STL Networks Limited has announced the outcome of its Board of Directors meeting held on April 18, 2026, where the board approved significant corporate actions including amendments to the Articles of Association and a preferential issue of convertible warrants. The meeting, which commenced at 6:30 pm and concluded at 7:00 pm, was conducted in compliance with Regulation 30 of the SEBI Listing Regulations.

Articles of Association Amendments

The board approved amendments to the Articles of Association pursuant to Sections 5 and 14 of the Companies Act, 2013. These amendments incorporate specific clauses related to the issuance of non-convertible and convertible securities including convertible warrants, along with clarificatory amendments pertaining to further issue of securities. The changes are subject to shareholder approval and other necessary regulatory approvals.

Convertible Warrants Issue Details

The board approved the creation, issuance, and allotment of up to 4,50,00,000 warrants to Twin Star Overseas Limited, the promoter of the company, through preferential issue on a private placement basis. The key parameters of the issue are:

Shareholding Pattern Changes

The preferential issue will result in changes to the shareholding pattern of Twin Star Overseas Limited:

The post-allotment figures include 4,50,00,000 warrants on a fully diluted basis. Each warrant is convertible into or exchangeable for one fully paid-up equity share of Rs. 2 face value at a premium of Rs. 22 per share. The conversion may be exercised in one or more tranches during the 18-month period. Unexercised warrants will lapse, and the amount paid will stand forfeited.

Regulatory Compliance and Next Steps

The preferential issue is being conducted in accordance with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the Companies Act, 2013, and the Foreign Exchange Management Act, 1999. The Notice of Postal Ballot will be circulated to members within the prescribed timeline under applicable provisions of law. Company Secretary and Compliance Officer Meenal Bansal formally communicated the developments to both BSE Limited and the National Stock Exchange of India Limited.

STL Networks Limited has completed the dispatch of its postal ballot notice and published the required newspaper intimation regarding the remote e-voting process for critical shareholder approvals. The company filed the newspaper publication intimation with stock exchanges on April 10, 2026, in compliance with SEBI Listing Regulations.

Regulatory Compliance and Publication

The company has fulfilled its regulatory obligations by publishing the postal ballot information in Financial Express (English) and Loksatta (Marathi) newspapers. This publication serves as formal notification to shareholders about the completion of postal ballot notice dispatch and provides essential e-voting information.

The intimation was signed by Meenal Bansal, Company Secretary and Compliance Officer (Membership No. ACS 35091), confirming the company's adherence to disclosure requirements under Section 108 of the Companies Act, 2013 and related rules.

Material Related Party Transactions

The company continues to seek approval for substantial related party transactions with two group entities. The proposed transactions demonstrate the interconnected nature of business operations within the corporate group structure.

These transactions are classified as material under SEBI Listing Regulations, as they exceed the threshold of 10% of the company's annual consolidated turnover. The company has emphasized that all proposed transactions will be conducted in the ordinary course of business and on an arm's length basis.

Enhanced Borrowing Powers and Asset Security

STL Networks is proposing to enhance its borrowing capabilities to support business expansion and operational requirements. The company seeks approval for borrowing powers up to ₹3,000 crore under Section 180(1)(c) of the Companies Act, 2013.

The enhanced borrowing limit will enable the company to pursue various project development opportunities and participate in ongoing business bids. The company also seeks approval to create charges on movable and immovable properties to secure these borrowings.

E-Voting Process and Timeline

The postal ballot process is being conducted exclusively through remote e-voting, facilitated by KFin Technologies Limited. The company has established a comprehensive timeline for shareholder participation.

Shareholders whose email addresses are registered with the company, registrar, or depositories as of the cut-off date have received detailed voting instructions. The company has made provisions for shareholders to register their email addresses if not already done, ensuring maximum participation in the voting process.