STL Global Ltd - Proxy Solicitation & Information Statement 2025

STL GLOBAL LIMITED

CIN: L51909DL1997PLC088667 Corp. Office: Plot No. 207-208, Sector-58, Faridabad-121004, HR Tel: 0129-4275900-30, Website: www.stl-global.com, E-mail: [email protected]

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Date: 07.03.2025

From: STL Global Limited NSE Scrip Code: SGL

Listing Compliance Department, National Stock Exchange of India Limited, Exchange Plaza, C-1, Block-G, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051, MH

From: STL Global Limited BSE Scrip Code : 532730

To Listing Compliance Department BSE Limited

Phiroze Jeejeebhoy Towers, 25[th] Floor, Dalal Street, Mumbai 400 001, MH

Sub: Submission of Postal Ballot Notice

Dear Sir/Madam,

Pursuant to Regulation 30 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as amended from time to time, please find attached herewith a copy of Postal Ballot Notice dated 28[th] February, 2025 along with the explanatory statement, seeking approval of the members of the Company on the resolution as specified in the notice, by way of remote e-voting process (“e-voting”) in compliance with the relevant circulars issued by the Ministry of Corporate Affairs (“MCA”) and the Securities & Exchange Board of India (“SEBI”) in this regard.

Postal Ballot Notice is being sent only through electronic mode to all the members whose e-mail address is registered with the Company / Company’s Registrar & Transfer Agent (RTA) / Depository Participants / Depositories as on February 28, 2025 (“Cut-Off Date”) .

The Company has engaged its RTA i.e. MUFG Intime India Pvt. Ltd. (earlier Link Intime India Pvt. Ltd.) for facilitating remote e-voting to enable the members to cast their votes electronically. The e-voting facility will be available during the following period:

Commencement of e-voting	09:00 A.M. (IST) on Monday, March 10, 2025
End of e-voting	05:00 P.M. (IST) on Tuesday, 08 April, 2025

The Postal Ballot Notice is also available on the Company’s website at www.stl-global.com.

Kindly take the above information on your record and acknowledge receipt of the same.

Thanking you,

Yours truly,

For STL GLOBAL LIMITED

Sanjiv Digitally signed by Kumar Sanjiv Kumar Agarwal Date: 2025.03.07 Agarwal 11:29:25 +05'30' Sanjiv Kumar Agarwal Whole Time Director DIN: 00227251

Encl: As above

Regd. Office: Unit No.111, Block No. 1, First Floor, Tribhuwan Complex, Ishwar Nagar, New Delhi-110065

CIN: L51909DL1997PLC088667

Regd. Office: Unit No. 111, Block No. – 1, First Floor, Tribhuwan Complex, Ishwar Nagar, New Delhi – 110065, Tel.: 011-26935829 Corp. Office: Plot No. 207-208, Sector-58, Faridabad-121004, HR

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STL GLOBAL LIMITED

Tel: 0129-4275900-30, Website: www.stl-global.com, E-mail: [email protected]

POSTAL BALLOT NOTICE

[PURSUANT TO SECTION 110 OF THE COMPANIES ACT, 2013, READ WITH RULES 22 AND 20 OF THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014]

Dear Members,

NOTICE is hereby given pursuant to Sections 108, 110 of the Companies Act, 2013 (the “Act”) and other applicable provisions, if any, of the Act, read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 (the “Rules”) (including any statutory modifications or re-enactments thereof for the time being in force), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), Secretarial Standards on General Meetings (SS-2), issued by the Institute of Company Secretaries of India, to the extent applicable read with relaxations and clarifications issued by Ministry of Corporate Affairs (“MCA”) vide General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 5, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 3/2022 dated May 5, 2022 and 11/2022 dated December 28, 2022, 09/2023 dated September 25, 2023 and 09/2024 dated September 19, 2024 and other relevant circulars and pursuant to other applicable laws and regulations, as amended from time to time, that the Resolutions appended below are proposed to the Members of the Company to be passed by way of Postal Ballot only through electronic means. (“remote e-voting”).

In compliance with the MCA Circulars and pursuant to other applicable laws and Regulations, Members are required to communicate their assent or dissent on the proposed resolutions through the remote e-voting facility only. Accordingly, this Postal Ballot Notice (“Notice”) is being sent only in electronic form to those Members whose e- mail addresses are registered with Depositories/RTA to enable them to cast their votes electronically. The detailed procedure for casting votes via remote e-voting forms a part of the Notes appended to this Notice.

Item No. 1

Regularization of Appointment of Ms. Payal Garg (DIN: 10888198) as an Non-Executive Woman Independent Director

Chairman informed the board members that he proposes the appointment of Ms. Payal Garg (DIN: 10888198) as an Additional Non-Executive Independent Woman Director in the company pursuant to sections 149,152, 161 and all other applicable provisions, if any, of the Companies Act, 2013 and the rule made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Articles of Association of the Company and as per applicable Regulations of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as amended from time to time for composition of the board. The matter was discussed in length and after detailed discussion the following resolution was passed: -

“RESOLVED THAT pursuant to provisions of sections 149,152, 161 and all other applicable provisions, if any, of the Companies Act, 2013 and the rule made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Articles of Association of the Company and as per applicable Regulations of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as amended from time to time and subject

to such other provisions as may be applicable to the Company for the time being in force consent of the board of directors of the company be and are hereby accorded for the appointment of Ms. Payal Garg (DIN: 10888198) as an Additional Non-Executive Independent Woman Director on the board of the company with effect from 16[th] January, 2025 for a period of five years subject to the approval of the shareholders/members with in a stipulated time as prescribed in the Regulation 17 and other applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time from her original appointment date on board of the company, be and is hereby appointed as Non-Executive Woman Independent Director of the Company, whose office is not liable to retire by rotation.

RESOLVED FURTHER THAT any executive director or company secretary of the company be and is hereby authorized to perform all formalities including filing of E-Form DIR-12 and other applicable forms/documents with the concerned Registrar of Companies (ROC) and to do all such acts, deeds, matters and things as deemed necessary or expedient to give effect to the above resolution.”

By order of the Board of Directors For STL Global Limited. Sd/Sanjiv Kumar Agarwal Whole Time Director DIN: 00227251

Whole Time Director

Place: Faridabad Date: 28-02-2025

NOTES:

Statement pertaining to the said resolutions setting out the material facts, as required under section 102(1) of the Act, for the above item(s) of business is annexed to this Notice.
This Notice along with the instructions regarding e-voting is being sent only by email to all those members, whose email addresses are registered with the Company or with the depository(ies) / depository participants and whose names appear in the register of members/list of beneficial owners as on the Cut-off date i.e., Friday, 28[th] -

February, 2025. The Notice will also be uploaded on the website of the Company at http://www.stl global.com, of the Registrar and Transfer Agent i.e. MUFG Intime India Private Limited (Formerly known as Link Intime India Private Limited) at https://instavote.linktintime.co.in and on the websites of National Stock Exchange of India Limited (www.nseindia.com) and BSE Limited (www.bseindia.com). All the members of the Company as on the Cut-off date shall be entitled to vote in accordance with the process specified in this notice. Any person who is not a member on the Cut-off date shall treat this notice for information purpose only.

In accordance with the MCA circulars, the physical copies of this Postal Ballot Notice, along with postal ballot form and postage pre-paid business reply envelope, are not being sent to any member. The Postal Ballot Notice is being sent by e-mail to those Members who have registered their e-mail address with the Company or with their Depository Participants (“DP”) unless any member has requested for a physical copy of the same. Those Members who have not yet registered their e-mail addresses are requested to register the same by following the procedure set out in this Notice. Those Members who have already registered their e-mail address are requested to keep their e-mail addresses updated with their DP/ RTA, to enable servicing of notices, etc. electronically to their e-mail addresses.
After dispatch of Notice of Postal Ballot through email, advertisement shall be published in one English Daily and one in Hindi Newspaper, each having, wide circulation in the district where the Registered Office of the Company is situated and will also be uploaded on the website of the Company, i.e., www.stl-global.com.
In compliance with the provisions of sections 110 and 108 of the Act, read with the Management Rules, as amended, SS-2 and Regulation 44 of the SEBI Listing Regulation, as amended, the Company is providing facility to the Members to exercise votes through electronic voting system (“e-voting”) on the e-voting platform provided by MUFG Intime India Private Limited (Formerly known as Link Intime India Private Limited) to enable them to cast their votes electronically instead of dispatching the Postal Ballot form.

The Board of Directors at their meeting held on 28[th] February, 2025 has appointed Vijay Bahadur, Practising Company Secretary (FCS No. 10167, CP No. 13053) as the ‘Scrutinizer’ to scrutinize the Postal Ballot process in a fair and transparent manner and he has communicated his willingness to be appointed and will be available for the said purpose.
The e-voting shall commence on 10-03-2025 at 9.00 A. M. (IST) and end on 08-04-2025 at 5.00 P.M. (IST). The e-voting module shall be disabled by MUFG Intime India Private Limited (Formerly known as Link Intime India Private Limited) for voting thereafter. During this period, the members of the Company holding shares as on the cut-off date, i.e., Friday, 28-02 2025, may cast their votes by electronic means in the manner given below. Once the vote on a resolution is casted by the member, the member shall not be allowed to change it subsequently.
The Scrutinizer shall, after conclusion of the voting period, prepare report of the votes cast in favour or against, if any, and submit the same to the Chairman or Managing Director of the Company. Results of the voting will be declared by placing the same along with the Scrutiniser’s report on the Company’s website viz., www.stlglobal.com as well as on the website of MUFG Intime India Private Limited viz., https://instavote.linktintime.co.in and will also be communicated to the stock exchanges on or before 10-042025, and the outcome will be made available at the registered office as well as at the corporate office of the Company. Subject to receipt of requisite number of votes, the resolution(s) mentioned in the Notice shall be deemed to be passed on 08-04-2025 i.e. last day of the voting period.
A member cannot exercise his vote by proxy on Postal Ballot.
The details of the process and manner for remote e-voting are explained herein below:

REMOTE E-VOTING INSTRUCTIONS FOR SHAREHOLDERS

In terms of SEBI circular no. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023, 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 correctly in their demat accounts to access e

Voting facility.

Individual Shareholders holding securities in demat mode with NSDL

METHOD 1 - Individual Shareholders registered with NSDL IDeAS facility

Shareholders who have registered for NSDL IDeAS facility:

a) Visit URL: https://eservices.nsdl.com and click on “Beneficial Owner” icon under “Login”.
b) Enter User ID and Password. Click on “Login”
c) After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services.
d) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

OR

Shareholders who have not registered for NSDL IDeAS facility:

a) To register, visit URL: https://eservices.nsdl.com and select “Register Online for IDeAS Portal” or click on https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

b) Proceed with updating the required fields.
c) Post successful registration, user will be provided with Login ID and password.
d) After successful login, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services.
e) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

METHOD 2 - Individual Shareholders directly visiting the e-voting website of NSDL

a) Visit URL: https://www.evoting.nsdl.com
b) Click on the “Login” tab available under ‘Shareholder/Member’ section.
c) Enter User ID (i.e., your sixteen-digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen.
a) Post successful authentication, you will be re-directed to NSDL depository website wherein you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services.
b) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Individual Shareholders holding securities in demat mode with CDSL

METHOD 1 – Individual Shareholders registered with CDSL Easi/ Easiest facility

Shareholders who have registered/ opted for CDSL Easi/ Easiest facility:

a) Visit URL: https://web.cdslindia.com/myeasitoken/Home/Login or www.cdslindia.com.
b) Click on New System Myeasi Tab
c) Login with existing my easi username and password
d) After successful login, user will be able to see e-voting option. The evoting option will have links of e-voting service providers i.e., MUFG InTime, for voting during the remote e-voting period.
e) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

OR

Shareholders who have not registered for CDSL Easi/ Easiest facility:

a) To register, visit URL: https://web.cdslindia.com/myeasitoken/Registration/EasiRegistration / https://web.cdslindia.com/myeasitoken/Registration/EasiestRegistration
b) Proceed with updating the required fields.
c) Post registration, user will be provided username and password.
d) After successful login, user able to see e-voting menu.
e) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

METHOD 2 - Individual Shareholders directly visiting the e-voting website of CDSL

a) Visit URL: https://www.cdslindia.com
b) Go to e-voting tab.
c) Enter Demat Account Number (BO ID) and PAN No. and click on “Submit”.
d) System will authenticate the user by sending OTP on registered Mobile and Email as recorded in Demat Account
e) After successful authentication, click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Individual Shareholders holding securities in demat mode with Depository Participant

Individual shareholders can also login using the login credentials of your demat account through your depository participant registered with NSDL / CDSL for e-voting facility.

a) Login to DP website
b) After Successful login, user shall navigate through “e-voting” option.
c) Click on e-voting option, user will be redirected to NSDL / CDSL Depository website after successful authentication, wherein user can see e-voting feature.
d) After successful authentication, click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Login method for shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode

Shareholders holding shares in physical mode / Non-Individual Shareholders holding securities in demat mode as on the cut-off date for e-voting may register for InstaVote as under:

a) Visit URL: https://instavote.linkintime.co.in

Shareholders who have not registered for INSTAVOTE facility:

b) Click on “Sign Up” under ‘SHARE HOLDER’ tab and register with your following details:

A. User ID:

NSDL demat account – User ID is 8 Character DP ID followed by 8 Digit Client ID.

CDSL demat account – User ID is 16 Digit Beneficiary ID.

Shareholders holding shares in physical form – User ID is Event No + Folio Number registered with the Company.

B. PAN:

Enter your 10-digit Permanent Account Number (PAN)

(Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.

C. DOB/DOI:

Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP / Company - in DD/MM/YYYY format)

D. Bank Account Number:

Enter your Bank Account Number (last four digits), as recorded with your DP/Company.

* Shareholders holding shares in_ _NSDL form** , shall provide ‘D’ above

** Shareholders holding shares in_ _physical form** but have not recorded ‘C’ and ‘D’, shall provide their Folio number in ‘D’ above

Set the password of your choice
(The password should contain minimum 8 characters, at least one special Character (!#$&*), at least one numeral, at least one alphabet and at least one capital letter).
Enter Image Verification (CAPTCHA) Code
Click “Submit” (You have now registered on InstaVote).

Shareholders who have registered for INSTAVOTE facility:

c) Click on “Login” under ‘SHARE HOLDER’ tab.

A. User ID: Enter your User ID
B. Password: Enter your Password
C. Enter Image Verification (CAPTCHA) Code
D. Click “Submit”
d) Cast your vote electronically:
A. After successful login, you will be able to see the “Notification for e-voting”.
B. Select ‘View’ icon.
C. E-voting page will appear.
D. Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).
E. After selecting the desired option i.e. Favour / Against, click on ‘Submit’. A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.

Guidelines for Institutional shareholders (“Custodian / Corporate Body/ Mutual Fund”)

STEP 1 – Custodian / Corporate Body/ Mutual Fund Registration

a) Visit URL: https://instavote.linkintime.co.in
b) Click on “Sign Up” under “Custodian / Corporate Body/ Mutual Fund” c) Fill up your entity details and submit the form.
d) A declaration form and organization ID is generated and sent to the Primary contact person email ID (which is filled at the time of sign up). The said form is to be signed by the Authorised Signatory, Director, Company Secretary of the entity & stamped and sent to [email protected].
e) Thereafter, Login credentials (User ID; Organisation ID; Password) is sent to Primary contact person’s email ID. (You have now registered on InstaVote)

STEP 2 – Investor Mapping

a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.
b) Click on “Investor Mapping” tab under the Menu Section
c) Map the Investor with the following details:
A. ‘Investor ID’ –
- i. NSDL demat account – User ID is 8 Character DP ID followed by 8 Digit Client ID i.e., IN00000012345678
- ii. CDSL demat account – User ID is 16 Digit Beneficiary ID.
B. ‘Investor’s Name - Enter Investor’s Name as updated with DP.
C. ‘Investor PAN’ - Enter your 10-digit PAN.
D. ‘Power of Attorney’ - Attach Board resolution or Power of Attorney.

*File Name for the Board resolution/ Power of Attorney shall be – DP ID and Client ID or 16 Digit Beneficiary ID . Further, Custodians and Mutual Funds shall also upload specimen signatures.

E. Click on Submit button. (The investor is now mapped with the Custodian / Corporate Body/ Mutual Fund Entity). The same can be viewed under the “Report Section”.

STEP 3 – Voting through remote e-voting

The corporate shareholder can vote by two methods, during the remote e-voting period.

METHOD 1 - VOTES ENTRY

a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.
b) Click on “Votes Entry” tab under the Menu section.
c) Enter the “Event No.” for which you want to cast vote. Event No. can be viewed on the home page of InstaVote under “On-going Events”.
d) Enter “16-digit Demat Account No.” for which you want to cast vote.
e) Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).
f) After selecting the desired option i.e. Favour / Against, click on ‘Submit’. A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.

OR

METHOD 2 - VOTES UPLOAD

a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.
b) After successful login, you will be able to see the “Notification for e-voting”.
c) Select “View” icon for “Company’s Name / Event number”.
d) E-voting page will appear.
e) Download sample vote file from “Download Sample Vote File” tab.
f) Cast your vote by selecting your desired option 'Favour / Against' in the sample vote file and upload the same under “Upload Vote File” option.
g) Click on ‘Submit’. ‘Data uploaded successfully’ message will be displayed.
(Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

Helpdesk:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode facing any technical issue in login may contact INSTAVOTE helpdesk by sending a request at [email protected] or contact on: - Tel: 022 – 4918 6000.

Individual Shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode may contact the respective helpdesk for any technical issues related to login through Depository i.e., NSDL and CDSL.

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 [email protected] or call at : 022 - 4886 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request [email protected] or contact at toll free no. 1800 22 55 33

Forgot Password:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on: https://instavote.linkintime.co.in

Click on “Login” under ‘SHARE HOLDER’ tab.
Click “forgot password?”
Enter User ID, select Mode and Enter Image Verification code (CAPTCHA).
Click on “SUBMIT”.

In case shareholders have a valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. The password should contain a minimum of 8 characters, at least one special character (!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

User ID:

NSDL demat account – User ID is 8 Character DP ID followed by 8 Digit Client ID. CDSL demat account – User ID is 16 Digit Beneficiary ID.

Shareholders holding shares in physical form – User ID is Event No + Folio Number registered with the Company.

In case Custodian / Corporate Body/ Mutual Fund has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on: https://instavote.linkintime.co.in

Click on ‘Login’ under “Custodian / Corporate Body/ Mutual Fund” tab
Click “forgot password?”
Enter User ID, Organization ID and Enter Image Verification code (CAPTCHA).
Click on “SUBMIT”.

In case shareholders have a valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing information about the particulars of the Security Question and Answer, PAN, DOB/DOI etc. The password should contain a minimum of 8 characters, at least one special character (!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:

Individual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both, then the Shareholders are advised to use Forget User ID and Forget Password option available at above mentioned depository/ depository participants website.

It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.
During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular “Event”.

Team InstaVote

MUFG Intime India Private Limited Formerly Link Intime India Private Limited

EXPLANATORY STATEMENT (PURSUANT TO SECTION 102(1) OF THE ACT AND REGULATION 36(3) OF THE SEBI LISTING REGULATIONS)

Item No. 1- Regularization of Appointment of Independent Director

According to provisions of the SEBI Listing Regulations, if the non–executive chairman is a promoter, at least one half of the board of the company should consist of Independent Directors. Consequent upon the resignation of Ms. Anjana Mehra, an Independent Director of the Company, it is required to appoint an Independent Director on the Board of the Company.

In view of the above, the Board of Directors, at their meeting held on 16[th] January, 2025, subject to approval of shareholders, based on the recommendation of the Nomination and Remuneration Committee (NRC), appointed Ms. Payal Garg as an Additional and Independent Director with effect from 16[th] January, 2025 for a term of 5 consecutive years.

Section 149, 161 of the Companies Act, 2013 as amended from time to time read with schedule IV provides that an appointment of Independent Director shall be approved by shareholders at a general meeting. Therefore, having received the requisite notice under section 160 of the Act, it is proposed to seek approval of shareholder by way of an special resolution through this postal ballot for a consecutive period of 5 years from 16[th] January, 2025 up to 15[th] January, 2030.

Since the appointment concerns independent director who is also recommended by NRC, the requirement of deposit of amount of ₹ 1 Lakh is not applicable.

Ms. Payal Garg has submitted a declaration that he is not disqualified from being appointed as a director along with a declaration to the effect that he meets the criteria of independence specified under the Act and the SEBI Listing Regulations.

The Board has taken on record the declarations submitted by her after undertaking due veracity of the same and is of the opinion that he is a person of integrity and possesses relevant expertise and experience relating to the business and industry in which the Company operates.

Ms. Payal Garg is not related to any director or key managerial personnel of the Company. She will not receive any remuneration from the Company. She will be eligible for payment of sitting fees and commission, as payable to other non- executive directors of the Company, as per remuneration policy of the Company to the extent applicable.

The Nomination and Remuneration Committee (NRC) at its meeting held on 16[th] January, 2025, evaluated the balance of skills, knowledge, experience on the Board and prepared a description of the roles and capabilities required of an Independent Director. The NRC after confirming the capabilities possessed by Ms. Payal Garg, as identified in the description, recommended the appointment to the Board.

The Board is of the opinion that Ms. Payal Garg possesses requisite skills, experience and knowledge relevant to the Company’s business and it would be of immense benefit to the Company to have his association with the Company as an Independent Woman Director of the Company and accordingly commends passing of the special resolution set out in Item No. 1 of this notice for approval of the members.

Other than Ms. Payal Garg, none of the directors, key managerial personnel of the Company or their relatives are, directly or indirectly, concerned or interested, financially or otherwise in this resolution, except to the extent of their respective shareholding, if any, in the Company.

By order of the Board of Directors For STL Global Limited. Sd/Sanjiv Kumar Agarwal Whole Time Director DIN: 00227251

Whole Time Director

Place: Faridabad Date: 28-02-2025

ADDITIONAL INFORMATION IN TERMS OF REGULATION 27 & 36 OF SEBI (LISTING OBLIGATIONS & DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AS AMENDED FROM TIME TO TIME ON DIRECTORS RECOMMENDED FOR APPOINTMENT/RE-APPOINTMENT OR SEEKING ELECTION AT THE GENERAL MEETING:

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----- Start of picture text -----

Name of the Director Ms. Payal Garg
Director Identification Number (DIN) 10888198
Date of Birth 18-11-1975
Nationality Indian
Date of Appointment 16-01-2025
Qualifications Graduate
Expertise in specific functional areas Ms. Payal Garg, aged about 49 years is appointed as Additional
Non-Executive Independent Woman Director on the Board of the
Company pursuant to Section 149, 152 and other applicable section
of the Companies Act, 2013 and rules made thereunder and
applicable Regulations of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 as amended from time to time.
She is completed her graduation from Woman’s college,
Sambalpur, Orissa. She has rich and vast experience of around 20
years for business administration, business planning and policy
formulation apart other assignments. Her working experience and
knowledge will be benefitted for the growth of the Company.
Shareholding in STL Global Limited NIL
Directorship in other Public Companies including Companies: 1
this Company
Membership of Committees Committees: 2
Relationship with any Director(s) of the Company No Relation
as per applicable sections and provisions of
Companies Act, 2013 and Regulations of SEBI
(LODR) Regulations, 2015 as amended from time
to time
----- End of picture text -----

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STL Global Ltd — Proxy Solicitation & Information Statement 2025

63402_rns_2025-03-07_28d08ec4-9f51-46fb-b06b-f030c5165898.pdf

Date: 07.03.2025

To Listing Compliance Department BSE Limited

Sub: Submission of Postal Ballot Notice

Dear Sir/Madam,

For STL GLOBAL LIMITED

STL GLOBAL LIMITED

POSTAL BALLOT NOTICE

[PURSUANT TO SECTION 110 OF THE COMPANIES ACT, 2013, READ WITH RULES 22 AND 20 OF THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014]

Item No. 1

Regularization of Appointment of Ms. Payal Garg (DIN: 10888198) as an Non-Executive Woman Independent Director

NOTES:

REMOTE E-VOTING INSTRUCTIONS FOR SHAREHOLDERS

Voting facility.

Individual Shareholders holding securities in demat mode with NSDL

METHOD 1 - Individual Shareholders registered with NSDL IDeAS facility

Shareholders who have registered for NSDL IDeAS facility:

OR

Shareholders who have not registered for NSDL IDeAS facility:

METHOD 2 - Individual Shareholders directly visiting the e-voting website of NSDL

Individual Shareholders holding securities in demat mode with CDSL

METHOD 1 – Individual Shareholders registered with CDSL Easi/ Easiest facility

Shareholders who have registered/ opted for CDSL Easi/ Easiest facility:

OR

Shareholders who have not registered for CDSL Easi/ Easiest facility:

METHOD 2 - Individual Shareholders directly visiting the e-voting website of CDSL

Individual Shareholders holding securities in demat mode with Depository Participant

Login method for shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode

Shareholders who have not registered for INSTAVOTE facility:

A. User ID:

B. PAN:

C. DOB/DOI:

D. Bank Account Number:

c) Click on “Login” under ‘SHARE HOLDER’ tab.

Guidelines for Institutional shareholders (“Custodian / Corporate Body/ Mutual Fund”)

STEP 1 – Custodian / Corporate Body/ Mutual Fund Registration

STEP 2 – Investor Mapping

METHOD 1 - VOTES ENTRY

OR

METHOD 2 - VOTES UPLOAD

Helpdesk:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode:

Forgot Password:

User ID:

Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:

EXPLANATORY STATEMENT (PURSUANT TO SECTION 102(1) OF THE ACT AND REGULATION 36(3) OF THE SEBI LISTING REGULATIONS)

Item No. 1- Regularization of Appointment of Independent Director

ADDITIONAL INFORMATION IN TERMS OF REGULATION 27 & 36 OF SEBI (LISTING OBLIGATIONS & DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AS AMENDED FROM TIME TO TIME ON DIRECTORS RECOMMENDED FOR APPOINTMENT/RE-APPOINTMENT OR SEEKING ELECTION AT THE GENERAL MEETING:

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STL Global Ltd Proxy Solicitation & Information Statement 2025