iv. Members will now reach password change Menu wherein they are required to mandatorily change the password. The new password shall comprise of minimum 8 characters with at least one upper case (A- Z), one lower case (a-z), one numeric value (0-9) and a special character (@,#,$, etc.,). The system will prompt the Member to change their password and update their contact details viz. mobile number, email ID etc. on first login. Members may also enter a secret question and answer of their choice to retrieve their password in case they forget it. It is strongly recommended that Members do not share their password with any other person and that they take utmost care to keep their password confidential.

  • v. Members would need to login again with the new credentials.

  • vi. On successful login, the system will prompt the Member to select the “EVEN” i.e., ‘Sterlite Technologies Limited’ and click on “Submit”

  • vii. On the voting page, enter the number of shares (which represents the number of votes) as on the cut-off date i.e. January 23, 2026 under “FOR/AGAINST” or alternatively, a Member may partially enter any number in “FOR” and partially “AGAINST” but the total number in “FOR/AGAINST” taken together shall not exceed the total shareholding of the shareholder as on the cut-off date i.e. January 23, 2026. A Member may also choose the option ABSTAIN. If a Member does not indicate either “FOR” or “AGAINST” it will be treated as “ABSTAIN” and the shares held will not be counted under either head.

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

  • ix. Voting has to be done for each item of the notice separately. In case a Member does not desire to cast their vote on any specific item, it will be treated as abstained.

  • x. A Member may then cast their vote by selecting an appropriate option and click on “Submit”.

  • xi. A confirmation box will be displayed. Click “OK” to confirm else “CANCEL” to modify. Once a Member has voted on the resolution (s), they will not be allowed to modify their vote. During the voting period, Members can login any number of times till they have voted on the Resolution(s).

  • xii. Corporate/Institutional Members (i.e. other than Individuals, HUF, NRI etc.) are also required to send scanned certified true copy (PDF Format) of the relevant Board Resolution/Authority Letter etc., to the

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Scrutinizer at email id [email protected] and [email protected] with a copy marked to [email protected]. The scanned image of the above-mentioned documents should be in the naming format “Corporate Name.”

  • (B) Members whose email IDs are not registered with the Company/Depository Participants(s):

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

Physical shareholders are hereby notified that based ion SEBI Circular number: SEBI/HO/MIRSD/MIRSD-PoD1/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.KFin.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.KFin.com/clientservices/isc/default.aspx#

Detailed FAQ can be found on the link: https://ris.KFin.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.

iii) Method for obtaining user id and password for Members who have forgotten the User ID and password

Members who have forgotten the user id and password, may obtain /retrieve the same in the manner mentioned below:

i. If the mobile number of the Member is registered against Folio No. /DP ID Client ID, the Member may send SMS: MYEPWDE-voting Event Number (EVEN) + Folio No. or DP ID Client ID to +91 9212993399

Example for NSDL: MYEPWD IN12345612345678 Example for CDSL: MYEPWD 1402345612345678 Example for Physical: MYEPWD XXXX1234567890

ii. If e-mail ID of the Member is registered against Folio No. / DP ID Client ID, then on the home page of https://evoting.KFin.com, the member may click ‘Forgot password’ and enter Folio No. or DP ID Client ID and PAN to generate a password.

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iii. Members may send an email request to [email protected]. If the Member is already registered with the KFin e-voting platform, then such Member can use his /her existing User ID and password for casting the vote through e-voting.

iv. Members may call KFin toll free number 1-800-309-4001 for any clarifications / assistance that may be required.

viii. 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 available at the download section of https://evoting.KFin.com (KFin Website) or may contact Mr. Ganesh Chandra Patro, Asst. Vice President, KFin, Selenium, Tower B, Plot 31 & 32, Gachibowli, Nanakramguda, Serilingampally Mandal, Hyderabad - 500032, India, at email: [email protected] or 1-800-309-4001 (toll free).

  • II. KPRISM- Mobile service application by KFin - Members are requested to note that KFin has launched a mobile application - KPRISM and website https://kprism.KFin.com for online service to Members. Members can download the mobile application, register themselves (one time) for availing host of services, viz., consolidated portfolio view serviced by KFin, dividend status and send requests for change of address, change / update bank mandate. Through the mobile application, Members can download annual reports, standard forms and keep track of upcoming general meetings and dividend disbursements. The mobile application is available for download from Android Play Store and Google Play Store.

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EXPLANATORY STATEMENT

[Pursuant to Section 102 of the Companies Act, 2013 (‘the Act’) read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014]

Item No. 1:

Upon the recommendation of the Nomination and Remuneration Committee (“NRC”), the Board of Directors (“Board”) had appointed Mr. Bangalore Jayaram Arun as Additional (Independent) Directors of the Company effective January 20, 2021, pursuant to Section 161 of the Act, 2013 for period of 5 (five) years. Accordingly, the members of the Company, through a resolution passed at the 22[nd] Annual General Meeting of the Company held on August 26, 2021, approved the appointment of Mr. Bangalore Jayaram Arun as an Independent Director, not liable to retire by rotation, to hold office for a term of 5 (five) consecutive years with effect from January 20, 2021 up to January 19, 2026. His current term as an Independent Director concluded on January 19, 2026. As per Section 149 of the Act, an Independent Director may hold office for two terms of up to 5 (five) consecutive years each. Mr. Arun fulfills the requirements of an Independent Director as laid down under Section 149(6) of the Act, and Regulation 16(1)(b) of the LODR Regulations.

The NRC after taking into account his knowledge, acumen, expertise, experience and substantial contribution and valuable contributions to the Board, has recommended to the Board re-appointment of Mr. B J Arun for the second term. His continued presence will support continuity in independent oversight and strategic guidance, which aligns with the Company’s long-term objectives and corporate governance practices. The Board of Directors of the Company, on January 14, 2026, approved the re-appointment of Mr. Bangalore Jayaram Arun (DIN: 02497125) as an Independent Director of the Company for a second term of 5 (five) consecutive years effective January 20, 2026 to January 19, 2031 (both inclusive) subject to approval of the shareholders.

The Company has received all statutory disclosures/ declarations, including:

  • (i) Consent in writing to act as director in Form DIR-2, pursuant to Rule 8 of the Appointment Rules, (ii) Intimation in Form DIR-8 in terms of the Appointment Rules to the effect that she is not disqualified under sub-section (2) of Section 164 of the Act,

  • (iii) Declaration to the effect that he meets the criteria of independence as provided in Section 149(6) of the Act, Regulation 16(1)(b) of SEBI Listing Regulations and confirmation regarding registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs,

  • (iv) Declaration pursuant to BSE Circular No. LIST/COMP/14/2018-19 dated June 20, 2018, and NSE Circular No. NSE/ CML/2018/24 dated June 20, 2018, that he has not been debarred from holding office of a Director by virtue of any Order passed by the Securities and Exchange Board of India or any other such authority,

  • (v) Confirmation that he is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge duties as an Independent Director of the Company, and

  • (vi) A notice in writing by a member proposing his candidature under Section 160(1) of the Act.

Background and Profile of Mr. Bangalore Jayaram Arun:

Mr. B J Arun is a Silicon Valley–based entrepreneur since 1992 with a B.E. in Computer Science (1986) who moved to the United States in the late 1980s. He founded California Digital in 1992, building it into a Linux based high performance computing leader; co-founded Librato in 2004 and scaled it to a USD 10 million revenue run rate before its acquisition by SolarWinds for about USD 50 million. In 2014 he appointed as CEO of July Systems where he led an OEM focused pivot that culminated in acquisition by Cisco in 2018. Actively

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engaged with India through delivery operations, he was honored with Karnataka’s Rajyotsava Award and has served as President of TiE Silicon Valley (2019–2020), and Chairman of the TiE Global Board of Trustees (2022).

In the opinion of the Board and based on its evaluation, Mr. Arun fulfils the conditions specified in the Act, and Rules made thereunder and LODR Regulations for his re-appointment as an Independent Director of the Company and he is independent of the Management of the Company.

The Board considers that the continued association of Mr. Arun would be of immense benefit to the Company and it is desirable to continue to avail his services as an Independent Director. The resolution seeks the approval of members for the reappointment of Mr. Arun as an Independent Director of the Company, for a second term of 5 (five) consecutive years effective January 20, 2026 to January 19, 2031 (both inclusive), pursuant to Sections 149, 152 and other applicable provisions of the Act and the Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof) and his office shall not be liable to retire by rotation. The profile and specific areas of expertise and other relevant information and disclosures as required under Regulation 36(3) of the Listing Regulations and SS-2 issued by the Institute of Company Secretaries of India are annexed to this Notice.

Further, as per the provisions of Regulation 17(1C) of Listing Regulations, the Company needs to ensure that the approval of shareholders is obtained for the re-appointment of a person on the Board of Directors at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier.

The Board recommends the special resolution as set out in Item no. 1 of this notice for the approval of members.

No director, KMP or their relatives except Mr. Arun, to whom the resolution relates, is interested in or concerned, financially or otherwise, in passing the proposed resolution as set out in Item no. 1.

Item No. 2:

Mr. Sathia Jeeva Krishnan Chidambara was appointed as an Additional Director (Non-executive, Independent) of the Company by the Board at its meeting held on January 14, 2026, not liable to retire by rotation, based on the recommendation of the Nomination & Remuneration Committee (NRC) on the basis of qualifications, relevant expertise, experience and overall suitability to meet the strategic and governance requirements of the Board, for a period of 2 (two) consecutive years effective January 14, 2026 to January 13, 2028 (both inclusive) subject to approval of the shareholders.

The Company has received all statutory disclosures/ declarations, including:

  • (i) Consent in writing to act as director in Form DIR-2, pursuant to Rule 8 of the Appointment Rules, (ii) Intimation in Form DIR-8 in terms of the Appointment Rules to the effect that she is not disqualified under sub-section (2) of Section 164 of the Act,

  • (iii) Declaration to the effect that he meets the criteria of independence as provided in Section 149(6) of the Act, Regulation 16(1)(b) of SEBI Listing Regulations and confirmation regarding registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs,

  • (iv) Declaration pursuant to BSE Circular No. LIST/COMP/14/2018-19 dated June 20, 2018, and NSE Circular No. NSE/ CML/2018/24 dated June 20, 2018, that he has not been debarred from holding office of a Director by virtue of any Order passed by the Securities and Exchange Board of India or any other such authority,

  • (v) Confirmation that he is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge duties as an Independent Director of the Company, and

  • (vi) A notice in writing by a member proposing his candidature under Section 160(1) of the Act.

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Background and Profile of Mr. Sathia Jeeva Krishnan:

Mr. Sathia Jeeva Krishnan is a Chartered Accountant (All India Rank holder) and a former officer of the Indian Revenue Service, with over 39 years of professional experience in the fields of accounting, audit, taxation, and finance. He is presently a self-employed professional, advising on mergers and acquisitions, complex taxation matters, and private wealth management. His earlier professional engagements include senior positions with Maersk, Ambuja Cement, Monsanto and EY India. He currently serves as an Independent Director on the Boards of Parry Agro Industries Limited and GIC Housing Finance Limited.

In the opinion of the Board and based on its evaluation, Mr. Krishnan fulfils the conditions specified in the Act, and Rules made thereunder and LODR Regulations for his appointment as an Independent Director of the Company and he is independent of the Management of the Company.

The Board considers that the association of Mr. Krishnan would be of immense benefit to the Company and it is desirable to avail his services as an Independent Director. The resolution seeks the approval of members for the appointment of Mr. Krishnan as an Independent Director of the Company, for a term of 2 (two) consecutive years January 14, 2026 to January 13, 2028 (both inclusive), pursuant to Sections 149, 152 and other applicable provisions of the Act and the Rules made thereunder (including any statutory modification(s) or reenactment(s) thereof) and his office shall not be liable to retire by rotation. The profile and specific areas of expertise and other relevant information and disclosures as required under Regulation 36(3) of the Listing Regulations and SS-2 issued by the Institute of Company Secretaries of India are annexed to this Notice.

Further, as per the provisions of Regulation 17(1C) of Listing Regulations, the Company needs to ensure that the approval of shareholders is obtained for appointment of a person on the Board of Directors at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier.

The Board recommends the special resolution as set out in Item no. 2 of this notice for the approval of members.

No director, KMP or their relatives except Mr. Krishnan, to whom the resolution relates, is interested in or concerned, financially or otherwise, in passing the proposed resolution as set out in Item no. 2.

By order of the Board of Directors of Sterlite Technologies Limited

Mrunal Asawadekar

Company Secretary & Compliance Officer (ACS 24346) 4[th] Floor, Godrej Millennium, Koregaon Road 9, STS 12/1, Pune 411001

Date: January 23, 2026 Place: Pune

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Annexure to the Notice of Postal Ballot

DETAILS OF DIRECTORS SEEKING APPOINTMENT AND RE-APPOINTMENT

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

Name of the Director Mr. Bangalore Jayaram Arun Mr. Sathia Jeeva Krishnan
Chidambara
Category/ Designation of the
Director
Independent Director Independent Director
DIN 02497125 02179550
Date of Birth & Age December 17,1962,64 Years November 4,1965,61 Years
Date of first appointment on
the Board
January 20, 2021 January 14, 2026
Qualifications,
experience
including expertise in specific
functional area/ Brief Profile
Mr. B J Arun is a Silicon Valley–based
entrepreneur since 1992 with a B.E. in
Computer Science (1986) who moved to the
United States in the late 1980s. He founded
California Digital in 1992, building it into a
Linux based high performance computing
leader; co-founded Librato in 2004 and
scaled it to a USD 10 million revenue run rate
before its acquisition by SolarWinds for
about USD 50 million. In 2014 he appointed
as CEO of July Systems where he led an OEM
focused pivot that culminated in acquisition
by Cisco in 2018. Actively engaged with India
through delivery operations, he was honored
with Karnataka’s Rajyotsava Award and has
served as President of TiE Silicon Valley
(2019–2020), and Chairman of the TiE Global
Board of Trustees (2022).
Mr. Sathia Jeeva Krishnan is a
Chartered Accountant (All India Rank
holder) and a former officer of the
Indian Revenue Service, with over 39
years of professional experience in
the fields of accounting, audit,
taxation, and finance. He is presently
a
self-employed
professional,
advising
on
mergers
and
acquisitions,
complex
taxation
matters,
and
private
wealth
management.
His
earlier
professional engagements include
senior
positions
with
Maersk,
Ambuja Cement, Monsanto and EY
India. He currently serves as an
Independent Director on the Boards
of Parry Agro Industries Limited and
GIC HousingFinance Limited.
Justification for choosing
for appointment as
Independent Director
Mr. Arun is a seasoned entrepreneur and has
played a key role in building companies in the
technology space and will help provide
strategic guidance and direction on the
Company’s growth roadmap and focus
capabilities in the highly evolving digital
communications industry.
Mr.
Krishnan
has
extensive
professional
experience,
proven
expertise, high standards of integrity,
compliance with all independence
criteria under applicable laws, ability
to provide objective and balanced
judgment, and the significant value
he
will
add
to
the
Board’s
governance and long-term strategic
decision-making in the best interests
of the Companyand its stakeholders.
Remuneration last drawn Sitting fees per Board and Committee
meetings and Commission as approved by
the Board annually
Not applicable
Remuneration proposed to be
paid
Sitting fees per Board and Committee
meetings and Commission as approved by
the Board annually
Sitting
fees
per
Board
and
Committee
meetings
and
Commission as approved by the
Board annually
Terms and Conditions of
Appointment/
Re-
appointment
As detailed in this Notice along with
explanatory statement in Item No. 1 of this
Notice
As detailed in this Notice along with
explanatory statement in Item No. 2
of this Notice

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Directorships
in
other
Companies (Excluding Foreign
Companies)
1. STL Networks Limited 1. GIC Housing Finance Limited
2. Parry Agro Industries Limited
Memberships/
Chairpersonships
of
other
companies**
1. STL Networks Limited
Member
of
Audit
Committee,
Stakeholders Relationship Committee.
1. GIC Housing Finance Limited:
Chairman of Audit Committee
2. Parry Agro Industries Limited
Member of Audit Committee,
Stakeholders
Relationship
Committee.
Listed entities from which the
Director has resigned in the
past threeyears
Nil Nil
No. of Equity Shares held in
the Company
(including shareholding as a
beneficial owner)
Nil Nil
Relationship
between
Directors inter-se; with other
Directors and Key Managerial
Personnel of the Company
Nil Nil
No.
of
Board
Meetings
attended during the year
4 1
Skills
and
capabilities
required for the role and the
manner
in
which
the
proposed person meets such
requirements.
As detailed in this Notice along with
explanatory statement in Item No. 1 of this
Notice
As detailed in this Notice along with
explanatory statement in Item No. 2
of this Notice
Disclosure of interest Save and except for Mr. Bangalore Jayaram
Arun being an appointee, none of the
Directors and Key Managerial Personnel
(KMP) of the Company and their relatives are
concerned or interested, financially or
otherwise, in the proposed Resolution.
Save and except for Mr. Sathia Jeeva
Krishnan
Chidambara
being
an
appointee, none of the Directors and
Key Managerial Personnel (KMP) of
the Company and their relatives are
concerned or interested, financially
or otherwise, in the proposed
Resolution.

**Chairpersonship and membership of audit committee and stakeholders’ relationship committee are considered. Committee positions held in Sterlite Technologies Limited have been excluded.

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Information at a glance

Sr. No. Particulars Details
1 Cut-off date for e-voting Friday, January 23, 2026
2 Remote E-voting start time and date From 10:00 a.m. on January 30, 2026
3 Remote E-voting end time and date To 5:00 p.m. on February 28, 2026
4 Date on which the resolution is deemed to be
passed
Last date of e-voting i.e. Saturday, February 28, 2026
5 Remote E-voting website of Kfin https://evoting.kfintech.com
6 Name, address and contact details of e-voting
service provider and Registrar and Transfer
Agent
KFin Technologies Limited (“KFin”), Selenium, Tower B,
Plot No. 31 & 32, Gachibowli, Financial District,
Nanakramguda,
Serilingampally,
Hyderabad,
Rangareddy, Telangana – 500 032
Contact details:Phone No.: 040-6716 1509 or KFin’s toll
free No.: 1800-3094-001
7 Email registration & contact updation process Demat shareholders:
Contact respective Depository Participants
Physical Shareholders:
Send Form ISR-1 and other relevant forms to KFin at
Selenium, Tower-B, Plot No. 31 & 32, Gachibowli,
Financial
District,
Nanakramguda,
Hyderabad,
Rangareddy, Telangana India – 500 032 or at the email
[email protected]

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