To The Members,
The Directors are pleased to present the Annual Report for the FY24 together with the audited financial statements of the Company for the financial year ended March 31, 2024.
FINANCIAL SUMMARY/HIGHLIGHTS
The financial results of the Company are elaborated in the report on Management Discussion and Analysis. Given below are the financial highlights.
PERFORMANCE
Standalone
FY24 closed with Revenues of ' 3,952 crores, EBITDA of ' 302 crores, Net Loss of ' 127 crores and EBITDA margins of 8%.
Consolidated
FY24 closed with Revenues of ' 5,478 crores, EBITDA of ' 627 crores, Net Loss attributable to owners of the Company ' 51 crores and EBITDA margins of 11%.
OPERATIONS
With in-house expertise in glass science, material science, precision manufacturing, big picture understanding of network architectures, deep understanding of networking deployment and operations, Sterlite Technologies Limited ('STL' or 'the Company') brings complete control and predictability across the digital connectivity value chain from manufacturing its own glass preform to producing fibre in semiconductor grade clean rooms, a pioneer in the cable space - making advanced configurations like 6912 fibre cable to faster deployment with STL's optical connectivity portfolio.
Our expert offerings in Optical Connectivity, Global Services, and Digital and Technology solutions have won us the trust of leading names in telecom, cloud, citizen networks and large businesses. The Company, driven by its purpose of 'Transforming Billions of Lives by Connecting the World?, designs and manufactures in 4 continents with customers in more than 100 countries.
In the US, STL's fiber optic and connectivity solutions are helping the country build ubiquitous broadband networks. An agile and reliable partner and 'problem-solver' to leading service providers,
STL has strengthened its presence with an advanced manufacturing facility in South Carolina. This world- class facility is compliant with ISO 9001, 14001 and 45001 for quality, environment, health and safety. Championing sustainable manufacturing, the Company has committed to achieving Net Zero emissions by 2030. STL also works closely with industry bodies like Fiber Broadband Association (FBA), Informa, Cabling Installation and Maintenance and its optical products are Telecordia-certified and meet the installation standards as per GR-20.
STL has been front and centre of UK's digital transformation journey for more than 10 years. The Company's optical cable and interconnect offerings and network deployment expertise have pushed it to the centre of 'Project Gigabit' in the UK. An agile and reliable partner and 'problem-solver' to leading service providers, STL has strengthened its capabilities by setting up an Optical and Services Centre of Excellence. We are serving the optical and network build needs of our UK-based customers with design innovation and shorter lead times through our optical cable and interconnect manufacturing set ups in Italy.
In Europe, STL is driving design innovation in the optical network space to support national connectivity programs and help build ubiquitous broadband, FTTx, and 5G networks. Through its advanced Optical Fibre cable (OFC) and Optical Interconnect facilities in Italy, STL has helped in meeting the fibre demand and expedited fibre rollouts across the European region.
The Company's optical solutions are helping accelerate 5G connectivity and smart living in the Middle East, and are driving digital inclusion in Africa. STL has a centre of excellence in Dubai that integrates R&D and product development for the region. STL's business goals are driven by customer- centricity, R&D and sustainability.
STL started its journey in Australia in 2020 when it became the trusted optical partner for the second- largest telecom operator in Australia. Since then, it has been an integral part of the region's digital transformation journey. Over the span of 4 years, the Company has strengthened its position as a 'problem solver' and a reliable optical solutions provider with design excellence.
Our recent ' 1,000 Cr fundraise with top global investors via a Qualified Institutional Placement (QIP) shows strong investor confidence in our growth trajectory. We utilised this lean industry period to strengthen our capability across the board, including cost structure, balance sheet, global operations, and product portfolio. We also completed our capex investment cycle and started operations in our Palmetto Plant in South Carolina, US. FY24 also saw the Company taking significant strides toward cash generation and debt reduction.
STL achieved great milestones towards its goal of Net-Zero by 2030, launching the world's first third- party accredited Eco-labelled range of Optical products and collaborated with Hygenco for supplying Green Hydrogen.
Highlights of the Company's operations and state of affairs for the FY24 are included in the Management Discussion and Analysis Report which forms part of this Annual Report.
BUSINESS RESTRUCTURING
The Board of Directors at its meeting held on May 17, 2023 approved Scheme of Arrangement whereby the Global Services Business will be demerged into STL Networks Limited ("Resulting Company"), a wholly owned subsidiary of the Company, on a going concern basis, under the provisions of Section 230 to 232 of the Companies Act, 2013.
The Company has received No Objection Certificates from BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). After receiving required approvals including those of shareholders and creditors of the Company, Resulting Company will be listed on the BSE and NSE.
DIVIDEND AND DIVIDEND DISTRIBUTION POLICY
The Board of Directors of your Company ("Board"), considering the losses in FY24 and keeping in view the Company's Dividend Distribution Policy, has decided that it would be prudent not to recommend any dividend for the year under review.
The Dividend Distribution Policy of the Company, in terms of Regulation 43A of the Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements), Regulations, 2015 ('SEBI Listing Regulations'), is available on the website of the Company at https://www.stl.tech/ Code-of-Conduct-and-Policies.html
SHARE CAPITAL
The paid-up equity share capital as on March 31, 2024 was ' 79.82 crores. There was no public issue, rights issue, bonus issue or preferential issue etc. during the year. During the year under review, the Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.
The Board of Directors in its meeting held on May 17, 2023, approved a proposal of fund raising through Qualified Institutional Placement (QIP) among other modes pursuant to Section 62 of Companies Act,
2013. The same was also approved by the members by way of Special Resolution passed at the Annual General Meeting held on August 11, 2023.
Pursuant to the approvals of the Board and Members respectively, the Company raised ' 1000 Crs. through a Qualified Institutional Placement (QIP) route. The entire process saw healthy participation by highly reputed global and Indian investors, which is a testament to their confidence in STL.
Authorisation and Allotment Committee of the Board at its meeting held on April 12, 2024, approved allotment of 88,456,435 Equity Shares each at a price of ' 113.05 per Equity Share (including a premium of ' 111.05 per Equity Share) through Qualified Institutional Placement. Pursuant to the allotment of Equity Shares in the Issue, the paid-up equity share capital of the Company stands increased to ' 975,145,220, comprising 487,572,610 Equity Shares. Final trading approval was received from both the Stock Exchanges viz., BSE and NSE on April 16, 2024.
CORPORATE GOVERNANCE
A Report on Corporate Governance, in terms of Regulation 34 of the SEBI Listing Regulations, along with a Certificate from Practising Company Secretary, certifying compliance of conditions of Corporate Governance enumerated in the Listing Regulations, is presented in a separate section forming part of this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, giving detailed analysis of Company's operations, as stipulated under Regulation 34 of the SEBI Listing Regulations, is presented in a separate section forming part of this Annual Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BSRR)
In compliance with the SEBI Listing Regulations, the Company has included a separate section on Business Responsibility and Sustainability as a part of this Annual Report.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There were no adverse material changes or commitments occurred between the end of financial year and date of this report, which may affect the financial position of the Company or may require disclosure.
BOARD MEETINGS
A calendar of Meetings is prepared and circulated in advance to the Directors. During FY24, five meetings of the Board of Directors were held on May 17, 2023; July 27, 2023; October 26, 2023; January 25, 2024 and March 27, 2024. The maximum time-gap between any two consecutive meetings did not exceed one hundred and twenty days.
COMPOSITION OF AUDIT COMMITTEE
The Audit Committee of the Board comprises of Mr. S Madhavan - Chairman, Ms. Kumud Srinivasan - Member, Mr. Sandip Das - Member and Mr. Pravin Agarwal - Member. All recommendations given by Audit Committee during FY24 were accepted by the Board.
Further, as on March 31, 2024 the Company had Audit Committee, Nomination and Remuneration Committee, Stakeholders' Relationship Committee, Risk Management Committee, Sustainability and Corporate Social Responsibility Committee and other committees.
A detailed note on the Composition of Board and its committee is given in the corporate governance report, which forms a part of this Annual Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
The Board of directors of the Company has an optimum combination of Executive, Non-Executive and Independent Directors including woman Independent Director.
Appointment/re-appointment
Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on May 17, 2023, approved the re-appointment of Ms. Kumud Srinivasan (DIN: 06487248) as an Independent Director of the Company for a second term of two consecutive years with effect from May 22, 2023 to May 21, 2025 and the same was approved by the members at their Annual General Meeting held on August 11, 2023. Further, pursuant to the recommendation of the Nomination and Remuneration Committee, the Board approved by way of resolution by circulation the appointment of Mr. Venkatesh Murthy (DIN: 08567907), as an Additional Director - Operations for a period of 5 years effective from August 11, 2023 to August 10, 2028 and the same was approved by the members through postal ballot on September 28, 2023.
Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on May 08, 2024, appointed Ms.
Amrita Gangotra (DIN: 08333492) as an Additional Director of the Company effective from May 08,
2024 who holds office upto the forthcoming Annual General Meeting ('AGM') of the Company and it is proposed to appoint her as an Independent Director of the Company for a term of 5 years subject to the approval of shareholders at the forthcoming AGM.
Details of the aforesaid proposals for appointment are provided in the Annexure to the Notice of the AGM.
Pursuant to Section 152 of the Companies Act, 2013 ('the Act'), Mr. Pravin Agarwal (DIN: 00022096 ), Whole-Time Director will retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.
Declaration by independent directors
The Company has received necessary declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under section 149(7) of the Act and Regulation 16 and 25 of the SEBI Listing Regulations. The Independent Directors of the Company have also registered themselves in the databank with the Indian Institute of Corporate Affairs and confirmed compliance of relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors)
Rules, 2014. The Board is of the opinion that the Independent Directors of the Company including the Independent Director proposed to be appointed possess requisite qualifications, experience and expertise and they hold highest standards of integrity.
Managerial Remuneration
The managerial remuneration paid by the Company in FY24 exceeds the limits prescribed under Section 197 read with Schedule V to the Act. Approval of the Members of the Company is being sought by way of a special resolution for the aforesaid payment of managerial remuneration. The required details and disclosures as required under Schedule V to the Act are given in the Explanatory Statement forming part of Notice of the ensuing Annual General Meeting.
KMP
In terms of provisions of Section 203 of the Act, and the Rules made thereunder, following are the KMP of the Company:
1. Mr. Ankit Agarwal - Managing Director
2. Mr. Tushar Shroff - Chief Financial Officer
3. Mr. Amit Deshpande - General Counsel & Company Secretary
PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
The Board of Directors of the Company is committed to assessing its own performance as a Board in order to identify its strengths and areas in which it may improve its functioning. To that end, the NRC has established processes for performance evaluation of Independent Directors, the Board and Committees of the Board. Pursuant to the provisions of the Act and the SEBI Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of its Committees as well as the Directors individually. Details of the evaluation mechanism are provided in the Corporate Governance Report.
The Board has, on the recommendation of the NRC framed a policy for selection and appointment of Directors, Senior Management and their remuneration ('NRC Policy'). The NRC Policy of the Company includes criteria for determining qualifications, positive attributes and independence of a director and policy relating to the remuneration of Directors, Key Managerial Personnel and other employees. The NRC Policy is framed with the object of attracting, retaining and motivating talent which is required to run the Company successfully. The Policy can also be accessed on Company's website at the link: https:// www.stl.tech/Code-of-Conduct-and-Policies.html
DIRECTORS? RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(3)(c) and Section 134(5) of the Act, Directors, to the best of their knowledge and belief, state that:
a) in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;
b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the loss of the Company for the year April 1, 2023 to March 31, 2024;
c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a 'going concern' basis;
e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
COMPLIANCE WITH SECRETARIAL STANDARDS
Directors confirm that the Secretarial Standard - 1 on the Meetings of Board of Directors and Secretarial Standard - 2 on General Meetings, issued by The Institute of Company Secretaries of India, have been duly complied with.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts and arrangements with related parties, entered by the Company during FY24, were in the ordinary course of business and on an arm's length basis, except for those which were specifically approved by the Board (for transactions not in ordinary course).
There were no material contracts or arrangements or transactions entered into during the year ended March 31, 2024.
Details regarding the policy, approval and review of Related Party Transactions are provided in the Corporate Governance Report.
SUBSIDIARIES AND JOINT VENTURES
In accordance with Section 129(3) of the Act, a statement containing salient features of the financial statements of the subsidiary companies in the Form AOC-1 is provided as part of the consolidated financial statements. Hence, a separate report on the performance and financial position of each of the subsidiaries and joint venture companies is not repeated here for the sake of brevity. This also includes highlights of the performance of Sterlite Global Ventures (Mauritius) Limited, Metallurgica Bresciana S.p.A. Sterlite Technologies Inc., USA and Sterlite Tech Cables Solutions Limited which are material subsidiaries of the Company.
Sterlite Technologies Limited and STL UK Holdco Limited (wholly owned subsidiary) acquired 80% stake in Clearcomm Group Limited ("Clearcomm") in FY 22. The acquisition of the remaining 20% stake
in Clearcomm was completed effective February 15, 2024 and the Company now holds 100% shares of Clearcomm through its wholly owned subsidiary in the UK.
Metallurgica Bresciana S.p.A., Italy (a wholly owned subsidiary of the Sterlite Technologies Limited (STL), entered into definitive agreement on November 28, 2023 to sell its 40% of outstanding shares held in Metallurgica Bresciana Maanshan Special Cable Ltd., China, subject to regulatory approvals.
During FY 24, the following have ceased to be subsidiaries (direct/indirect) of the Company:
• Vulcan Data Centre Solutions Limited, UK (direct subsidiary of Sterlite Global (Mauritius) Ventures Limited) has been struck off effective January 16, 2024
• STL Edge Networks Inc. (direct subsidiary of Sterlite Technologies UK Ventures Limited) has been dissolved effective November 27, 2023
• STL Networks Services, Inc. (direct subsidiary of Sterlite Technologies UK Ventures Limited) dissolved effective October 09, 2023
• Sterlite Telesystems Limited, India, (direct subsidiary of Speedon Network Limited) has been struck off effective September 20, 2023
The Company has complied with Foreign Exchange Management (Non-debt Instruments) Rules, 2019, as amended, for the downstream investments made during the year.
Policy on material subsidiaries, as approved by the Board of Directors, can be accessed on the Company's website at https://www.stl.tech/Code-of- Conduct-and-Policies.html
The Audited Financial Statements of the Subsidiary Companies have not been included in the Annual Report. The financial statements of the Subsidiary Companies and the related information will be made available, upon request, to the members seeking such information at any point of time. These financial statements will also be available on the Website of the Company https://www.stl.tech/downloads.html
FINANCIAL STATEMENTS
Pursuant to various circulars issued by the Ministry of Corporate Affairs and SEBI, the Company shall not be dispatching physical copies of the Annual Report and shall be sent only by email to the members. However, copies of the Annual Report will be provided to the members upon request.
The consolidated financial statements of the Company prepared in accordance with the Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules,
2015, duly audited by Statutory Auditors, also forms part of this Annual Report.
STATUTORY AUDITORS
M/s. Price Waterhouse Chartered Accountants LLP (Firm Registration No. 012754N/N500016) ('PWC') were appointed as the Statutory Auditors of the Company at the Annual General Meeting held on August 26, 2022 for a second term of five consecutive years from the conclusion of 23rd Annual General Meeting till the conclusion of 28th Annual General Meeting to be held in the calendar year 2027.
STATUTORY AUDITOR?S REPORT
There are no qualifications, reservations or adverse remarks made by the Statutory Auditors, in their report for the financial year ended March 31, 2024.
SECRETARIAL AUDITOR
Pursuant to Section 204 of the Act, Mr. Jayavant B Bhave, Practising Company Secretary, was appointed to conduct the Secretarial Audit of the Company, for the financial year ended March 31, 2024. The Report of the Secretarial Auditor is annexed as Annexure I to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
COST AUDITOR
The Company is required to make and maintain cost records for certain products as specified by the Central Government under sub-section (1) of section 148 of the Act. Accordingly, the Company has been making and maintaining the records as required.
Pursuant to Section 148 of the Act, read with The Companies (Cost Records and Audit) Rules, 2014, the cost audit records maintained by the Company are required to be audited. Mr Kiran Naik, Cost Accountant, was appointed as the Cost Auditor to audit the cost accounts of the Company for the said products for FY24. Cost Audit Report for FY24 will be filed with the Registrar of Companies within the prescribed timelines.
The Board of Directors has approved appointment of Mr. Kiran Naik as Cost auditor for FY 25 at a remuneration of '1,20,000. Mr. Kiran Naik, being eligible has consented to act as a Cost auditor. As required by the provisions of the Act, a resolution seeking Members' approval for the remuneration payable to Mr Kiran Naik, Cost Auditor for FY25 is included in the Notice convening the ensuing AGM.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. During the year, such controls were tested and the Company has, in all material respects, maintained adequate internal financial controls over financial reporting as of March 31, 2024 and are operating effectively.
The Board of Directors has devised systems, policies and procedures / frameworks, which are currently operational within the Company for ensuring the orderly and efficient conduct of its business, which includes adherence to Company's policies, safeguarding assets of the Company, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. In line with the best practices, the Audit Committee and the Board reviews these internal controls to ensure they remain effective and are designed to achieve their intended purpose. Where weaknesses, if any, are identified as a result of the reviews, corrective and preventive actions are then put in place to strengthen controls.
The systems/frameworks include proper delegation of authority, operating philosophies, policies and procedures, effective IT systems aligned to business requirements, an internal audit framework, an ethics framework, a risk management framework and adequate segregation of duties to ensure an acceptable level of risk.
The Company has documented Standard Operating Procedures (SOP) for key functions such as for procurement, project / expansion management, capital expenditure, human resources, sales and marketing, finance, treasury, compliance management, safety, health, and environment (SHE), and manufacturing. The Company's internal audit activity is managed through the Management Assurance Services ('MAS') function. It is an important element of the overall process by which the Audit Committee and the Board obtains assurance on the effectiveness of internal controls over financial reporting.
The scope of work, including annual internal audit plan, authority and resources of Management Assurance Services (MAS), are regularly reviewed and approved by the Audit Committee. Annual internal audit plan is aligned with ERM to ensure that all critical risks are covered in the audit plan. Besides, its work is supported by the services of leading international audit firms. The annual internal audit includes monthly physical verification of inventory
and review of accounts/MIS and a quarterly review of critical business processes. To enhance internal controls, the internal audit follows a stringent grading mechanism, monitoring and reporting of the implementation of internal auditors' recommendations of internal audit. The internal auditors make periodic presentations on audit observations, including the status of follow-up to the Audit Committee.
DETAILS REGARDING FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12)
During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Audit Committee, under Section 143(12) of the the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards' report.
STATUTORY COMPLIANCE MANAGEMENT
The Company has in place a robust automated Compliance Framework based on the global inventory of all applicable laws and compliance obligations, which are regularly monitored and updated basis the changing requirements of the law. It is a well- defined system for storing, monitoring and ensuring compliances under various legislations. Non- compliances, if any, are reported and corrective actions are taken within a reasonable time. A certificate of compliance of all applicable laws and regulations, along with exceptions report and mitigation plan, if any, is placed before the Audit Committee and Board of Directors on a quarterly basis.
BUSINESS RISK MANAGEMENT
The Company has formally implemented an Enterprise Risk Management framework and has a policy to identify and assess the risk events monitor and report on action taken to mitigate identified risks. A detailed exercise is carried out periodically to identify, evaluate, manage and monitor both business and non-business risk. The Audit Committee and the Board of Directors periodically review the risk and suggest steps to be taken to control and mitigate the same through a properly defined framework. Details of Risk Management are presented in a separate section forming part of this Annual Report.
This framework, inter alia, includes the identification of internal and external risks faced by the Company, including financial, operational, sectoral, sustainability, information, cyber security, strategic or any other risk as may be determined by the Risk Management Committee and the measures for risk mitigation, reporting of critical risks within the Company and Business Continuity Plan.
The Risk Management Committee of the Board comprises of Ms. Kumud Srinivasan as the Chairperson and Mr Sandip Das, Mr Ankit Agarwal and Mr. Tushar Shroff as Members.
WHISTLE BLOWER MECHANISM
The Company has established a vigil mechanism and formulated the Whistle Blower Policy (WB) to deal with instances of fraud and mismanagement, if any. The details of the WB Policy are explained in the Corporate Governance Report and also posted on the website of the Company.
DISCLOSURE REGARDING PREVENTION OF SEXUAL HARASSMENT
The Company is committed to maintaining a productive environment for all its employees at various levels in the organisation, free of sexual harassment and discrimination on the basis of gender. The Company has framed a policy on Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act"). The Company has also set up "Prevention of Sexual Harassment Committee, which is in compliance with the requirement of the POSH Act, to redress the Complaints received regarding sexual harassment which has formalised a free and fair enquiry process with clear timeline. During the financial year, the Company did not receive any complaint under the POSH Act.
The Company is already in compliance with the directions issued by the Honorable Supreme Court of India in May 2023 for the proper implementation of POSH Act.
EMPLOYEES STOCK OPTION SCHEME
The Company's Employee Stock Option Schemes are in line with Company's philosophy of sharing benefits of growth with the growth drivers and are in compliance with the applicable SEBI Listing Regulations. The Company allotted 5,35,742 shares during the year to various employees who exercised their options. The Certificate from the Secretarial Auditor confirming that the Scheme has been implemented in accordance with the SEBI Regulations and the resolution passed by the shareholders would be placed at the AGM for inspection by Member.
Disclosures with respect to Stock Options, as required under Regulation 14 of the applicable SEBI Regulations, are available in the Annexure II to this Report, Notes to the Financial Statements and can also be accessed on the Company's website at https://www.stl.tech/downloads.html
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as Annexure III to this Report.
A statement containing particulars of employees as required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided as a separate annexure forming part of this Report. However, the Annual Report is being sent to the members, excluding the aforesaid annexure. The said information is available for electronic inspection during working hours and any member interested in obtaining such information may write to the Company Secretary or Registrar and Transfer Agent and the same will be furnished on request.
ANNUAL RETURN
In terms of Section 92(3) of the Act, the annual return of the Company for the financial year ended March 31, 2024 shall be available on the Company's website https://www.stl.tech/investors.html
NON-CONVERTIBLE DEBENTURES
The Company has outstanding Secured, Rated, Redeemable, Non-Convertible Debentures (NCDs) of ' 390 crores. The Company has maintained asset cover sufficient to discharge the principal amount along with outstanding Interest at all times for its NCDs. NCDs are listed on the debt segment of BSE, as per the SEBI Guidelines and SEBI Listing Regulations.
The details of debenture trustee are as below-
Axis Trustee Services Limited
The Ruby, 2nd Floor, SW
29 Senapati Bapat Marg, Dadar West
Mumbai- 400 028
Contact No.: +91- 022-6230 0438
CREDIT RATING
The Company's financial discipline is reflected in the strong credit rating ascribed by ICRA/CRISIL:
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo as prescribed under Section 134(3)(m) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014, are given as Annexure IV to this Report.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to the provisions of Section 124 of the Act, relevant amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the Company to the Investor Education and Protection Fund established by Central Government. Details of unpaid and unclaimed amounts lying with the Company as on March 31,
2024 have been uploaded on the Company's website at https://www.stl.tech/latest disclosure.html.
TRANSFER OF ‘UNDERLYING SHARES? TO IEPF
In terms of Section 124(6) of the Act, read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has transferred the equity shares in respect of which dividends have remained unclaimed for a period of seven consecutive years to the IEPF Account established by the Central Government. Details of shares transferred have been uploaded on the website of the Company at https:// www.stl.tech/latest disclosure.html.
CORPORATE SOCIAL RESPONSIBILITY
The Board has constituted Sustainability and Corporate Social Responsibility Committee ('CSR Committee') which comprises Mr. B J Arun , Chairman, Mr. Sandip Das, Mr. Pravin Agarwal and Mr. Ankit Agarwal, Members. The Board has also approved a CSR policy on recommendations of CSR Committee, which is available on the website of the Company at https://www.stl.tech/Code-of-Conduct- and-Policies.html
As part of its initiatives under Corporate Social Responsibility, the Company has undertaken projects in the areas of Education, Health, Women Empowerment and Community Development during FY24.
During the year, the Company has spent ' 5.94 crores on CSR activities. The Annual Report on CSR activities, in accordance with Section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure V to this Report.
GENERAL
Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
a) The Company has not accepted any deposits from the public or otherwise in terms of Section 73 of the Act read with Companies (Acceptance of Deposit) Rules, 2014 and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.
b) The Whole-time Directors of the Company do not receive any remuneration or commission from any of its subsidiaries.
c) No significant or material orders were passed by the Regulators, Courts or Tribunals which impact the going concern status and Company's operations in future.
d) No application has been made under the Insolvency and Bankruptcy Code, 2016 (31 of
2016) ("the IBC, 2016"), hence, the requirement to disclose the details of application made or any proceeding pending under the IBC, 2016 during the year along with their status as at the end of the financial year is not applicable.
e) The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.
f) There has been no change in the nature of business of the Company.
ACKNOWLEDGEMENT
Directors would like to express their appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Directors take on record their deep sense of appreciation to the contributions made by the employees through their hard work, dedication, competence, support and co-operation towards the progress of our Company.