The Directors are pleased to present the Annual Report for the Financial Year 2024-25 (FY25) together with the
audited financial statements of the Company for the financial year ("FY”) ended March 31, 2025.
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.
|
Particulars (f Crores)
|
Standalone
|
Consolidated
|
|
2024-25
|
2023-24
|
2024-25
|
2023-24
|
|
Revenue from operations
|
2,215
|
2,661
|
3,996
|
4,083
|
|
Earnings before exceptional items, interest,
tax, depreciation and amortisation (EBITDA)
|
160
|
167
|
452
|
527
|
|
Less: finance cost
|
163
|
227
|
241
|
293
|
|
Less: depreciation and amortisation expense
|
174
|
185
|
316
|
314
|
|
Net profit/(loss) before exceptional item and
taxation (from continuing operations)
|
(177)
|
(245)
|
(105)
|
(80)
|
|
Exceptional item
|
-
|
-
|
|
-
|
|
Net profit/ (loss) before taxation (from
continuing operations)
|
(177)
|
(245)
|
(105)
|
(80)
|
|
Total tax expenses
|
(50)
|
(60)
|
(33)
|
(5)
|
|
Net profit/(loss) for the year after tax (from
continuing operations)
|
(127)
|
(185)
|
(72)
|
(75)
|
|
Share of profit/(loss) of joint venture
|
|
|
|
4
|
|
Net profit for the year after tax & share in
profit/ (loss) of joint venture (from continuing
operations)
|
(127)
|
(185)
|
(72)
|
(71)
|
|
Profit/(loss) from discontinued operations
|
12
|
58
|
(51)
|
14
|
|
Profit for the year
|
(115)
|
(127)
|
(123)
|
(57)
|
|
Share of profit/(loss) of minority interest
|
|
|
|
(6)
|
|
Net profit attributable to owners of the
company
|
(115)
|
(127)
|
(123)
|
(51)
|
|
Balance carried forward from previous year
|
1,481
|
1,646
|
1,715
|
1,777
|
|
Amount available for appropriation
|
1,366
|
1,519
|
1,590
|
1,753
|
|
APPROPRIATIONS
|
|
|
|
|
|
Equity dividend and tax thereon
|
0
|
(40)
|
0
|
(40)
|
|
Others
|
(1162)
|
2
|
(912)
|
2
|
|
Balance carried forward to the next year
|
203
|
1,481
|
678
|
1,715
|
* Financial highlights are given post considering the demerger impact, excluding GSB financials.
PERFORMANCE
Standalone
FY25 closed with Revenues of ? 2,215 crores, EBITDA of ? 160 crores, Net Loss of ? 127 crores and EBITDA margins of
7%.
Consolidated
FY25 closed with Revenues of ? 3,996 crores, EBITDA of ? 452 crores, Net Loss attributable to owners of the Company
? 72 crores and EBITDA margins of 11%.
OPERATIONS
STL is a trusted name in the industry with a strong
global presence spanning three continents and
serving customers across 100 countries. Our expert
offerings in Optical cable, Optical Connectivity, Data
Centres, and Digital and Technology solutions have
won us the trust of leading names in telecom, cloud,
and large enterprises.
In the US, STL's fibre optic and connectivity solutions
are helping the country build ubiquitous broadband
networks. STL has strengthened its presence with an
advanced manufacturing facility in South Carolina.
In the UK, STL has been front and centre of the UK's
digital transformation journey for over 10 years. The
company's optical solutions have significantly helped
in accelerating 'Project Gigabit' in the UK. We are
serving the optical and network build needs of our
UK-based customers with design innovation and co¬
creation and shorter lead times.
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
Connectivity 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 integrates
R&D and product development for the region. 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.
We are excited to share that in Q4FY25, demerger of
our Global Services business was completed, which
will pave the way for further growth opportunities.
At STL Digital, we have a dedicated team that
specializes in engineering digital experiences for
customers in various industries such as telecom,
technology, manufacturing, and healthcare.
Highlights of the Company's operations and state of
affairs for the FY25 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 ("the
Scheme”) 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 approval for the
Scheme by demerger involving the Company and
STL Networks Limited, as well as their respective
shareholders and creditors from Hon'ble National
Company Law Tribunal (NCLT), Mumbai Bench, vide
its order dated February 14, 2025. This demerger
became effective from close of business hours of
March 31, 2025.
Pursuant to the Scheme, the Company had fixed
April 24, 2025 as the record date for determining
the equity shareholders of the Company entitled
to receive the Resulting Company Equity Shares.
Accordingly, the shareholders of the Company as on
the record date, were allotted equity shares of the
Resulting Company in the ratio of 1:1. The Resulting
Company is in process of acquiring listing and
trading approvals from the Stock Exchanges and
SEBI.
DIVIDEND AND DIVIDEND
DISTRIBUTION POLICY
The Board of Directors of your Company ("Board”),
considering the losses in FY25 and keeping in view
the Company's Dividend Distribution Policy, has
decided to not 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 Control Board of India (SEBI) (Listing
Obligations and Disclosure Requirements),
Regulations, 2015 ('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, 2025
was ? 97.58 crores. The Company had raised the funds
through a Qualified Institutional Placement (QIP) route
and allotted 8,84,56,435 Equity Shares of ? 2/- each
on April 12, 2024 at an issue price of ? 113.05/- per
share (including a premium of ? 111.05/- per share)
aggregating to ? 1,000 Crores to top global investors
pursuant to the shareholders' approval vide special
resolution at the Annual General Meeting held on
August 11, 2023. The entire process showed strong
investor confidence in STL's growth which strengthen
its capability.
During the year under review, the Company has not
issued any equity shares with differential rights as to
dividend, voting or otherwise.
CORPORATE GOVERNANCE
A Report on Corporate Governance, in terms of
Regulation 34 of the Listing Regulations, along with
a Certificate from Practicing 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 Listing Regulations, is presented
in a separate section forming part of this Annual
Report.
BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT (BRSR)
In compliance with Regulation 34(2)(f) of the 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, except for the demerger 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 FY25, six meetings
of the Board of Directors were held on May 8, 2024;
July 30, 2024; October 30, 2024; November 22, 2024,
January 17, 2025 and March 21, 2025. 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. Bangalore Jayaram Arun - Member and
Ms. Amrita Gangotra - Member. All recommendations
given by the Audit Committee during FY25 were
accepted by the Board.
Further, as on March 31, 2025, the Board had
Audit Committee, Nomination and Remuneration
Committee, Stakeholders' Relationship Committee,
Risk Management Committee, Sustainability and
Corporate Social Responsibility Committee, and
Authorization and Allotment committee.
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, KEY MANANGERIAL
PERSONNEL (KMP) & SENIOR
MANAGEMENT
The Board of the Company has an optimum
combination of Executive, Non - Executive and
Independent Directors including woman Independent
Director.
Appointments/re-appointments
Pursuant to the recommendation of the Nomination
and Remuneration Committee (NRC), the Board
at its meeting held on May 8, 2024, approved
the appointment of Ms. Amrita Gangotra (DIN:
08333492) as an Non-executive Independent
Director of the Company for the first term of
consecutive five years with effect from May 8, 2024
upto May 7, 2029 and the same was approved by the
Members at the Annual General Meeting (AGM) held
on July 29, 2024.
Pursuant to the recommendation of the NRC, the
Board at its meeting held on January 17, 2025,
appointed Ms. Mrunal Asawadekar as Company
Secretary and Compliance Officer designated as Key
Managerial Personnel of the Company with effect
from February 01, 2025.
Pursuant to the recommendations of the NRC and
the Audit Committee, the Board at its meeting held
on May 16, 2025, appointed Mr. Ajay Jhanjhari as
Interim Chief Financial Officer designated as Key
Managerial Personnel of the Company with effect
from May 16, 2025.
Retirements and resignations
Mr. Sandip Das, Non-executive, Independent director
ceased to be a director of the Company with
effect from close of business hours on October 15,
2024 pursuant to completion of the tenure of his
appointment.
Mr. Amit Deshpande, Company Secretary &
Compliance Officer resigned with effect from close of
business hours on January 31, 2025.
Mr. Tushar Shroff, Chief Financial Officer resigned
with effect from close of Business Hours on March 31,
2025.
The respective appointments & cessations were
intimated to the stock exchanges within the statutory
due time.
Pursuant to Section 152 of the Companies Act, 2013
('the Act'), Mr. Ankit Agarwal (DIN 03344202),
Managing Director will retire by rotation at the
ensuing AGM and being eligible, offers himself
for re-appointment. The Board recommends his
appointment to the shareholders.
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 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 possess
requisite qualifications, experience and expertise and
they hold highest standards of integrity.
KMP
In terms of provisions of Section 203 of the Act, and
the Rules made thereunder, following are the Key
Managerial Personnel (KMP) of the Company as on
March 31, 2025:
1. Mr. Ankit Agarwal - Managing Director
2. Mr. Tushar Shroff * - Chief Financial Officer
3. Ms. Mrunal Asawadekar - Company Secretary
*Resigned effective close of business hours of March
31, 2025
SENIOR MANAGEMENT
In terms of provisions of the Listing Regulations
and the Act, the details of the senior management
and changes thereof are provided in the Corporate
Governance Report.
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 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 and
remuneration 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 be accessed on Company's website at the link:
https://www.stl.tech/Code-of-Conduct-and-Policies.
html
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, 2025, 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,
2025 and of the loss of the Company for the year
April 1, 2024 to March 31, 2025;
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 the financial year,
were in the ordinary course of business and on an
arm's length basis. None of the transactions with
related parties fall under the scope of Section 188(1)
of the Act. Accordingly, the disclosure of related
party transactions as required under Section 134(3)
(h) of the Act in Form AOC-2 is not applicable to the
Company for FY25 and hence, does not form part of
this report.
There were no material contracts or arrangements
or transactions entered into during the year ended
March 31, 2025.
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 Form
AOC-1 is provided as part of the consolidated
financial statement. 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 performance of Sterlite Global
Ventures (Mauritius) Limited, Metallurgica Bresciana
S.p.A. Sterlite Technologies Inc., USA, Sterlite
Tech Cables Solutions Limited which are material
subsidiaries of the Company.
During FY25, the following have ceased to be
subsidiaries (direct/step down) of the Company:
• STL Optical Tech Limited (direct subsidiary of STL
Tech Solutions Limited, UK) has been struck off
effective March 17, 2025.
• STL Networks Limited (direct subsidiary of the
Company) ceased to be subsidiary pursuant to
the demerger scheme effective close of business
hours of March 31, 2025.
• STL UK Holdco Limited, UK and Sterlite
Technologies UK Ventures Limited (direct
subsidiaries to the Company), Clearcomm Group
Limited, UK and Sterlite Conduspar Industries
Ltda. (Brazil) (step down subsidiaries to the
Company) ceased to be subsidiaries of the
Company and these entities have been transferred
to STL Networks Limited pursuant to the
demerger scheme effective close of business
hours of March 31, 2025.
During FY25, STL Optical Connectivity NA, LLC
(subsidiary of Sterlite Tech holding Inc) has been
formed as a subsidiary of the Company effective
February 20, 2025.
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
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.
Additionally, as per Regulation 36(1)(b) of the
Listing Regulations, a letter providing the weblink
of the Annual Report for FY25, will be sent to those
shareholder(s) who have not registered their email
address with the Company/ Depositories/ Depository
Participants/ Kfin.
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, 2025.
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, 2025. 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.
In compliance with Regulation 24A of the SEBI
Listing Regulations and Section 204 of the Act, the
Board at its meeting held on May 16, 2025, based
on recommendation of the Audit Committee, has
approved the appointment of J B Bhave & Co,
Practicing Company Secretaries (Firm Registration
No.: S1999MH025400) as Secretarial Auditors of
the Company for a term of five consecutive years
commencing from FY 2025-26 till FY 2029-30,
subject to approval of the Members at the ensuing
AGM.
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 FY25. Cost Audit Report for FY25 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 26 at a
remuneration of ? 1,30,000 (excluding applicable
taxes, and reimbursement of actual travel and out-
of-pocket expenses). 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 FY26 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, 2025 and is 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 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 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 Companies Act, 2013, 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 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 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 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. Ankit Agarwal and Ms. Amrita
Gangotra as Members as on March 31, 2025.
Mr. Sandip Das and Mr. Tushar Shroff ceased to be
the members of the Risk Management Committee
effective October 15, 2024 and March 31, 2025
respectively.
WHISTLE BLOWER/VIGIL MECHANISM
The Company has established a vigil mechanism
for employees, Directors and stakeholders in
conformation with the provisions of Section 177(9) of
the Act and Regulation 22 of the Listing Regulations,
to report concerns about unethical behaviour 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, Company received one complaint
under the POSH Act and the same was disposed off
during the year under review.
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 Regulations.
The Company allotted 3,48,476 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 members of the
Company.
Disclosures with respect to Stock Options, as
required under Regulation 14 of the Regulations, are
available in 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 II 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) read with Section 134(3)(a)
of the Act, the annual return of the Company for the
financial year ended March 31, 2025 shall be available
on the Company's website
https://www.stl.tech/investors.html
NON-CONVERTIBLE DEBENTURES
The Company has outstanding Secured, Rated,
Redeemable, Listed 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 Limited, as per the SEBI Guidelines and 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:
|
Debt instrument
|
ICRA
|
CRISIL
|
|
Rating
|
Outlook
|
Rating
|
Outlook
|
|
Non-Convertible Debentures
|
NA
|
NA
|
AA-
|
Watch Developing
|
|
Commercial Papers
|
A1
|
NA
|
A1
|
Watch Developing
|
|
Line of Credit
|
AA-
|
Stable
|
AA-
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Watch Developing
|
PARTICULARS OF LOANS,GUARANTEES
OR INVESTMENTS
The particulars of Loans, Guarantees and Investments
covered under the provisions of Section 186 of the
Act have been disclosed in the notes to the Financial
Statements.
TRANSFER TO RESERVES
We do not propose to transfer any amount to the
general reserve considering the losses during FY25.
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 III 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,
2025 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.
CORPORATE SOCIAL RESPONSIBILITY
The Board has constituted Sustainability and
Corporate Social Responsibility Committee (‘CSR
Committee') which comprises Mr. B J Arun,
Chairman, Ms. Amrita Gangotra, 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
FY25.
During the year, the Company has spent ? 2.82
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 IV to this
Report.
GENERAL
a. 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:
b. The Company has not accepted any deposits from the public or otherwise in terms of Section 73 of the Act
c. 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.
d. 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.
e. 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.
f. 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.
g. There has been no change in the nature of business of the Company during FY25.
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.
For and on behalf of the Board of Directors
Pravin Agarwal Ankit Agarwal
Vice Chairman & Managing Director
Whole-time Director
Place: Mumbai
Date: May 16, 2025
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